The board of directors of W5 Solutions AB (publ) has today resolved on a directed issue of shares corresponding to no more than MSEK 36.1 to two existing shareholders.
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Kommunikation |
W5 Solutions AB (publ) (the “Company”), today announces that the Company’s board of directors, based on the authorization granted by the annual general meeting 2024, has resolved on a directed issue to four existing shareholders of no more than MSEK 36.1 (the “Directed Issue”). The subscription price in the Directed Issue has been determined to SEK 44.16 per share. The subscription price corresponds to the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during the month of December 2024, with the addition of a premium of SEK 1 per share.
The Directed Issue is directed to the existing shareholders Vargtornet AB och Nvest Sverige AB (together the ”Subscribers”). The reasons for directing the Directed Issue are presented in more detail below. The proceeds of the Directed Issue will be used to create working capital space to continue the growth strategy set by the Company, as well as payment for potential future acquisitions.
The subscription price of SEK 44.16 per share in the Directed Issue corresponds to the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during the month of December 2024, with the addition of a premium of SEK 1 per share. The subscription price has been determined by the Company's board of directors in arm's length negotiations and on the terms that the board of directors considers that the new issue can be carried out in accordance with the current market situation. As the subscription price has been determined through such negotiations and based on the volume-weighted average price of the Company’s share with a – in the opinion of the board of directors under current market conditions – preferential premium, the board of directors considers the price to be market-based.
The Directed Issue increase the number of shares in the Company by no more than 817 482 shares to no more than 15 962 974 shares, and the share capital with no more than SEK 40 874.10 to no more than SEK 798 148.70. The Directed Issue entail a dilution for existing shareholders of not more than approximately 5.1 percent of the number of shares and votes in the Company, based on the total number of shares and votes in the Company after the Directed Issue.
Considerations of the board of directors
As reasons for the deviation from the shareholders' preferential rights, the board of directors presents the following.
The board of directors has carefully considered alternative financing options, including the possibility of raising capital through a rights issue. However, the board of directors considers, after an overall assessment and careful consideration, that a directed share issue carried out with deviation from the shareholders' preferential rights is a more favorable alternative for the Company and the Company's shareholders than a rights issue and that it is objectively in the interest of both the Company and its shareholders to carry out a directed share issue. The board of directors has, inter alia, considered the following.
- A rights issue would be significantly more time- and resource-consuming compared to a directed issue, not least due to the work involved in securing a rights issue, while there are no guarantees that such an issue would be fully subscribed. A reduced time commitment enables flexibility for potential investment opportunities in the short term, contributes to reduced exposure to fluctuations in the share price on the stock market, and enables the possibility to take advantage of the current interest in the Company's share.
- Furthermore, the costs of a directed share issue are considered to be lower than the costs of a rights issue because, inter alia based on the market volatility observed in 2024, such an issue would also require significant underwriting commitments from an underwriting consortium, which would entail additional costs and/or further dilution for the shareholders depending on the type of remuneration for such underwriting. Furthermore, a rights issue is associated with increased advisory costs and costs for the preparation of issue documents.
- A further aspect that speaks for the choice of a directed new issue is that a rights issue would most likely have had to be carried out at a not insignificant discount, which would lead to even greater dilution effects for the Company's existing shareholders, which is avoided with a directed new issue where the subscription price has been set at a premium of SEK 1 in addition to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the month of December 2024. From a shareholder perspective, a rights issue at an even more significant discount also entails a risk of a negative effect on the share price in connection with the implementation of a rights issue.
In light of the above, the board of directors' overall assessment is thus that the reasons for carrying out the Directed Issue outweigh the reasons for a rights issue according to the main rule, and that the Directe Issue therefore is in the interest of both the Company and all its shareholders.