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Beskrivning

LandSverige
ListaFirst North Stockholm
SektorInformationsteknik
IndustriKommunikation
W5 Solutions levererar teknologiska system, till största delen egenutvecklade, till svenska och internationella myndigheter och företag inom försvar samt samhällsskydd. Verksamheten sträcker sig över tre affärsområden: Training & Simulation, Systems & Integration samt Support & Services. Kunderna är företrädesvis försvarsrelaterade, men bolaget riktar sig även mot andra delar av civilsamhället såsom utbildning och träning av brandmän, poliser och säkerhetsvakter.
2021-11-26 08:00:00

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, (INCLUDING ITS TERRITORIES AND POSSESSIONS), ANY STATE OF THE UNITED STATES INCLUDING THE DISTRICT OF COLUMBIA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SWITZERLAND, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.

Today on 26 November 2021, the subscription period commences in W5 Solutions AB (publ)’s (”W5 Solutions” or the “Company”) offering of shares in connection with its listing on Nasdaq First North Growth Market (the “IPO” or the “Offering”). The Offering consists of a total of 1,400,000 newly issued shares at a subscription price of SEK 25 per share and is expected to provide W5 Solutions with initial proceeds of SEK 35 million before deduction of transaction costs. W5 Solutions has received subscription commitments from existing shareholders and external investors of approximately SEK 30 million, corresponding to 85,7 % of the Offering.

The Offering in brief

  • The shares in the Offering are offered to institutional investors in Sweden and abroad, as well as to the general public in Sweden.
  • The Offering comprises 1,400,000 newly issued shares.
  • The subscription price is SEK 25 per share, corresponding to a company valuation of SEK 250 million before the Offering.
  • Upon full subscription of the Offering, the Company will receive proceeds of approximately SEK 35 million before deduction of transaction costs.
  • In order to cover any over-allotment in connection with the Offering, the Offering includes an over-allotment option of an additional 200,000 newly issued shares (the “Over-Allotment Option”). If the Over-Allotment Option is exercised in full, the Company will receive additional proceeds of SEK 5 million before deduction of transaction costs.
  • Provided that the Over-Allotment Option is exercised in full, the Offering will compromise 1,600,000 new shares, which represent approximately 13,8 % of the total number of shares in the Company after the Offering.
  • W5 Solutions has received subscription commitments from Redeye High Quality Specialplaceringsfond, qualified investors, existing shareholders & members of the board and management team of approximately SEK 30 million, corresponding to 85,7 % of the Offering.
  • The Company’s major shareholders as well as board members and senior executives have agreed on customary lock-up undertakings for a period of 360 after the first day of trading on Nasdaq First North Growth Market.
  • The subscription period will run from and including 26 November 2021 up to and including 10 December 2021.
  • The new shares will be issued under the ISIN code SE0016786040.
  • On 18 November 2021, Nasdaq Stockholm AB assessed that the Company meets Nasdaq First North Growth Market’s listing requirements, provided that customary conditions are met no later than on the day of listing of the Company’s shares. The first day of trading in the Company’s shares on Nasdaq First North Growth Market is expected to be on 17 December 2021.
  • As announced on 25 November 2021, a prospectus regarding the Offering has been published. The prospectus, containing the full terms and conditions for the Offering, is available on the Company's website, www.w5solutions.com.
  • The outcome of the Offering is expected to be communicated on or around 13 December 2021.

Meet W5 Solutions:

  • Redeye Technology Day

Date: 1 December 2021, 11.05
Place: Only digital
The event will be live streamed
Sign-up: https://www.redeye.se/events/815894/redeye-technology-day-2021

Prospectus, terms and conditions
The prospectus, containing the full terms and conditions for the Offering, is available on the Company’s, Nordic Issuing’s and Redeye’s respective websites (www.w5solutions.com, www.nordic-issuing.se, www.redeye.se). 

The prospectus has been approved by the Swedish Financial Supervisory Authority. The approval of the prospectus by the Swedish Financial Supervisory Authority should not be understood as an endorsement of the securities offered. In order to fully understand the potential risks and rewards associated with the decision to invest in the Offering, potential investors should read the prospectus before making an investment decision.

Preliminary timetable

Subscription period26 November – 10 December 2021
Settlement date15 December 2021
Preliminary first day of trading on Nasdaq First North Growth Market17 December 2021

Advisers
Redeye Aktiebolag acts as financial adviser as well as Certified Adviser upon approval at Nasdaq First North Growth Market, Törngren Magnell & Partners Advokatfirma KB acts as legal adviser, and Nordic Issuing acts as issuing agent in connection with the IPO.

For more information, please contact:
Daniel Hopstadius
CEO, W5 Solutions AB (publ)
Phone: +46 (0) 476 559 85
Email: daniel.hopstadius@w5solutions.com

ABOUT W5 SOLUTIONS
W5 Solutions supplies high-technology systems and solutions to Swedish and international defence contractors and government agencies. We are experts in training and simulation, mission systems, communication, integration, and power supply. W5 Solutions’ support & services team ensures high reliability through the longevity of the system.

Learn more at www.w5solutions.com.

IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by W5 Solutions in any jurisdiction where such offer or sale would be unlawful.

Copies of this announcement are not being made and may not be distributed or sent into the United States of America, (including its territories and possessions), any state of the United States including the District of Columbia, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, Switzerland, South Africa, South Korea, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. W5 Solutions does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus that will be published on W5 Solutions’ website, www.w5solutions.com, following approval from the Swedish Financial Supervisory Authority.

This announcement is an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the prospectus and potential investors should read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. Any approval by the Swedish Financial Supervisory Authority of a prospectus should not be understood as an endorsement of the securities that are the subject of such prospectus.

In any EEA Member State other than Sweden (each, a “Relevant Member State”), this communication is only addressed to and is only directed at qualified investors in that Relevant Member State within the meaning of article 2(e) of the Prospectus Regulation, that is, only to investors who can receive the offer without an approved prospectus in such Relevant Member State.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, Relevant Persons. Persons who are not Relevant Persons should not take any action on the basis of this press release and should not act or rely on it.

FORWARD-LOOKING STATEMENTS
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, "continue", “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although W5 Solutions believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or the Nasdaq First North Growth Market Rulebook for issuers.

STABILIZATION MEASURES
In connection with the offer or sale of securities referred to herein, a financial advisor engaged by W5 Solutions may over-allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by the engaged financial advisor in accordance with all applicable laws and rules.