WPTG carries out directed issue of Class B shares as part of the acquisition of Icecon AB
WPTG carries out directed issue of Class B shares as part of the acquisition of Icecon AB
White Pearl Technology Group AB (publ) ("WPTG" or the "Company") today announces that the Board of Directors has resolved to carry out a directed issue of 60,843 new Class B shares, at a subscription price of SEK 13.97 per share, pursuant to the authorisation granted by the Annual General Meeting held on 3 June 2026. The directed share issue is carried out as part of the settlement of the share consideration relating to the acquisition of Icecon AB, the acquisition of which was announced on 15 July 2026. Payment for the shares will be made by way of set-off against claims held against the Company.
About the share issue
The directed share issue comprises 60,843 new Class B shares for an aggregate subscription amount of SEK 849,976.71. The subscription price has been determined in accordance with the volume-weighted average price (VWAP) mechanism set out in the Share Purchase Agreements relating to the acquisition of Icecon AB, corresponding a subscription price of SEK 13.97 per share.
Through the Share Issue, the number of Class B shares in the Company will increase by 60,843, from 31,256,066 to 31,316,909. The share capital will increase from SEK 688,179.822399 to SEK 689,518.366089.
The Share Issue will result in a dilution of approximately 0.19 per cent of the total number of shares and votes in the Company.
The right to subscribe for the new Class B shares has, with deviation from the shareholders' preferential rights, been granted to the sellers of Icecon AB in accordance with the Share Purchase Agreements. Accordingly, Hans Lindh will subscribe for 26,592 Class B shares corresponding to SEK 371,490.24, Najaden Gruppen AB, represented by Lars Fredriksson, will subscribe for 9,198 Class B shares corresponding to SEK 128,496.06, and Lars Fredriksson will subscribe for 25,053 Class B shares corresponding to SEK 349,990.41.
Background
On 15 July 2026, WPTG announced the completion of the acquisition of Swedish IT consultancy Icecon AB. The transaction included an aggregate initial purchase consideration of SEK 2.035 million, comprising SEK 1.185 million in cash and SEK 0.850 million in newly issued WPTG Class B shares, together with a performance-based earn-out linked to Icecon's future financial performance.
The current directed share issue constitutes the settlement of the share consideration forming part of the initial purchase price for the acquisition. The cash consideration was paid at completion of the transaction.
Reasons for deviation from the shareholders' preferential rights
The Board of Directors resolved on the directed share issue pursuant to the authorisation granted by the Annual General Meeting held on 3 June 2026.
The share issue forms an integral part of the agreed purchase price structure for the acquisition of Icecon AB and enables settlement of the agreed share consideration without affecting the Company's liquidity position. The subscription price has been determined in accordance with the volume-weighted average price (VWAP) mechanism set out in the Share Purchase Agreements and is therefore considered to be on market terms.
The Board of Directors has concluded that the directed share issue is beneficial to both the Company and its shareholders and that the reasons for deviating from the shareholders' preferential rights outweigh the interests underlying the general principle of pre-emptive rights for existing shareholders.