Notice of end of stabilization and partial exercise of over-allotment option in W5 Solutions AB (publ)
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Notice of end of stabilization and partial exercise of over-allotment option in W5 Solutions AB (publ)

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.

With reference to the EU growth prospectus of W5 Solutions AB (publ) (“W5 Solutions” or the “Company”), dated 25 November 2021, and the Company announcement published on 14 December 2021 regarding the outcome of the initial public offering of W5 Solutions (the “Offering”) on Nasdaq First North Growth Market (“Nasdaq First North”), W5 Solutions has been informed that Lago Kapital Oy (“Lago Kapital”), acting as stabilizing manager in the Offering, has decided to end the stabilization period due to strong trading and the development of the share price. No further stabilization measures will be undertaken.

Stabilization measures have been carried out on Nasdaq First North during the period starting on the date of commencement of trading in the share on Nasdaq First North (17 December 2021) until 20 December 2021. However, Lago Kapital has not been obliged to undertake any stabilizing measures. Under no circumstances has transactions been conducted at a price higher than the price set in the Offering (25,00 SEK per share).

In connection with the Offering, Lago Kapital borrowed 200,000 existing shares in the Company from the main shareholder Swedish Defense Group AB for the purpose of facilitating delivery of over-allotted shares in the Offering. W5 Solutions granted an over-allotment option (the “Over-Allotment Option”), which may be utilized in whole or in part for 30 days from the date of commencement of trading. The Over-Allotment Option encompassed up to 200,000 additional shares (corresponding to approximately 14,3 percent of the total number of shares in the Offering), at a price corresponding to the price in the Offering (SEK 25,00) to cover any over-allotment in connection with the Offering. As Lago Kapital has carried out stabilization measures comprising 44,272 shares, Lago Kapital hereby notifies that the Over-Allotment Option with respect to 155,728 shares have been exercised. Due to the partial exercise of the Over-Allotment Option, W5 Solutions will carry out a new issue of 155,728 shares to Lago Kapital. The Company will thereby be provided with additionally approximately SEK 3.9 million, which means that the Company has been provided in total with approximately SEK 38.9 million as a result of the Offering and the Over-Allotment Option, before deduction of transaction costs. Following registration of the new shares, the number of shares and votes in the Company will amount to 11,555,728. After receipt of the new shares Lago Kapital will return all borrowed shares to the lender, Swedish Defense Group AB.

Lago Kapital (contact: Jani Koskell, tel: +358 10 320 8955) has announced that it has performed stabilization measures (in accordance with Article 5(4) of the EU Market Abuse Regulation (EU) No. 596/2014) on Nasdaq First North Growth Market Stockholm in accordance with what is set out below.

Stabilization information
Issuer:W5 Solutions AB (publ)
Securities:Shares (ISIN SE0016786040)
Over-allotment option (shares):200,000 shares
Offering price:25.00 SEK
Trading symbol (Ticker):W5
Stabilization ManagerLago Kapital Oy
Stabilisation transactions
Execution DateQuantity (No. Of shares)Price (Lowest)Price (Highest)Price (Weighted average)CurrencyTrading Venue
17.12.20215 19725,0025,0025,00SEKNasdaq First North Growth Market
20.12.202139 07524,99525,0024,999SEKNasdaq First North Growth Market

For more information, please contact

Daniel Hopstadius, CEO
W5 Solutions AB (publ)
Phone: +46 (0) 476 559 85
Email: [email protected]

Certified Adviser: Redeye Aktiebolag
Phone: +46 8 121 576 90
Email: [email protected]

About W5 Solutions
W5 Solutions supplies high-technology systems and solutions to Swedish and international defense 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.

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.

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