W5 Solutions announces outcome of its offering – first day of trading on Nasdaq First North Growth Market is expected to be on December 17, 2021

The Offering in brief

• The subscription price in the Offering was, as previously communicated, SEK 25 per share, corresponding to a company valuation of SEK 250 million before the Offering.
• The Offering comprised 1 400 000 newly issued shares, corresponding to an amount of SEK 35 million, excluding over-allotment, representing approximately 12.3 percent of the total number of shares in the Company upon completion of the Offering.
• To cover any over-allotment in connection with the Offering, the Company has committed to offer a maximum of an additional 200 000 newly issued shares, corresponding to approximately 14,3 percent of the total number of shares in the Offering (the “Over-Allotment Option”).
• The Offering will provide the Company with gross proceeds of approximately SEK 40 million before deduction of transaction costs, assuming full exercise of the Over-Allotment Option.
• Following the Offering, and assuming full exercise of the Over-Allotment Option, approximately 13.8 per cent of W5 Solutions share capital will have been issued in connection with the IPO.
• The Offering was oversubscribed multiple times and more than 1,400 investors have been allocated shares in 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 days after the first day of trading on Nasdaq First North Growth Market.
• The first day of trading in the Company’s on Nasdaq First North Growth Market is expected to be on December 17, 2021.
• The shares will be traded under the short name “W5” with ISIN code SE0016786040.
• The settlement date for the Offering is December 15, 2021.

“We are happy and satisfied with the strong support from both existing and new shareholders. With the proceeds from the IPO, W5 Solutions has the financial resources required to make significant acquisitions and pursue an increased market expansion.”Comment from W5 Solutions’ CEO, Daniel Hopstadius:

Advisers
Redeye Aktiebolag acts as financial adviser and Törngren Magnell & Partners Advokatfirma KB acts as legal adviser in connection with the IPO. Nordic Issuing acts as issuing agent in connection with the IPO.

Certified Adviser
Redeye Aktiebolag is Certified Adviser for W5 Solutions. Contact details to Redeye: tel. +46 8 121 576 90, e-mail certifiedadviser@redeye.se.

For more information, please contact:
Daniel Hopstadius, CEO
W5 Solutions AB (publ)
Phone: +46 (0) 70 691 81 69
Email: daniel.hopstadius@w5solutions.com

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.

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.