White Pearl Technology Group AB (publ) ("WPTG” or the "Company") today announces that it has completed and registered a directed issue of 170,478 B-shares as part of the purchase consideration for the previously announced acquisitions of CreateX Ltd. and Native Digital Ltd. The share issue was carried out at a subscription price of approximately SEK 14.31 per B-share, corresponding to the volume-weighted average price (VWAP) of the Company's B-share during the 20 trading days immediately preceding the closing date, in accordance with the share purchase agreements (SPA). Through the share issue, the number of B-shares in the Company increased by 170,478 B-shares, from 30,957,242 B-shares to 31,127,720 B-shares. The share capital increased by SEK 3,750.509528, from SEK 681,605.705744 to SEK 685,356.215272. The issue amounted to a total consideration value of SEK 2,438,993.45 through set-off of claims. The dilution effect for existing shareholders amounts to approximately 0.55 per cent of the total number of shares and votes in the Company following registration of the share issue.
Background
As previously announced on 9th of April 2026, WPTG entered into and completed share purchase agreements regarding the acquisitions of CreateX Ltd. and Native Digital Ltd. Part of the agreed purchase consideration was structured as newly issued B-shares in White Pearl Technology Group.
The share-based consideration relating to the acquisition of CreateX Ltd. amounted to EUR 200,000, corresponding to approximately SEK 2,168,000, and was settled through the issuance of 151,536 newly issued B-shares in the Company. The share-based consideration relating to the acquisition of Native Digital Ltd. amounted to EUR 25,000, corresponding to approximately SEK 271,000, and was settled through the issuance of 18,942 newly issued B-shares in the Company.
Accordingly, a total of 170,478 new B-shares were issued as consideration shares pursuant to the terms of the respective share purchase agreements.
Lock-up agreement
Pursuant to the terms of the SPA, approximately 87,130 B-shares issued as consideration in connection with the acquisition of CreateX Ltd. and all 18,942 B-shares issued as consideration in connection with the acquisition of Native Digital Ltd. will be subject to lock-up restrictions for a period of 12-months from the closing date. In total, approximately 106,072 B-shares of the newly issued B-shares will be subject to lock-up arrangements, while the remaining 64,406 B-shares will be freely transferable.
Reasons for the deviation from shareholders' preferential rights
The Board of Directors resolved on the directed share issue pursuant to the authorization granted by the Annual General Meeting.
The reason for deviating from the shareholders' preferential rights is that the share issue forms an integral part of the agreed purchase consideration structure for the acquisitions of CreateX Ltd. and Native Digital Ltd. and was therefore necessary to complete the transactions on the agreed terms.
The Board has carefully considered alternative financing methods and concluded that a directed share issue is the most appropriate solution, as it enables the completion of the acquisitions without affecting the Company's liquidity position.
Furthermore, the Board considers the subscription price to be on market terms, as it was determined based on the volume-weighted average price (VWAP) of the Company's B-share during the 20 trading days immediately preceding the closing date.
The Board's overall assessment is therefore 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 reasons for applying the preferential rights principle.