Notice of exercise of Over-Allotment Option and end of stabilisation period

As announced on 29 January 2024 in connection with the offering and the admission to trading of the Company’s shares on Nasdaq First North Growth Market (the ”Offering”), Pareto Securities is acting as stabilisation manager (the “Stabilisation Manager”) and may perform transactions which will result in the share price being sustained at a higher level than would otherwise be the case in the open market.

Such stabilisation transactions may be carried out on Nasdaq First North Growth Market, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq First North Growth Market and ending not later than 30 calendar days thereafter.

In order to cover any potential over-allotment related to the Offering, the Company, as previously announced, has committed to issue up to an additional 502,792 shares, corresponding to a maximum of 12.9 percent of the total number of shares in the Offering (”the Over-Allotment Option”). The Over-Allotment Option could be exercised by the Stabilisation Manager in whole or in part within 30 calendar days from the first day of trading of the Company’s shares on the Nasdaq First North Growth Market. The Stabilisation Manager hereby announces that the Over-Allotment Option regarding the subscription of 383,727 new shares has been exercised. The subscription price is 17.90 SEK for each new share (equivalent to the subscription price in the Offering). Webrock will thus be provided with approximately an additional 6.9 million SEK before transaction costs, resulting in a total of approximately 76.9 million SEK before transaction costs through the Offering. After the registration of the new shares issued under the Over-Allotment Option, the total number of shares and votes in the Company will amount to 21,126,235, and the share capital will amount to 2,112,623.56 SEK.

Pareto Securities has, in its capacity as Stabilisation Manager, notified that stabilisation measures have been undertaken, in accordance with article 5(4) in the Market Abuse Regulation 596/2014. All transactions during the stabilisation period have been carried out on Nasdaq First North Growth Market. The stabilisation period regarding the offering has now ended and no further stabilising transactions will be effected. Below is a summary of the stabilisation transactions which have been undertaken during the stabilisation period.

The contact person at Pareto Securities is Anders Norén (phone: +46 8 402 52 11).

For more information, contact:
Joakim Pops, CEO
Phone: +46 70-713 81 00
Email: joakim@webrockventures.com

This information is information that Webrock Ventures is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 5 March 2024, [=]CET.

About Webrock Ventures
Founded in 2018, Webrock Ventures is a venture studio that starts and builds companies in Brazil in partnership with successful Swedish tech companies. Brazil has over 215 million people and is one of the world’s largest economies and the population is among the most digitally engaged in the world. Webrock leverages established Swedish companies’ proven business models and technology to gain a head start in Brazil’s fast-growing digital industry that matures later than in Sweden. By bringing together ideas, capital, resources, and talent, Webrock acts as a founder, building businesses from the ground up. With a 35-60 percent ownership stake in its portfolio companies, Webrock ensures substantial value for a limited initial investment.

Important information
This press release is not and does not form part of any offer for sale of securities. Copies of this announcement may not be made in and may not be distributed or sent into the United States, Australia, Canada, Belarus, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or other jurisdiction in which distribution of this press release would be unlawful or would require registration or any other measures. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.

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”), or under the securities laws of any state or other jurisdiction of the United States, and accordingly may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, registration requirements of the Securities Act and in compliance with applicable state securities law. The Company does not intend to register any part of the Offering in the United States or to conduct a public offering of securities in the United States.

The securities referred to herein have not been and will not be registered under the applicable securities laws of the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore or South Africa and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in; United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore or South Africa. There will be no public offering of the securities described herein will be made in the United States, Australia, Canada, Belarus, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or any other state or jurisdiction where such release, publication or distribution would be unlawful or would require additional prospectuses, registrations, or other measures in addition to those required by Swedish law.

This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and its delegated and implemented regulations (the ”Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Offering is exempt from the requirement to prepare a prospectus in accordance with the Prospectus Regulation.

In the United Kingdom, this document 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” 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.

Any investment decision in connection with the Offer must be made on the basis of all publicly available information relating to the Company and the Company’s securities. The information in this press release is only provided as background information and does not purport to be complete. Accordingly, investors should not rely on the information contained in this press release or its accuracy or completeness. This press release is not intended to identify the risks (direct or indirect) associated with an investment in the Company or the Company’s securities.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (”MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the ”MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ”manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the ”Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.