White Pearl Technology Group postpones Annual Report 2023 and AGM

White Pearl Technology Group AB (WPTG) announces adjustments to its Financial Calendar, postponing the publication of the Annual Report for 2023 and the Annual General Meeting (AGM) for 2024.

The Annual Report for 2023 will now be published on April 22nd, 2024, rather than the previously scheduled date of March 26th, 2024. Similarly, the AGM is rescheduled to take place on May 13th, 2024, instead of the initially communicated date of April 26th, 2024.

Updated Financial Calendar 2024:

Dates in 2024

22nd of April: Annual Report 2023

13th of May: Annual General Meeting

31st of May: Quartley Financial update (not a report)

30th of August: H1 Report 2024

22nd of November: Quarterly Financial Update (not a report) 

The full updated calendar is available on WPTG’s website: www.whitepearltech.com

Correction: Clarification of White Pearl Technology Group, Year-End Report 2023, January to December

EPS for FY 2023 was changed from SEK 1.23 to SEK 0.79(-0.117) as DS Plattformen shares from 1 January 2023 to 28 June 2023 were required to be taken into the calculation of EPS.

Due to the changes in the classification of expensing intangible assets from Operating expenses to other expenses and the corresponding changes in Cash Flow, EBITDA for FY 2023 was changed from SEK 33M (20.3M) to SEK 33.8M (20.4M). EBITDA for H2 2023 remain unchanged at SEK 16.0M (7.6M)

There are no corrections to Revenue, Net Profit and Cash balances at the Year End. Other changes are editorial, information on revenue segments, with the aim of providing further understanding into the business of WPTG.

Clarifying text and comparing periods added for a better visualization of the growth trajectory. 

Read the corrected Year-End Report 2023, as a pdf here or, at www.whitepearltech.com

This information is such information that White Pearl Technology Group is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 12:30 CET on the 8th of mars 2024.

Correction: Clarification of White Pearl Technology Group’s, Year-End Report 2023, January to December

White Pearl Technology Group have made clarifications and added more figures in detail to The Year-End Report 2023 January to December, that was published on the 26th of February 2024 at 10.00 CET.

The corrections entail no alterations to the figures in the report but more detailed figures has been added. The changes are editorial, aimed at providing clearer guidance on how to read and understand the financial statements within the Year-End Report 2023.

Clarifying text has been added as well as comparing periods for a better visualization of the growth trajectory and for the sake of making the underlying factors to the results more comprehensible.

None of the figures reported on the 26th of February has been altered.

Read the corrected report in the attached PDF or find it at www.whitepearltech.com 

Year-end Report 2023

Half Year 1 July to 31 December 2023

• Net revenue amounted to 122.7 (104.0) MSEK
• EBITDA was 16 (7.6) MSEK
• Net Profit after tax for the period was 12.1 (4.3) MSEK
• At the end of the period the cash at hand amounted to 11.2 (7.7) MSEK

Full Year 2023

• Net revenue amounted to 239.6 (182.5) MSEK
• EBITDA was 33.0 (20.3) MSEK
• Net Profit after tax for the period was 28.3 (16.6) MSEK
• Earnings per share basic and diluted was 1.23 SEK
• Cash flow from operating activities was 7.4 MSEK

Significant Events during the second half year

• Order over SEK 20 million from an African municipality for IT modernization.
• The multi-year project worth SEK 27 million begun by an Ethiopian subsidiary for two major institutions implementing ERP solutions
• Selected as IT support partner by a large African Municipality for optimizing essential systems.
• We secured a 2-year, SEK 3.4 million deal from a major North India power utility for supporting vital operations.
• 2 Letters of Intent signed with potential acquisitions and discussions continue.
• White Pearl Technology Group is launches a strategic talent expansion plan across its Global Delivery Centers, estimating around 15% incremental impact at the group level, as it aggressively builds specialized competencies and youth skills while ensuring positive community impact

Significant Events after the end of the period.

Takeover Bid of Ayima

In Q1 2024, WPTG announced the bid to acquire Ayima, a leading listed global digital marketing solutions provider headquartered in Sweden. The acquisition will bring Ayima’s revenues of over 130 million SEK into the WPTG group. Combined with WPTG’s existing turnover, this deal increases WPTG’s overall revenue scale by over 60%. It also bolsters WPTG’s presence across Europe and North America. WPTG has announced a public offer to the shareholders of Ayima Group AB to acquire all shares in Ayima Group.

Acquisition of Ataraxy Digital

WPTG acquired a 50 percent share of Ataraxy Digital, a Latin America- based digital solutions company. This expands WPTG’s portfolio in fast- growing Latin America markets. It also helps grow hardware manufacturing partnerships in India and China.

Comment from Group CEO, Marco Marangoni

Our business model continues to be relevant and the organic growth of WPTG points to the sustainability of our diversified solutions portfolio and geographic footprint. Our consistent large deal wins demonstrate the trust in WPTG’s capabilities to enable digital transformation and technology-powered innovation partnering effectively with our customers. As shareholders, your confidence in our strategic direction catalyzed our journey as a listed company.

My leadership team and I remain firmly committed to rewarding that confidence by maintaining our industry-leading growth trajectory in the years ahead. WPTG achieved outstanding 100% organic revenue expansion in the second half of 2023 by capturing increased demand for digital transformation expertise. Our customizable offerings empower enterprises across industries to harness the exponential technology change pace.

Supported by over 70% earnings growth, we expanded investments in next generation capabilities including cloud solutions, artificial intelligence, and machine learning to enrich our portfolio. Through optimization initiatives spanning utilization improvements and global resourcing, we not only managed inflationary pressures but also improved overall profit margins. Our operational rigor coupled with the constant quest to challenge and enhance efficiency, positions WPTG for continued profitability gains.

Our integrated teams blend specialized expertise to rapidly create joint solutions that address complex needs of international clients. Local talent in each geography provides valuable market insights that combine with experienced leadership using proven methodologies to scale cutting-edge innovations globally.

Beyond expanding our regional delivery capabilities, we are complementing our core offerings through partnerships in adjacent areas. These next-gen competencies will further enhance the spectrum of end-to-end solutions we can provide to global enterprises seeking to digitally transform and innovate.

Growth Outlook

Our recently announced intent to aquire Ayima Group, the digital marketing solutions expert headquartered in Sweden, marks our largest acquisition and strategic investment into the digital innovation space. This addition followed our majority investment in Ataraxy, bringing differentiated Latin American strengths in artificial intelligence and user experience design.

The Ayima deal allows immediate growth acceleration in Europe and North America by combining search, content, and e-commerce strengths with our own portfolio of contemporary digital solutions. We see massive potential to rapidly scale in these high- value markets over the coming quarters.

Additionally, Ataraxy provides WPTG a robust foundation to tap rising demand for cutting- edge customer-centric technology innovations across Latin America like AI and UX design. Their new age specializations address a fast-growing regional appetite for digital elevation.

So expanding access and transformation offerings across Europe, North America and Latin America represents our strategic priority presently, while we continue augmenting capabilities in Asia and Middle East.

I am excited about the opportunities that lie ahead of us in 2024. Already we have announced some exciting new ventures and look forward to these crystallizing our long-term vision into effective shareholder value through outstanding results. Our aim is to build a long-term shareholder base that grows value with our company over time. I trust that you will continue this journey with me and my team as we continue in the exciting world of WPTG and Digital Technology.

This information is such information that White Pearl Technology Group is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 10:00 CET on the 26th of February 2024.

White Pearl Technology Group AB publishes the offer document for the public offer to the shareholders of Ayima Group AB (publ)

White Pearl Technology Group AB (”White Pearl”) announced on 20th February 2024 a public offer (the “Offer”) to the shareholders of Ayima Group AB (publ) (”Ayima Group”) to acquire all shares in Ayima Group (the “Offer”).

THE OFFER IS NOT BEING MADE, AND THIS PRESS RELEASE MAY NOT BE DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO, NOR WILL ANY TENDER OF SHARES BE ACCEPTED FROM OR ON BEHALF OF HOLDERS IN USA, AUSTRALIA, BELARUS, CANADA, HONG KONG, INDIA, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE MAKING OF THE OFFER, THE DISTRIBUTION OF THIS PRESS RELEASE OR THE ACCEPTANCE OF ANY TENDER OF SHARES WOULD CONTRAVENE APPLICABLE LAWS OR REGULATIONS OR REQUIRE FURTHER OFFER DOCUMENTS, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER SWEDISH LAW (INCLUDING THE TAKEOVER RULES).

The offer document of the Offer (the “Offer Document”) is published today on 23rd February 2024. The offer document is available in Swedish on the Offer website (https://whitepearltech.com/public-offer/). The acceptance form relating to the Offer is available on the Offer website. A pre-printed acceptance form will be sent to shareholders of Ayima Group whose shares are directly registered with Euroclear Sweden as of 23rd February 2024, subject to applicable offer restrictions. Shareholders in Ayima Group whose shares are registered in the name of a nominee will not receive a pre-printed acceptance form, and should instead accept the Offer in accordance with instructions from the nominee.

The acceptance period for the Offer commences on 26th February 2024 and expires on 26th March 2024. Assuming that the Offer is declared unconditional not later than 27th March 2024, settlement is expected to commence on or around 5th April 2024. White Pearl reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and to postpone the settlement date.

Information about the Offer is available at: https://whitepearltech.com/public-offer/.

Advisors

Born Advokater is acting as legal advisor to White Pearl, and Aqurat Fondkommission AB is acting as issuing agent in connection with the Offer.

This information is such information that White Pearl Technology Group is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 18:00 CET on the 23rd of February 2024.

For further information, please contact:
Marco Marangoni, CEO, White Pearl Technology Group
E-mail: ir@whitepearltech.com, Phone: +598 93 370 044
Jenny Öijermark, IR-Manger, White Pearl Technology Group,
E-mail: jenny.oijermark@whitepearltech.com, Phone +46 0707 340 804

Important information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish laws and regulations.

This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by White Pearl. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of USA, Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the Internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within USA, Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland or by persons located or resident in USA, Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into USA, Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland or to any American, Australian, Belarusian, Canadian, Hong Kong, Indian, Japanese, New Zealand, Russian, Singaporean, South African or Swiss person or any persons located or resident in USA, Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland.

Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in USA, Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within USA, Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being an American, Australian, Belarusian, Canadian, Hong Kong, Indian, Japanese, New Zealand, Russian, Singaporean, South African or Swiss person, not being located or participating in the Offer from USA, Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland and not acting on a nondiscretionary basis for a principal that is an American, Australian, Belarusian, Canadian, Hong Kong, Indian, Japanese, New Zealand, Russian, Singaporean, South African or Swiss person, or that is located in or giving order to participate in the Offer from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. White Pearl will not deliver any consideration relating to the Offer to USA, Australia, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. This press release is not being, and must not be, sent to shareholders with registered addresses in USA, Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland. Banks, brokers, dealers and other nominees holding shares for persons in USA, Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or Switzerland must not forward this press release or any other document related to the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom except where there is an applicable exemption. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Service and Markets Act 2000 (Financial Promotion) Order 2005.

This press release has been prepared in order to comply with Swedish law, takeover rules for certain trading platforms issued by the Swedish Corporate Governance Board (“Takeover-rules”) and the Swedish Securities Council’s statements regarding the interpretation and application of the Takeover-rules. The information made public may not be the same as the information would have been made public if this press release had been prepared in accordance with the legislation and regulation in jurisdictions other than Sweden.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 and has not been approved by any regulatory authority in any jurisdiction. The Offer Document has been prepared in accordance with the Takeover-rules, by White Pearl in connection with the Offer. The Offer Document is available on White Pearl’s website.

Regardless of the previous, White Pearl reserves the right to approve that the Offer is accepted by persons not present or resident in Sweden if White Pearl, in its own opinion, assesses that the relevant transaction can be carried out in accordance with applicable laws and regulations.

To the extent permissible under applicable law or regulation, White Pearl or its brokers may purchase, or conclude agreements to purchase, shares in Ayima Group, directly or indirectly, outside of the scope of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in Ayima Group, such as warrants. These purchases may be completed via a market place at market prices or outside a market place at negotiated prices. Any information on such purchases will be disclosed as required by law or regulation in Sweden. This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

Forward-looking information

Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “should”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of White Pearl. Any such forward-looking statements speak only as of the date on which they were made and White Pearl, has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

Special information for shareholders in the United States

The Offer, which is covered by Swedish law, is not aimed at shareholders in the United States. The Offer may not be accepted by persons who are residents or otherwise located in the United States, and any purported or attempted acceptance of the Offer by persons who are residents or otherwise located in the United States or which, in White Pearl’s judgment, appears to be conducted by persons who residing or located in the United States will not be accepted.

White Pearl Technology Group AB announces a public offer to the shareholders of Ayima Group AB (publ)

THE OFFER IS NOT BEING MADE, AND THIS PRESS RELEASE MAY NOT BE DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO, NOR WILL ANY TENDER OF SHARES BE ACCEPTED FROM OR ON BEHALF OF HOLDERS IN AUSTRALIA, BELARUS, CANADA, HONG KONG, INDIA, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE MAKING OF THE OFFER, THE DISTRIBUTION OF THIS PRESS RELEASE OR THE ACCEPTANCE OF ANY TENDER OF SHARES WOULD CONTRAVENE APPLICABLE LAWS OR REGULATIONS OR REQUIRE FURTHER OFFER DOCUMENTS, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER SWEDISH LAW (INCLUDING THE TAKEOVER RULES).

Summary of the Offer

• WPTG offers the shareholders in Ayima Group 0,6 class B shares in WPTG per transferred share in Ayima Group, regardless of share class.
• The Offer values Ayima Group at approximately SEK 22.34 million, based on the closing price of WPTG’s stock on Nasdaq First North on 19^th February 2024.
• The price offered for the shares in Ayima Group represents a premium of:
• 68,8 percent compared to the closing share price of Ayima Group’s class B shares on 19^th February 2024 (the last day of trading prior to the announcement of the Offer);
• 49,6 percent compared to the volume-weighted average trading price of Ayima Group’s class B shares during the last 30 trading days ended on 19^th February 2024 (the last day of trading prior to the announcement of the Offer);
• 42,1 percent compared to the volume-weighted average trading price of Ayima Group’s class B shares during the last 60 trading days ended on 19^th February 2024 (the last day of trading prior to the announcement of the Offer).
• Completion of the Offer is conditional upon the conditions 1–6 set out under “Conditions for completion of the Offer” below.
• The Offer does not include warrants issued by Ayima Group under Ayima Group’s incentive programs, or any other equity-related transferable securities issued by Ayima Group. However, WPTG will procure that the holders of such securities will receive reasonable treatment in connection with the Offer.
• The acceptance period in the Offer is expected to commence on or around 26^th February 2024 and end on or around 26^th March 2024.

Background and reasons for the Offer

Ayima Group is a leading provider of digital marketing services and provides innovative digital marketing solutions to deliver real growth in online sales for clients all across the globe. Ayima Group has vast experience and knowledge of the industry as well as technology-based solutions that WPTG deem to be an asset to the WPTG group.

In terms of the financial impact of the Offer, WPTG expects a rapid growth in both revenue and profit once cost efficiencies and cross-sell opportunities are fully exploited.

WPTG see several strong synergies with Ayima Group in terms of their position in the digitalization eco-system and the needs of WPTG’s customers in its various geographic markets and view a consolidation of the two companies as strongly beneficial in terms of generating shareholder value in the future.

More information regarding the financial effects of the Offer will be presented in the offer document for the Offer.

Ayima Group’s employees

WPTG believes that the management and the employees in Ayima Group are key to the success of the consolidation and for driving future growth and efficiencies. WPTG intend to offer all employees of Ayima Group employment in the new group and maintain their protections under relevant employment laws.

The Offer

Consideration

The consideration for the Offer for the shares in Ayima Group consists of class B shares in WPTG. WPTG offers shareholders in Ayima Group 0,6 class B shares in WPTG for each share in Ayima Group transferred by the shareholder, regardless of share class.

No commission will be charged in connection with the Offer.

In the event that Ayima Group pays dividends or makes any other value transfer to the shareholders of Ayima Group, for which the record date occurs before settlement of the Offer, the consideration of the Offer will be reduced accordingly.

Premium

The price offered for the shares in Ayima Group represents a premium of: [1]

• • 68.8 percent compared to the closing share price of Ayima Group’s B shares on 19^th February 2024 (the last day of trading prior to the announcement of the Offer);
  • 49.6 percent compared to the volume-weighted average trading price of Ayima Group’s B shares during the last 30 trading days ended on 19^th February 2024 (the last day of trading prior to the announcement of the Offer);
  • 42.1 percent compared to the volume-weighted average trading price of Ayima Group’s B shares during the last 60 trading days ended on 19^th February 2024 (the last day of trading prior to the announcement of the Offer).

Fractions

No fractional shares in WPTG will be delivered to the shareholders in Ayima Group that accepts the Offer. In case a shareholder in Ayima Group submit such a number of shares in Ayima Group so the share consideration to be delivered does not amount to a whole number of new shares in WPTG, such shareholders will receive a rounded-up number of shares in WPTG.

Total value of the Offer

The Offer as of today values each share in Ayima Group, regardless of share class, at approximately SEK 2.904 per share, and the Offers total value at approximately SEK 22.34 million, based on the closing price of WPTG’s stock on Nasdaq First North on 19^th February 2024.[2]

Treatment of incentive programs etc.

The Offer does not include warrants issued by Ayima Group under Ayima Group’s incentive programs, or any other equity-related transferable securities issued by Ayima Group. However, WPTG will procure that the holders of such securities will receive reasonable treatment in connection with the Offer.

Statement by the board of directors of Ayima Group

WPTG notified the board of directors of Ayima Group about the Offer on 19^th February 2024. The board of directors of Ayima Group is, with reference to the Takeover Rules for certain trading platforms issued by the Swedish Corporate Governance Board (the “Takeover Rules”), expected to announce its opinion regarding the Offer no later than two weeks prior to the expiry of the acceptance period in the Offer. The opinion will, if possible, be included in its entirety in the offer document that will be published by WPTG.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. all regulatory, governmental or similar clearances, approvals and decisions and other actions from authorities or similar, including from competition authorities, necessary for the Offer and the acquisition of Ayima Group having been obtained, in each case on terms that, in White Pearl’s opinion, are acceptable;
2. that neither the Offer nor the acquisition of Ayima Group is being rendered partially or wholly impossible or significantly impeded or otherwise materially adversely affected as a result of legislation or other regulation, any decisions of court or public authority, or any other circumstance not within the WPTG’s control, which is actual or can reasonably be anticipated, and which White Pearl could not reasonably have foreseen at the time of the announcement of the Offer;
3. that no events or circumstances occur which have, or can reasonably be expected to have, a material adverse effect on Ayima Group’s financial position or business, including sales, earnings, liquidity, solidity, equity or assets;
4. that no information disclosed by Ayima Group or delivered to WPTG by Ayima Group is incorrect, incomplete or misleading, and that Ayima Group has disclosed all information that Ayima Group is obliged to disclose;
5. that Ayima Group does not take any action which is aimed at impairing the conditions for the making or completion of the Offer; and
6. that no other party publishes an offer to acquire shares in Ayima Group on terms which are more favourable to the shareholders in Ayima Group than the terms according to this Offer.

WPTG reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, the Offer may only be withdrawn provided that the non-satisfaction of such condition is of material importance to the WPTG’s acquisition of Ayima Group or if such withdrawal is approved by the Swedish Securities Council.

WPTG reserves the right to waive, in whole or in part, one or several of the conditions above.

Offer-related arrangements and bonus arrangements

Ayima Group has not committed to any arrangements related to WPTG. WPTG has not offered any employees in Ayima Group any bonus arrangements or similar prior to the announcement of the Offer.

Commitments to accept the Offer

WPTG has received irrevocable commitments from the following shareholders in Ayima Group to accept the Offer:

• Michael Nott representing 66.667 A-aktier and 804.914 B-aktier, corresponding to approximately 11.79 percentage of the shares and approximately 16.05 percent of the votes in Ayima Group;
• Michael Jacobson representing 66.666 A-aktier and 799.997 B-aktier, corresponding to approximately 11.72 percentage of the shares and approximately 16.00 percent of the votes in Ayima Group;
• Timothy Webb representing 66.667 A-aktier and 875.561 B-aktier, corresponding to approximately 12.74 percentage of the shares and approximately 16.82 percent of the votes in Ayima Group;
• Ayima Employee Trust representing 357.825 B-aktier, corresponding to approximately 4.84 percentage of the shares and approximately 3.90 percent of the votes in Ayima Group;
• Nanocap Group AB (publ) representing 790.000 B-aktier, corresponding to approximately 10.68 percentage of the shares and approximately 8.62 percent of the votes in Ayima Group;
• Digital Spine AB representing 11.625 B-aktier, corresponding to approximately 0.16 percentage of the shares and approximately 0.13 percent of the votes in Ayima Group;

Brief description of WPTG

WPTG is a Swedish public limited company with the registration number 556939-8752 and a registered office in Stockholm. WPTG’s address is c/o White Pearl Technology Group AB, Nybrogatan 34, 114 39 Stockholm. The class B shares in WPTG is since the 29 June 2023 traded on Nasdaq First North under the short name ”WPTG B”, with the ISIN-code SE0020203271.

The WPTG group consists of a number of IT-companies. WPTG offers, through its subsidiaries, a broad range of IT-solutions. The solutions are used by a number of business customers in various sectors. In addition to the main business, a wide range of services and products from third-party suppliers is also offered. The largest operations are found in Africa, Asia and the Middle East. WPTG has its headquarters in Stockholm.

Brief description of Ayima Group

Ayima Group is a Swedish public limited company, with the registration number 559095-9291 and headquarters in Stockholm, whose business consists of providing search- and digital marketing services. The services include, for example, SEO solutions, Content Marketing, as well as E-commerce and analysis services. The largest operations are found in Europe and North America, where costumers are found in various industries.

Ayima Group’s class B shares have since 6 September 2018 been traded on Nasdaq First North under the short name ”AYIMA B”, with the ISIN-code SE0009888506.

Financing of the Offer

The consideration for the Offer consists of shares in WPTG. The Offer thus require no additional financing.

As consideration for shares in Ayima Group, WPTG may issue up to a total of 4,436,203 new class B shares in WPTG as consideration to shareholders in Ayima Group for the shares in Ayima Group, which would give shareholders in Ayima Group an ownership in WPTG amounting to approximately 16 percent of the outstanding capital and 15,8 percent of the votes in WPTG and the current shareholders in WPTG an ownership in the WPTG amounting to approximately 84,2 percent of the outstanding capital and votes in WPTG.

Due diligence

WPTG has, in connection with the preparations of the Offer, conducted a limited confirmatory due diligence review of Ayima Group, of publicly available information. No information that has not yet been publicly disclosed and that is considered to be inside information has been part of the due diligence review.

WPTG’s shareholding in Ayima Group

Neither WPTG nor any of its closely related companies or closely related parties own any shares or other financial instruments in Ayima Group that give financial exposure to Ayima Group’s shares at the time of the announcement, nor has WPTG acquired or agreed to acquire any Ayima Group shares or any financial instruments that give financial exposure to Ayima Group’s shares during the six months preceding the announcement of the Offer.

WPTG may acquire, or enter into agreements to acquire, shares in Ayima Group (or any securities that are convertible into, exchangeable for or exercisable for shares in Ayima Group) outside the Offer. Any acquisitions made or agreed will be in accordance with Swedish law and the Takeover Rules and will be disclosed in accordance with applicable rules.

Preliminary timetable

The acceptance period in the Offer is expected to commence on or around 26^th February 2024 and end on or around 26^th March 2024. An offer document regarding the Offer is expected to be made public shortly before the start of the acceptance period. Provided that the Offer is declared unconditional no later than around 27^th March 2024, payment of consideration is expected to begin around 5^th April 2024.

WPTG reserves the right to extend the acceptance period for the Offer and to postpone the settlement date. WPTG will announce any changes of the acceptance period or the settlement date by press release in accordance with applicable laws and regulations.

Due to the value of Ayima Groups shares, based on the closing share price of Ayima Group’s class B shares on 19^th February 2024, WPTG has made the assessment that the Offer does not require WPTG to publish a prospectus in connection with the Offer. If an obligation to publish a prospectus should arise, it will mean a delay in the above timetable.

Compulsory redemption and delisting

In the event that WPTG, whether in connection with the Offer or otherwise, becomes the owner of more than 90 per cent of the shares in Ayima Group, WPTG intends to commence a compulsory redemption procedure in respect of the remaining shares in Ayima Group in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection thereto, WPTG intends to promote a delisting of the shares in Ayima Group from Nasdaq First North.

Applicable law and disputes

The Offer, as well as any agreements entered into between WPTG and the shareholders of Ayima Group as a result of the Offer, shall be governed by and construed in accordance with the laws of Sweden. The Takeover Rules, and the Swedish Securities Council’s rulings regarding the interpretation and application of the Takeover Rules, apply in relation to the Offer. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm shall be the court of first instance.

Advisors

Born Advokater is acting as legal advisor to WPTG, and Aqurat Fondkommission AB is acting as issuing agent in connecting with the Offer.

The Company’s Certified Adviser is Swedish North Point Securities AB.

This information is such that White Pearl Technology Group is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the contact person set out below on 2024-02-20 08:30 CET.

White Pearl Technology Group expects record growth and profitability in 2023 compared to 2022

The board of WPTG is pleased to report very strong growth in the company group for 2023 and expecting organic revenue growth of over 20% and profit soaring by over 40% year-on-year compared to 2022. WPTG’s outstanding performance during 2023 demonstrates the resilience of its diversified business model and global delivery capabilities in the face of market challenges.

WPTG expects to report:

• WPTG’s revenues expanding by 20-25 % organically in FY2023
• Gross profit margin improvement to over 37%
• EBITDA rising by 40-45 % compared to the corresponding period last year
• Cash and equivalents increasing by approximately 45-50 %

WPTG continues to experience strong demand for its solutions and services globally with significant long term annuity contracts in place. Acquisition activity is expected to increase going forward given the strong footing the Group finds itself on and the relevance of the company groups business model to customers and investors.

WPTG’s CEO, Marco Marangoni, remarked: “Our strong organic growth is testament to the strong execution of our strategy across regions and business segments. With a robust demand environment and solid order intake, we anticipate rapid growth to continue next year. There are many strong levers that we have that will continue to leverage into the future so the market can expect such performances into the future.”

COO, Ashley de Klerk, commented: “Through optimisation initiatives around utilisation and global resourcing, we not only managed inflationary pressures but also improved profit margins. Our operational rigour coupled with our constant quest to challenge and improve our efficiency, positions us for continued profit enhancement.”

WPTG’s broad business mix across hardware, software, services, and annuity revenue streams enabled it to effectively navigate macro uncertainty and deliver strong performance during its maiden year as a listed company at Nasdaq First North Growth Market. Meanwhile, optimisation efforts around utilisation and global resourcing supported enhanced profitability. This trend is expected to continue.

WPTG H2 Report for 2023 will be published on Monday, 26^th of February 2024, and audited results for FY2023 will be presented on Friday, the 22^nd of March 2024.

This information is such information that White Pearl Technology Group is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on the 7th of February 2024 at 08.00 CET.

White Pearl Technology Group AB acquires fifty percent of Latin American digital solutions provider Ataraxy Digital

WPTG signed a Letter of Intent on the 14^th of December 2023 and is now formalising the agreement. The new addition to WPTG’s vast portfolio of diversified IT companies in emerging markets markets WPTG’s continued expansion into the thriving Latin American marketplace, but also into the hardware development markets in India and China.

“By integrating Ataraxy Digital’s expertise, we expand our mobility, AI, ML and IoT competencies portfolio for accelerated value realization for clients. Their specialised automation advancements will enable our teams to unlock next-generation process efficiency, insight discovery and experience enhancements by leveraging tailored augmentation capabilities seamlessly. This timely boost to our platforms and skills stack opens new markets providing wider competitive differentiation.” said Marco Marangoni, CEO of White Pearl Technology Group.

“Ataraxy is a user-centric digital product agency that helps industry-leading brands craft digital products stimulating progress, ” says Federico Imparatta and Martín Alcalde, founders of Ataraxy Digital. “We are very excited about the new business opportunities and the strength we gain by partnering up with WPTG and look forward to our joint journey.” 

WPTG growth strategy and acquisitions

Even if last year’s growth was organic, it is key for WPTG to continue to add more deep-tech knowledgeable IT consultant firms to give the company group a broad market footprint. The acquisition of Ataraxy should be seen in the light of the WPTG growth strategy.

WPTG has a clear program for acquisitions, based on the needs of each local market as well as the global market. WPTG will continue its stated objective of acquiring businesses into the company group that add to the it’s base of solutions and businesses and enable it to provide customers with end-to-end IT solutions. Companies such as Ataraxy Digital allow WPTG to sell more products and services. 

WPTG comprises 28 subsidiaries providing IT services and the multi-faceted company group strengthens its highly diversified business model by this acquisition, achieved by a wide spread of specialised services in its companies.

Addition: On the 12th of July 2023, WPTG signed a Letter of Intent to acquire a majority stake of 51 percent in Independent Software Solutions Consulting Pty Ltd (ISSC). The parties decided not to go through with the deal in mutual consent.

The transaction in brief

• White Pearl Technology Group (WPTG) acquires 50 percent of the shares of Ataraxy Digital.
• The remaining part of the shares are equally split among the two founders Federico Imparatta and Martín Alcalde, who will continue to lead the agency as part of WPTG under its brand.
• Ataraxy Digital is expected to turn over SEK 2,7 to 3 million in 2024.

Purchase Price

USD 50 000 with cash payment

Completion of the transaction

1st of February 2024 

Advisers

The Company’s Certified Adviser is Swedish North Point Securities AB.

This information is such information that White Pearl Technology Group is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on the 1st of February 2024 at 15.40 CET.

About Ataraxy Digital

Ataraxy is a user-centric digital product agency powering idea realisation through its unique skills integrating software, UX design and digital strategy. With expertise across mobile, web, product ideation and enterprise solutioning, Ataraxy helps industry-leading brands craft digital products stimulating progress. www.ataraxydigital.com

White Pearl Technology Group AB announces updated Financial Calendar for 2024

The full calendar is available on the Group’s website: www.whitepearltech.com

Updated Financial Calendar 2024:

White Pearl Technology Group AB announces updated Financial Calendar for 2024

White Pearl Technology Group AB (“WPTG” or “the Group”) updates the Financial Calendar for 2024. Note that the company reports half- and full year reports. In the coming year the company will however publish two extra quarterly financial updates (not reports) as a service to shareholders and investors.

Updated Financial Calendar 2024: