Stockwik Förvaltning AB

Stockwik has resolved on a directed share issue of 900,000 shares to ENDI Corp at SEK 23 per share, subject to FDI clearance

The board of directors of Stockwik Förvaltning AB (“Stockwik” or the “Company”) has, based on the authorisation granted by the annual general meeting on 16 May 2025, resolved on a directed share issue of 900,000 shares (the “Share Issue”) to ENDI Corp at a subscription price of SEK 23 per share, subject to FDI clearance.

Summary

• The Company issues 900,000 shares to ENDI Corp based on the authorisation granted by the annual general meeting on 16 May 2025.
• The subscription price of SEK 23 per share represents a premium of 10 per cent compared to the closing price of the Company’s share on Nasdaq Stockholm on 7 October 2025.
• ENDI Corp’s subscription for the shares in the Share Issue and the completion of the Share Issue is conditional upon that the Swedish Inspectorate for Strategic Products (Sw. Inspektionen för strategiska produkter) (the “ISP”) grants clearance of ENDI Corp’s investment in Stockwik (the “FDI Clearance”) pursuant to the Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar) (the “FDI Act”). ENDI Corp has initiated the work on submitting the relevant notifications to the ISP and expects to receive the FDI Clearance in November 2025. If the FDI Clearance has not been obtained by 31 December 2025, ENDI Corp and the Company has a reciprocal right to terminate ENDI Corp’s subscription undertaking and abort the Share Issue.
• In connection with the Share Issue, the board members of the Company Rune Rinnan, Olof Nordberg and Oskar Lindström (acting through holding companies and privately) sell all their shares, representing approx. 14.1 per cent of the total number of shares and votes in the Company before the Share Issue, to ENDI Corp (738,070 shares), Henrik Scharp (80,000 shares, through a holding company) and the board member Anders Lindqvist (70,000 shares, through a holding company) at the same price per share as the subscription price in the Share Issue (the “Block Trade”), subject to ENDI Corp’s receipt of the FDI Clearance. If the FDI Clearance has not been obtained by 31 December 2025, each buyer and seller has a reciprocal right to terminate the share purchase agreements and abort the Block Trade.
• Upon completion of the Share Issue, the Company will receive gross proceeds of SEK 20.7 million (before transaction costs) and ENDI Corp as a new main shareholder, who through the Share Issue and the Block Trade will become the owner of 22.7 per cent of all shares and votes in the Company.
• Upon completion of the Block Trade, Henrik Scharp increases his shareholding to 6.2 per cent and Anders Lindqvist increases his shareholding to 2.3 per cent of the total number of shares in the Company after the Share Issue.

Background and reasons

The Company, which was founded in 2013 by Olof Nordberg and Rune Rinnan, has evolved into a leading industrial investment company. In 2018, Oskar Lindström joined the board of directors following the Company’s acquisition of the Galdax group, where he was the majority shareholder.

Together with management and fellow board members, the Company has over the last decade built a diversified portfolio across four business segments, generating approximately SEK 900 million in annual revenues and SEK 100 million in EBITDA.

To support the next phase of growth, the Company is pleased to announce that it has resolved on the Share Issue which strengthens the Company’s financial position and enhances the Company’s ability to continue focusing on efficiency improvements and executing on future M&A opportunities - while at the same time introducing a financially capable new main shareholder. ENDI Corp brings deep expertise, a robust network and the financial strength to help propel the Company forward.

“We believe ENDI Corp is ideally positioned to support our long-term vision and expansion” said Rune Rinnan, Chairman of the Company.

“Since August 2020, ENDI Corp affiliates have been investors in Stockwik’s debt. Our engagement with Stockwik has centered on active support and long-term partnership, reflecting a commitment as a value-added investor. With this transaction, we are confident that under the leadership of CEO Urban Lindskog and CFO Andreas Säfstrand, Stockwik will strengthen its foundation and unlock new opportunities for sustainable growth” said David Sherman, CEO of ENDI Corp.

The FDI Clearance condition

ENDI Corp’s subscription for the shares in the Share Issue and the completion of the Share Issue is conditional upon that the ISP grants ENDI Corp clearance of its investment in the Company through the Share Issue and the Block Trade pursuant to the FDI Act, either through a decision not to take any further action with regard to ENDI Corp’s notification of the transactions or by an approval decision after having initiated an investigation.

ENDI Corp has initiated the work on submitting the relevant notifications to the ISP and expects to receive the FDI Clearance in November 2025.

If the FDI Clearance has not been obtained by 31 December 2025, ENDI Corp and the Company has a reciprocal right to terminate ENDI Corp’s subscription undertaking and abort the Share Issue.

Determination of the subscription price

The subscription price of SEK 23 per share was determined by the board of directors of the Company following arm’s length negotiations between the Company and ENDI Corp, and reflects, in the board of directors’ opinion, current market conditions. In its assessment, the board of directors considered that the subscription price:

• represents a premium of 10 per cent compared to the closing price of the Company’s share on Nasdaq Stockholm on 7 October 2025;
• exceeds the highest recorded closing price of the Company’s share on Nasdaq Stockholm during the last three months prior to the Share Issue;
• exceeds the subscription price which the board of directors, following consultation with its financial advisers, deems could be achievable through an accelerated book-building procedure directed to a group of institutional investors or in a rights issue with preferential rights for all of the Company’s shareholders; and
• equals the purchase price in the Block Trade.

Reason for deviating from the shareholders’ preferential rights

As part of a strategic review on how to optimise the Company’s balance sheet and liquidity position, the Company has held discussions with its financial advisors and certain major shareholders represented on the board of directors of the Company regarding their and potential other investors’ interest in injecting additional capital to the Company in a near term. In connection with such discussions, the board of directors has made an overall assessment and carefully considered to raise capital through a rights issue with preferential rights for the Company’s shareholders and through other means.

In this case, the board of directors made the assessment that the Share Issue directed to ENDI Corp was the most favourable alternative for the Company and in the best interest of its shareholders for the following main reasons.

• It would benefit the Company to pursue this opportunity to strengthen the shareholder base with a new financially capable main shareholder, in particular in the light of the fact that three of the Company’s largest shareholders had expressed an intention to sell all their shares in the Company.
• Raising the desired capital through the Share Issue increases flexibility and minimized dependency on market conditions. A rights issue would have taken significantly longer to complete and would have entailed a higher exposure to market risks and share price volatility. ENDI Corp agreed to a subscription price representing a premium to the prevailing share price on Nasdaq Stockholm.
• The costs for obtaining the underwriting commitments necessary to secure a fully subscribed rights issue as well as the time and costs associated with carrying out a rights issue would have been disproportionately burdensome considering that the desired capital injection was limited in size compared to the Company’s total market capitalisation. ENDI Corp provides attractive deal certainty covering the entire share issue in a time and cost-efficient transaction structure.
  

Number of shares, share capital and dilution

Upon completion, the Share Issue will increase the number of shares and votes in the Company by 900,000 shares, from 6,311,041 shares to 7,211,041 shares. The share capital will increase by SEK 450,000.01, from SEK 3,155,520.57 to SEK 3,605,520.58. The Share Issue will result in a dilution of approximately 12.5 per cent (calculated as the new number of shares and votes divided with the total number of shares and votes in the Company after the Share Issue).

Lock up undertaking

In connection with the Share Issue, the Company has undertaken towards ENDI Corp not to, for the period ending on 31 December 2025, issue any shares in the Company or other share-related financial instruments at a subscription price or underlying share valuation below SEK 23.

Changes to the board of directors

The Company has been informed that ENDI Corp intends to request that an extraordinary general meeting is convened for the purpose of electing new board members of the Company following receipt of the FDI Clearance and completion of the Share Issue. A notice of such extraordinary general meeting will be published by the Company in due course upon such a request.

Rune Rinnan, Olof Nordberg and Oskar Lindström have declared that they remain fully committed to complete their current term on the board of directors unless the shareholders of the Company resolve to replace them with new board members at an extraordinary general meeting.

Advisers

Gernandt & Danielsson Advokatbyrå acts as legal advisers to the Company in connection with the Share Issue.

This press release contains inside information that Stockwik Förvaltning AB is required to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication by the designated contact person below on 7 October 2025 at 23:40 (CEST).

For further information, please contact:
Urban Lindskog, President and CEO
Stockwik Förvaltning AB (publ)
E-mail: info@stockwik.se

About Stockwik

Stockwik offers a stable platform for small businesses to develop both organically and through acquisitions. Stockwik's companies offer value-adding products and services to corporate customers. Stockwik is listed on Nasdaq Stockholm Small Cap with the short name STWK.

Attachment

• Stockwik Press release ENDI 251007