KEO Capital grants partial lock-up waiver for block trade by Starboard
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
KEO Capital AB (publ) ("KEO Capital" or the "Company") (Nasdaq Stockholm: KEOC), today announces that its board of directors has resolved to grant a limited waiver under the Restated Voting Undertaking and Lock Up Agreement dated March 26, 2026 (the "Agreement"), permitting Starboard Special Situations III Fundo de Investimento em Participações Multiestratégia – Responsabilidade Limitada and Turmalina Fundo de Investimento em Participações Multiestratégia – Responsabilidade Limitada, both represented by Starboard Asset Ltda. (jointly, the "Funds"), to sell their joint participation in the Company through a block trade of up to 17,632,893 shares, representing approximately 5 percent of the total number of shares in KEO Capital and approximately one-third of the Funds' combined holdings in the Company (the "Transaction").
Background
Under the Agreement, the Funds have undertaken towards the Company not to transfer, directly or indirectly, any of their shares in KEO Capital during the period starting on August 31, 2025 and ending on the earlier of (a) the date of completion of the Company's dual listing on Nasdaq U.S., or (b) the date falling six months after the closing of the Keo Transaction (the "Lock-Up Period"), without the prior written consent of the Company.
The Transaction is consistent with, and represents a further step in, the natural conclusion of
the Funds' private equity investment cycle in KEO Capital — as previously disclosed in connection with the Extraordinary General Meeting convened to resolve upon changes to the Board of Directors.
Waiver details
The board of directors has unanimously resolved (with Fabio Vassel and Paulo Thiago Mendonça recused due to their respective relationships with the Funds) to waive the restrictions under the Agreement solely and exclusively to the extent necessary to permit the Funds to implement the Transaction. The waiver is limited to the Transaction and does not constitute a general or continuing waiver of any other obligation, restriction or provision of the Agreement. All other commitments of the Funds under the Agreement, including with respect to any future transfer of shares not contemplated by the Transaction, remain in full force and effect.
About the block trade
The Transaction comprises a sale of up to 17,632,893 shares in KEO Capital, corresponding to approximately 5 percent of the total number of shares and votes in the Company and approximately one-third of the Funds' combined holdings. Following completion of the Transaction, the Funds are expected to remain significant shareholders in KEO Capital.
Important information
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR INVESTMENTS IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") (EACH, A "RELEVANT MEMBER STATE"), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED EXCLUSIVELY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS REGULATION" MEANS THE PROSPECTUS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE.
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED.
Contacts
Roberto Marchiori, CEO & CFO | Jakob Sintring, Head of IR
Phone: +46 8 611 05 11, E-mail: IR@keocapital.com
About KEO Capital
KEO Capital AB (publ) is a listed technology-driven financial solutions provider focused on improving liquidity, security, transparency, and efficiency in B2B supply chain financing and corporate travel and expense management. KEO Capital operates a unified digital ecosystem that enables buyers and suppliers to interact through complementary solutions designed to address the full spectrum of corporate payables. KEO Capital’s energy activities, including its indirect equity interest in PetroUrdaneta (24 percent, to be increased to 40 percent under a binding agreement), are held through KEO Energy and are intended to be separated from the Company through the proposed business combination with Lionheart Holdings, following which KEO Capital will focus exclusively on its fintech business. The shares are listed on Nasdaq Stockholm (KEOC). For more information, please visit the Company’s website https://keocapital.com/.
This information is information that Keo Capital 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 2026-07-27 12:21 CEST.