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Announcement from Extraordinary General Meeting in Wästbygg Gruppen AB (publ), held on October 21, 2021
An Extraordinary General Meeting was held in Wästbygg Gruppen AB (publ) on October 21, 2021. Due to the extraordinary situation prevailing because of covid-19 the Extraordinary General Meeting was held by postal voting and without any physical attendance. A summary of the decisions made at the Extraordinary General Meeting follows below. All resolutions have been made with required majority and in accordance with the proposals set forth by the Board of Directors and Nomination Committee.
Wästbygg Gruppen AB (publ) (the ‘’Company’’) has on 24 September 2021 entered into a share sale and purchase agreement (the ’’Agreement’’) with Trekcyd AB (the ‘’Seller’’) regarding the acquisition of all shares in Rekab Entreprenad AB (the ‘’Target’’). Pursuant to the Agreement, the purchase price shall be paid in cash and in kind by way of transfer of class B shares in the Company (the ‘’Remuneration Shares’’). The Remuneration Shares shall be transferred to the Seller (which in turn is owned by key employees in the Target), in two separate tranches; the Remuneration Shares I shall be transferred no later than 31 March 2022 and the Remuneration Shares II shall be transferred on the third anniversary of the closing date, which is planned to occur on the turn of the month of October/November 2021 (the ‘’Closing Date’’). The Remuneration Shares shall equal to an amount in SEK of 82,800,000 based on the volume-weighted average share price for the Company’s class B shares on the Exchange the ten (10) preceding business days prior to the Closing Date.
Resolution on authorisation for the Board of Directors to resolve on acquisition of own class B shares.
The Extraordinary General Meeting resolved to authorise the Board of Directors to, on one or more occasions, during the time until the next Annual General Meeting, decide on acquisition of own class B shares on Nasdaq Stockholm (the ‘’Exchange’’). The acquisition of own share on the Exchange shall solely be at a price per share that lies within the registered share price range at that time, or in the event that the Board of Directors assigns an Exchange member to accumulate a specific amount of the Company’s shares in its own holding for a specific period, at a price per share within the price range at that time or corresponding volume‐weighted average share price. In total, acquisitions may be made of a maximum of so many shares that the Company's holding after the acquisition does not exceed 10 percent of the outstanding shares in the Company at any given time. The purpose of the authorisation is to secure the delivery of the Remuneration Shares to the Seller in accordance terms of the Agreement. Furthermore, the purpose of the authorisation for the acquisition of the Company’s own shares is to give the Board of Directors greater freedom of action and the ability to continuously adapt the Company's capital structure and thereby contribute to increased shareholder value while also enabling the Board of Directors to exploit attractive acquisition opportunities by fully or partially finance the acquisition of companies, business or assets and the Company’s at any given time LTI programme with the Company’s own shares.
Resolution on transfer of own shares to persons included in the so-called “Leo-sphere” pursuant to Chapter 16 of the Companies Act.
The Extraordinary General Meeting resolved that a maximum of 910,800 class B shares shall be transferred to subscriber whom is subject to the provisions of Chapter 16 of the Companies Act, the so-called ‘’Leo Law’’. The right to acquire the shares shall, with deviation from the shareholders’ pre-emption rights, be granted to the Seller. The reason for the deviation is to secure the delivery of the Remuneration Shares to the Seller in accordance with the terms of the Agreement. The subscriber shall subscribe for the shares within the third anniversary from 1 December 2021 through payment. Payment for the shares shall be made by way of a set-off of a promissory note issued by the subscriber to the Company in an amount equal to SEK 82,800,000. Subscription of the shares shall be made to an amount equal to SEK 82,800,000 based on the volume‐weighted average share price for the Company’s class B shares on the Exchange the ten (10) preceding business days prior to the Closing Date. The subscription price is deemed by the Board of Directors to correspond to the market value. The subscriber’s right to acquire the Remuneration Shares are conditional upon the completion of the transfer of shares in the Target from the Seller to the Company and that the Seller fulfils all the conditions for the Remuneration Shares in accordance with the Agreement. As of October 21, 2021, the Company does not hold any own shares.
The decisions in their entirety
The adopted guidelines and the decisions in their entirety can be found on the Company's website, www.wastbygg.se.
For further information, please contact:
Jonas Jönehall, CFO and deputy CEO
Tel. 0739-20 19 01, e-mail jonas.jonehall@wastbygg.se
Marie Lindebäck, head of IR and deputy head of sustainability
Tel. 0734-67 20 12, e-mail marie.lindeback@wastbygg.se
About Wästbygg
The Wästbygg Group is a construction and project development company with operations in the most rapidly expanding markets in Sweden. The company, which is listed on Nasdaq Stockholm, builds and develops residential, commercial buildings and community service properties, as well as logistics and industrial facilities – always with a strong focus on sustainability.
Wästbygg was founded in 1981 in Borås. Today, the company has offices in Gothenburg, Stockholm, Malmö, Jönköping, Helsingborg, Varberg and Västerås, as well as through the Group company Logistic Contractor in Copenhagen, Oslo and Helsinki. In 2020, the company had a revenue of about SEK 3.8 billion and 310 employees.
