At the extraordinary general meeting in Solid Försäkringsaktiebolag (publ) (the “Company”) held on 27 February 2025, the meeting resolved, in accordance with the board of directors’ proposal, on a conditional offer to repurchase warrants issued within the framework of the Company’s warrant program 2021/2025 (“LTIP 2021”).
Today, LTIP 2021 comprises a total of 240,000 warrants of series 2021/2025 (the “Warrants”), which are held by eight senior executives and key employees in the Company. Each Warrant entitles the holder to subscribe for 1.10 shares in the Company during the period from and including 3 March 2025 up to and including 30 May 2025 at a subscription price of SEK 71.40 per share. If, when shares are subscribed for, the price last paid for the Company's share at the close of Nasdaq Stockholm on the trading day immediately preceding subscription exceeds 146.15 per cent of the subscription price, the subscription price shall be increased by an amount corresponding to the amount by which the said closing price exceeds 146.15 per cent of the subscription price.
According to the resolution, the Company shall make an offer to the warrant holders to repurchase as many of their Warrants at market value as is required to enable them, net after tax, to subscribe for shares in the Company by exercising the remaining Warrants and pay for the shares without having to obtain other financing for their acquisition (the "Offer"). Repurchases shall be made at the market value of the Warrants, based on the closing price of the Company’s share on Nasdaq Stockholm on 7 March 2025 (the “Time of Valuation”). The calculation shall be carried out by Deloitte, as an independent valuation institute, applying the Black & Scholes valuation model. Payment for the warrants that are repurchased shall be made partly in cash, partly by issuing promissory notes. The part to be paid in cash shall correspond to the amount that the warrant holders shall pay in tax on the possible capital gain they make when transferring Warrants to the Company.
The Offer is conditional on the board of directors, also at the Time of Valuation, finding that the total amount to be paid for repurchased Warrants upon full acceptance of the Offer falls within the amount that is available according to Chap. 17 Secs. 3 and 4 of the Swedish Companies Act and the board of directors finding that conditions exist for the claim for consideration that arises for the warrant holders in connection with the acceptance of the Offer to be used as set-off payment for the shares in the Company which the warrant holders subscribe for with exercise of the remaining Warrants. The conditions are expected to be met on 7 March 2025.
A warrant holder who wishes to accept the Offer must notify the Company thereof on 8 March 2025 no later than 18.00 CET. A warrant holder can only accept the Offer in full, not in part, and a condition for being able to accept the Offer is that the warrant holder reinvests the entire repurchase consideration, net after tax, in shares in the Company by subscribing for shares with exercise of the remaining Warrants, and that the warrant holder accepts that the Company, in connection with resolving on allotment of shares, may resolve on payment by way of set-off.
The offer is voluntary. Warrant holders who do not accept the Offer may, without being affected by the Offer, exercise all their Warrants to subscribe for shares in the Company during the exercise period in accordance with applicable terms and conditions for the Warrants. The Offer does not entail any change to the terms and conditions for the Warrants.
For further information, please refer to the board of directors’ complete proposal for resolution, which was included in the notice of the extraordinary general meeting. The notice is available on the Company’s website, https://corporate.solidab.se.
February 27, 2025 14:05
Regulatory