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”). At the time of the notice of the meeting, LTIP 2021 comprised a total of 240,000 warrants of series 2021/2025 (the “Warrants”), which were held by eight senior executives and key employees in the Company.
The conditions for the offer were met on 7 March 2025. This meant that the Company offered to repurchase as many Warrants at market value as were required to enable the warrant holders, 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"). The payment for repurchased Warrants would be made partly in cash, partly by issuing promissory notes. The part that would be paid in cash would correspond to the amount that the warrant holders would pay in tax on any capital gains upon the transfer of the Warrants to the Company.
A warrant holder who wanted to accept the Offer were to notify the Company thereof on 8 March 2025 no later than 18.00 CET. A condition for being able to accept the Offer was that the warrant holder reinvested the entire repurchase consideration, net after tax, in shares in the Company by subscribing for shares in the Company with exercise of the remaining Warrants, and accepted that the Company, in connection with resolving on allotment of shares, could resolve on payment by way of set-off.
Based on the closing price of the Company’s share on Nasdaq Stockholm on 7 March 2025 and by applying the Black & Scholes valuation model, the market value of a Warrant was determined to SEK 14,88.
All warrant holders accepted the Offer. As a result, the Company has repurchased a total of 209 277 Warrants for a total purchase price of SEK 3 114 042, of which SEK 2 412 749 has been paid by issuing promissory notes and SEK 701 404 shall be paid in cash. At the same time, warrant holders have subscribed for a total of 33 792 shares in the Company at a subscription price of SEK 71.40 by exercising 30 723 Warrants, which corresponds to a total payment for subscribed shares of SEK 2 412 749. In connection with resolving on the allotment of shares, the board of directors of the Company resolved that the shares shall be paid by way of set-off. As a result, SEK 2 412 749 of the warrant holders’ promissory note receivables against the Company are set-off.
Through the subscription of shares that has taken place with the exercise of Warrants in connection with the Offering, the number of shares in the Company has increased by 33 792, which corresponds to a dilution of approx. 0,18 per cent of the number of shares and votes in the Company. The new shares have not yet been registered with the Swedish Companies Registration Office.
After the Offering there are no longer any outstanding Warrants.