Bulletin from the extraordinary general meeting held on 30 March 2026
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Sällanköp |
| Industri | Betting |
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Announces the decision to divest Scout Holding Ltd, and sets out its intentions regarding the Company’s continued operations
At the extraordinary general meeting of Scout Gaming Group AB, company registration number 559119-1316 (“the Company” or “Scout”), which took place today, 30 March 2026, the following resolutions were passed by the required majority. Scout has today also completed the divestment of all shares in the subsidiary Scout Holding Ltd, Maltese reg. no. C 64898 (the “Subsidiary”), including all shares in the subsidiaries Scout Ltd, Maltese reg. no. C 64899, Scout & Co, Maltese reg. no. C 81596, and Scout Fantasy LLC, reg. no. 11621904 (Virginia, USA), which are held by the Subsidiary (together with the Subsidiary referred to as the “Business”).
Disposal of Scout Holding Ltd
The AGM resolved, in accordance with the Board’s proposal, to approve the disposal of all shares held by the Company in the Subsidiary to ImpactWin Group AB (publ) (“ImpactWin”). On 10 March 2026, the Company entered into a share transfer agreement with ImpactWin regarding the disposal of all shares in the Subsidiary, which was, among other things, conditional upon the AGM approving the disposal (the “Share Purchase Agreement”). The purchase price for the shares in the Subsidiary amounts to SEK twenty-five million (25,000,000) and shall be paid by ImpactWin issuing a promissory note to the Company in connection with the completion of the transaction (the “Set-off Promissory Note”), which shall bear no interest and be payable on demand. The Company undertakes to set off the Set-off Promissory Note against payment for 10,591,102 newly issued shares in ImpactWin (the “Consideration Shares”).
The purchase price has been determined through arm’s-length negotiations between the Company and ImpactWin. ImpactWin has been valued in the transaction at SEK one hundred and forty million (140,000,000) (pre-money), based on an independent valuation carried out by an external valuer. At the time of the Share Purchase Agreement, the total number of shares in ImpactWin amounts to 59,310,646, which implies a subscription price of approximately SEK 2.36 per Consideration Share. Based on this valuation and the purchase price for the Subsidiary of SEK twenty-five million (25,000,000), the Consideration Shares will represent approximately 15.2 per cent of the total number of shares and votes in ImpactWin following completion of the set-off issue.
The transaction is expected to be completed in April 2026 as soon as the conditions for completion of the transaction have been met.
Further information regarding the disposal of the Subsidiary is set out in a previous press release published on 10 March 2026.
Intention to apply for delisting and to pursue voluntary liquidation
It is the Board’s intention, following the completion of the transaction and in the event that there are no other strategic alternatives for the Company at that time, to apply for the delisting of the Company’s shares from Nasdaq First North Growth Market (the “Marketplace”) and to work towards a voluntary liquidation of the Company. The final day of trading in the Company’s shares on the Marketplace will be announced once the Company has received confirmation from the Marketplace.
Intention to convene an extraordinary general meeting to resolve on a distribution in kind of the Consideration Shares
Following completion of the transaction, the Company’s principal asset will consist of the Consideration Shares in ImpactWin. It is the Board’s intention, following completion of the transaction, to convene an extraordinary general meeting to resolve on a distribution in kind of the Consideration Shares to the Company’s shareholders in proportion to their respective shareholdings in the Company. The distribution of assets is intended to be carried out in accordance with the provisions of Chapter 18 of the Companies Act (2005:551) and is subject to there being sufficient distributable funds in the Company at the time of the distribution resolution, and to the distribution otherwise appearing to be justifiable in view of the demands that the nature, scope and risks place on the size of the equity capital, as well as the Company’s consolidation requirements, liquidity and financial position in general.