Bifogade filer
Wall to Wall divests Coatab Rörteknik AB and proposes redemption of A shares, among other measures
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Tjänster |
| Industri | Industri |
Wall to Wall Group AB (“Wall to Wall” or the “Company”) has today entered into an agreement to divest all shares in the subsidiary Coatab Rörteknik AB (“Coatab”) to its founder through the company JVG AB (“JVG”). The agreement is, among other conditions, subject to approval by a general meeting of shareholders.
The divestment is part of Wall to Wall’s efforts to optimize its offering within pipe relining and is in line with the Group’s communicated direction towards standardized materials and working methods. Coatab has had a negative impact on earnings during the current year, and the divestment is not expected to have any material effect on Wall to Wall’s future financial performance or position. The transaction will result in an impairment of shares in subsidiaries, which will be recognized in the second quarter of 2025.
The consideration for the divestment will be paid partly through the redemption of up to 189,073 of JVG’s A shares in the Company and partly through a preliminary cash purchase price, corresponding to the settlement of net debt, an adjustment for working capital compared to the average working capital, and the financial result of Coatab since 1 January 2025.
The redemption of A shares as described above is proposed to be carried out through a reduction of the Company’s share capital by no more than SEK 48,110.192069 for repayment to JVG, by means of a directed redemption of up to 189,073 of the Company’s A shares, each with a quota value of SEK 0.254453, as repayment in kind consisting of a total of 25,000 shares in the aforementioned subsidiary, corresponding to 100% of the shares in the subsidiary.
Each A share is valued at SEK 58.00 in connection with the redemption. The redemption amount per A share has been determined by the Board of Directors of Wall to Wall based on arm’s length negotiations with JVG and taking into account the volume-weighted average price of the Company’s A shares during the period 17 April 2025 to 19 May 2025. In the Board’s assessment, the redemption price is consistent with market terms.
To enable an efficient redemption process without requiring approval from the Swedish Companies Registration Office or a general court, it is further proposed that the general meeting resolves to increase the Company’s share capital by an amount corresponding to the capital reduction through a bonus issue, by transfer from unrestricted equity according to the most recently adopted balance sheet. The bonus issue shall be carried out without issuing new shares.
An extraordinary general meeting is intended to be held on 30 June 2025 to approve the above-mentioned divestment, the Board’s proposal to reduce the share capital through directed redemption of A shares, and the simultaneous increase of the share capital through a bonus issue (without issuing new shares).
Notice of such extraordinary general meeting will be published shortly.