Background

Permascand’s primary shareholder Altor, who after a public tender offer controls more than 90 percent of the shares in Permascand, has initiated compulsory redemption of the remaining shares in Permascand and at the same time requested that the shares in Permascand be delisted from Nasdaq First North Growth Market. Permascand’s board of directors resolved on 14 February 2024 to apply for de-listing from Nasdaq First North Growth Market and Nasdaq First North Growth Market granted Permascand’s application on 19 February 2024. The last day of trading in the share on Nasdaq First North Growth Market was 29 February 2024.

Compulsory redemption is a process whereby a majority shareholder, who holds at least 90 percent of the shares in a company, has the right to compulsorily purchase all the minority shareholders’ shares in the company.

After the arbitral award on compulsory redemption has become legally binding, the majority shareholder will instruct Euroclear to execute the compulsory redemption and pay the redemption amount. This may take approximately 12-18 months from the majority shareholder’s request for compulsory redemption.

Questions and answers – de-listing and compulsory redemption

1. De-listing

1.1 What does the de-listing imply for the company and me as a shareholder?

Permascand’s primary shareholder Altor, who after a public tender offer controls more than 90 percent of the shares in Permascand, has at the same time initiated compulsory redemption of the remaining shares in Permascand and requested that the shares in Permascand be delisted from Nasdaq First North Growth Market. Permascand’s board of directors resolved on 14 February 2024 to apply for de-listing from Nasdaq First North Growth Market and Nasdaq First North Growth Market granted Permascand’s application on 19 February 2024. The last day of trading in the share on Nasdaq First North Growth Market was 29 February 2024.

After the de-listing, the company is no longer subject to the rules, including market disclosure requirements, applicable to a company listed on Nasdaq First North Growth Market and the shares in the company can no longer be traded on Nasdaq First North Growth Market.

1.2 Why will Permascand be de-listed?

Permascand’s primary shareholder Altor, who after a public tender offer controls more than 90 percent of the shares in Permascand, has at the same time initiated compulsory redemption of the remaining shares in Permascand and requested that the shares in Permascand be delisted from Nasdaq First North Growth Market. Permascand’s board of directors resolved on 14 February 2024 to apply for de-listing from Nasdaq First North Growth Market and Nasdaq First North Growth Market granted Permascand’s application on 19 February 2024.

1.3 Am I, as a shareholder, required to do anything?

No, as a shareholder you do not have to do anything following the de-listing unless you are subject to specific requirements in addition to those applicable to shareholders in general. Please contact your bank and/or your legal adviser if you are uncertain how the de-listing will affect you.

1.4 What happens to my shares?

You will remain the owner of your shares after the de-listing. However, the shares cannot be traded on Nasdaq First North Growth Market. Please note that the company’s majority shareholder, Altor, have called for compulsory redemption of your shares. A compulsory redemption proceeding is usually completed within 12-18 months from the initiation of the compulsory redemption by a majority shareholder (see below).

2. Compulsory redemption

2.1 What does the compulsory redemption imply for the company and me as a shareholder?

Compulsory redemption is a process whereby a majority shareholder, who holds at least 90 percent of the shares in a company, has the right to compulsorily purchase all the minority shareholders’ shares in the company in accordance with the Swedish Companies Act (2005:551). Whether such a right exists, as well as the price the majority shareholder is to pay for the minority shareholders’ shares, is determined by arbitration.

2.2 When will the compulsory redemption take place?

Compulsory redemption proceedings are usually completed within 12-18 months from the initiation of the compulsory redemption by a majority shareholder, but may last a shorter or longer period of time.

2.3 I do not want to be compulsorily redeemed. Can I continue to own shares?

No, the majority shareholder acquires all shares in the company through the compulsory redemption proceedings. Therefore, once the compulsory redemption proceedings have been completed, you will have your shares compulsorily redeemed by the majority shareholder.

2.4 When will I be paid?

After the arbitral award on compulsory redemption has become legally binding, the majority shareholder will instruct Euroclear to execute the compulsory redemption and pay the redemption amount. This may, as stated above, take approximately 12-18 months from the majority shareholder’s request for compulsory redemption. If the majority shareholder requests, and obtains, a so-called advance possession to the shares, payment of the amount conceded by the majority shareholder may take place earlier.

2.5 How much will I be paid?

The compulsory redemption price will be determined by arbitration. The starting point is that minority shareholders should receive compensation corresponding to the price in Altor’s public tender offer, but the arbitrators may decide that a different price should apply if there are special reasons that justify it.

2.6 Am I, as a shareholder, required to do anything?

No, you as a shareholder do not need to do anything in connection with the compulsory redemption proceedings. If you wish to bring your own action or appoint a joint arbitrator under the Swedish Companies Act, this must be done no later than two weeks from the date of the announcement that compulsory redemption has been initiated. Otherwise, the Swedish Companies Registration Office will appoint a trustee to appoint a joint arbitrator for the minority shareholders and to safeguard the rights of absent minority shareholders in the compulsory redemption proceedings.

2.7 Can I sell my shares before the compulsory redemption to avoid the compulsory redemption proceedings?

For any sales you should contact your bank.

I want to represent myself in the compulsory redemption proceedings. What is the procedure for this?
If a shareholder wishes to bring its own action, this must be notified in writing to Permascand no later than two weeks from the date of the announcement that compulsory redemption has been initiated. The notification shall be sent by mail to Permascand Top Holding AB, Att. Board of Directors, Folkets Husvägen 50, 840 10 Ljungaverk, Sweden.

2.8 Where can I receive information on the status of the compulsory redemption proceedings, and how can I ensure that my shares are redeemed?

If a shareholder wishes to bring its own action, this must be notified in writing to Permascand no later than two weeks from the date of the announcement that compulsory redemption has been initiated. The notification shall be sent by mail to Permascand Top Holding AB, Att. Board of Directors, Folkets Husvägen 50, 840 10 Ljungaverk, Sweden.

2.9. Where can I receive information on the status of the compulsory redemption proceedings, and how can I ensure that my shares are redeemed?

The Swedish Companies Registration Office will appoint a trustee to appoint a joint arbitrator for the minority shareholders and to safeguard the rights of absent minority shareholders in the compulsory redemption proceedings. Once a trustee has been appointed, minority shareholders may contact the trustee with any questions about the compulsory redemption proceedings. After the arbitral award on compulsory redemption has become legally binding, the majority shareholder will instruct Euroclear to execute the compulsory redemption and pay the redemption amount. This may, as stated above, take approximately 12-18 months from the majority shareholder’s request for compulsory redemption. For any other question, please contact your bank and/or your legal adviser.