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Nordic Waterproofing Holding A/S

09/11/2020 | Press release | Distributed by Public on 09/11/2020 08:00

Nordic Waterproofing adopts a joint merger plan, publishes a listing prospectus and intends to convene an extra general meeting in the continuing process of re-domiciling the[...]

Nordic Waterproofing adopts a joint merger plan, publishes a listing prospectus and intends to convene an extra general meeting in the continuing process of re-domiciling the parent company to Sweden.
Nordic Waterproofing Holding A/S ('Nordic Waterproofing' or the 'Company') has
decided to carry out a re-domiciliation of the parent company from Denmark to
Sweden for the purpose of simplifying the legal structure (as previously
announced in PR 2019-12-10 and PR 2020-06-26). The boards of directors of the
Company and its wholly owned Swedish subsidiary Nordic Waterproofing Holding AB
have adopted a joint merger plan entailing that the re-domiciliation will be
carried out by way of a cross-border reverse merger. Following the merger,
Nordic Waterproofing Holding AB will be the new parent company in the group with
the same shareholder structure as in Nordic Waterproofing Holding A/S. The
shares in Nordic Waterproofing Holding AB are intended to be listed on Nasdaq
Stockholm in connection with the execution of the merger, the Nordic
Waterproofing group will continue to be traded on Nasdaq Stockholm, the group's
operations will be unchanged and no employees will be affected.

For the purpose of simplifying the legal structure (as previously announced in
PR 2019-12-10 and PR 2020-06-26), the boards of directors of the Company and
Nordic Waterproofing Holding AB have today adopted a joint merger plan,
according to which the Company, as the transferor company, shall be merged with
Nordic Waterproofing Holding AB, as the transferee company, through a cross
-border reverse merger with the transferee company as the surviving entity. The
merger consideration, consisting of shares in Nordic Waterproofing Holding AB,
has been determined with the objective to reflect the current ownership
structure of the Company. The shareholders of the Company will, according to the
merger plan, receive one share in Nordic Waterproofing Holding AB for every
share held in the Company on the day of the merger.

The shares in Nordic Waterproofing Holding AB are intended to be listed on
Nasdaq Stockholm in connection with the execution of the merger. The application
for admission to trading of the shares in Nordic Waterproofing Holding AB on
Nasdaq Stockholm has been approved by Nasdaq Stockholm's Listing Committee,
subject to customary conditions, and the Swedish Financial Supervisory Authority
(Sw. Finansinspektionen) has today approved Nordic Waterproofing Holding AB's
listing prospectus.

The execution of the merger is subject to the shareholders' approval. The board
of directors of the Company intends to issue a notice to convene an
extraordinary general meeting on 14 September 2020 and to propose the
extraordinary general meeting to resolve to approve the merger.

The intention is that the last day of trading in the shares of the Company will
occur on or about 27 November 2020 and that the execution of the merger and
first day of trading in Nordic Waterproofing Holding AB's shares will occur on
or about 30 November 2020.

Following the planned re-domiciliation, the Nordic Waterproofing group will
continue to be traded on Nasdaq Stockholm, the group's operations will be
unchanged and no employees will be affected.

The joint merger plan and the listing prospectus have been made available at
www.nordicwaterproofing.com today.

For further information, please contact:
Per-Olof Schrewelius, CFO and investor relations
Telephone: +46 707 82 79 58
E-mail: [email protected]

Nordic Waterproofing is one of the leading providers in the waterproofing market
in northern Europe. The Company provides high-quality products and solutions for
waterproofing in Sweden, Finland, Denmark, Norway, Belgium, the Netherlands,
Poland, the United Kingdom and Germany. Nordic Waterproofing also provides
installation services through wholly-owned subsidiaries In Finland and through
part-owned franchise companies in Denmark. The Company markets its products and
solutions under more than ten brands, all with an extensive heritage, most of
which are among the most established and well-recognized brands in waterproofing
in their respective markets, such as Mataki, Trebolit, Phønix Tag Materialer,
Kerabit, Nortett, SealEco, Distri Pond, SPT-Painting, Taasinge Elementer, RVT
and Veg Tech. Nordic Waterproofing is listed in the Mid Cap segment on Nasdaq
Stockholm with the stock ticker NWG.

Attachments:
09115294.pdf