As previously communicated, Hotel Fast SSE AB (the "Company") has, since January 2025, not completed payments to the Company's creditors and the board of directors of the Company has reviewed potential strategic alternatives, including the possibility to sell all or parts of the group's assets. Subsequent to this, the board of directors has identified potential buyers of the Company's business and now seeks shareholders' approval of these transactions. In view thereof, the board of directors of the Company has resolved to convene an extraordinary general meeting (the "EGM") to be held on September 4, 2025.
In connection with this, the board of directors has prepared a balance sheet for liquidation purposes in accordance with Chapter 25, Section 13 of the Swedish Companies Act, reviewed by the Company's auditor, which shows that the Company's equity is less than one half of the registered share capital. Hence, it is proposed that the EGM also resolves on whether the Company should continue to operate or enter into liquidation (Sw. första kontrollstämma).
The board of directors' proposal for the business transfers
In order to enable the Company to fulfill the Company's obligations to its creditors, negotiations are currently being conducted regarding the divestment of the business that operates First Hotel Planetstaden in Lund and the business that owns and manages the group's properties (the "Transfers"). Since the Transfers would result in the divestment of the main business currently conducted in the Company and its group, the board of directors has today proposed that the Transfers shall be approved by the shareholders of the Company at the EGM to be held on September 4, 2025. Final terms of the Transfers will be announced if and when an agreement is reached.
If the negotiations regarding the Transfers are successful and approved by the EGM, the board of directors of the Company intends to consider strategic alternatives that may result in (1) the continuation of the existing business following the acquisition of new assets, (2) the acquisition or incorporation into the Company of a new shareholder value-creating business through a so-called reverse takeover, or (3) ultimately, the liquidation of the Company. If the Company is liquidated, it is expected that essentially what is stated in the proposal to the meeting regarding liquidation will apply.
As the negotiations regarding the Transfers are still ongoing, it is not possible to provide information on the total consideration that the Company would receive if the Transfers are completed. However, after the Company has fulfilled its obligations to existing creditors, no significant value is expected to remain in the group if the Transfers are completed. It is the intention of the board of directors that agreements may be reached in relation to the Transfers in the near future, but there can be no assurance that this will occur or that the Transfers will be completed. The board of directors expects that the Transfers will be completed on market terms.
If the EGM does not approve the Transfers, it is the board of directors' view that the Company would be insolvent in which case the board of directors intends to file for bankruptcy of the Company.
Balance sheet for liquidation purposes and proposal for liquidation
The board of directors of the Company has, in accordance with Chapter 25, Section 13 of the Swedish Companies Act, prepared a balance sheet for liquidation purposes, reviewed by the Company's auditor, which showed that the Company's equity is less than half of the registered share capital. The capital shortage has occurred as a result of the circumstance that the Company has not made payments to its creditors for a prolonged period, entailing that it can no longer be assumed that the Company can continue to trade as a going concern.
In view thereof, the board of directors has proposed to the EGM that it examines whether the Company should continue to operate or enter into liquidation (Sw. första kontrollstämma). The formal proposal will be included in the notice to the EGM which, including other documents to be published together with the notice according to the Swedish Companies Act, will be published shortly.
Primary proposal of the board of directors - continued operations
The board of directors of the Company has put together an action plan to ensure the restoration of the Company's equity. The plan entails that the Transfers shall be carried out. Thus, the board of directors proposes to the meeting that the Company shall not enter into liquidation and that, instead, the Company shall continue to conduct its operations.
A resolution that the Company shall continue to conduct its operations means that a new general meeting shall be convened within eight months from the initial meeting for liquidation purposes, to resolve, on the basis of a new balance sheet for liquidation purposes, whether the Company shall enter into liquidation (second meeting for liquidation purposes). If the Company's equity, as per the balance sheet for liquidation purposes presented at the second meeting for liquidation purposes, is less than the registered share capital, the Company is obligated to enter into liquidation.
The board of directors' primary proposal is conditional upon the meeting approving the Transfers.
Secondary proposal of the board of directors - liquidation
Notwithstanding the primary proposal that the Company shall continue to conduct its operations, the board of directors is, under the Swedish Companies Act, obligated to prepare and present to the meeting a complete proposal for liquidation. Accordingly, the board of directors proposes, as a secondary proposal, that the meeting resolves that the Company shall enter into liquidation.
The Company's equity is less than half of the registered share capital, as shown by the balance sheet for liquidation purposes prepared by the board of directors as per August 18, 2025.
Should the meeting resolve that the Company shall enter into liquidation, such resolution is proposed to become effective as of the date the liquidation is registered by the Swedish Companies Registration Office.
It is estimated that distribution of the Company's remaining assets shall occur, at the earliest, seven months after the Swedish Companies Registration Office having registered the resolution to enter into liquidation.
The proceeds remaining to be distributed to the shareholders are conservatively estimated to be SEK 0 per share.
Considering the present circumstances, the board of directors is of the opinion that it is only possible to make a rough estimate of the date for distribution and the remaining capital to be distributed.
For further information, please contact:
Pål Mörch, CEO
Tel: +47 936 16 666
E-mail: pm@firsthotels.com
About Hotel Fast SSE AB
Hotel Fast SSE AB (publ) is an independent company listed on Nasdaq First North in Sweden (Ticker: HOTEL), managing and operating hotel properties. The head office is located in Stockholm. Mangold Fondkommission, tel +46 8 503 01 550, is the Company's Certified Adviser. For more information, visit www.hotelfastab.se.
This information is information that Hotel Fast SSE AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2025-08-18 22:24 CEST.
