The board of directors of Magle Chemoswed Holding AB (publ), reg. no. 556913-4710 (the "Company"), has today resolved to propose that an extraordinary general meeting resolves on the delisting of the Company's shares from Nasdaq First North Growth Market ("Nasdaq First North"). The resolution is conditional upon the approval of an extraordinary general meeting. Notice of the extraordinary general meeting will be published through a separate press release.
Background
As announced on 10 July 2026, the Company has for some time been in constructive negotiations with bondholders representing approximately 79 per cent of the adjusted nominal amount of the Company's outstanding senior secured bond loan (ISIN SE0025197XXX) and (ISIN SE0029503XXX) (the "Bondholder Committee") regarding a long-term solution for the Company's financing and capital structure. The Company is in acute need of additional working capital to secure its continued operations, and the Company has reached an agreement with the Bondholder Committee on the key terms for a restructuring of the Company's outstanding debt and capital structure, including a debt-for-equity swap, issuance of super senior bonds and directed share issues (the "Restructuring"). In light of the Restructuring and the broader measures being undertaken to strengthen the Company's financial position and secure its continued operations, the board of directors has resolved to propose that the extraordinary general meeting resolves on the delisting of the Company's shares from Nasdaq First North.
"The proposed delisting follows directly from the situation the Company is in. Our task now is to complete the Restructuring, put the balance sheet on a sustainable footing and rebuild the operating business, and that work is best done with our resources directed at the business rather than at the requirements of a listed environment. Trading in our share has been limited for a long time, and following the Restructuring, the ownership of the Company will be more concentrated still, which means the listing no longer offers our shareholders what it was intended to. With a committed ownership base and the support of our bondholders, I believe the Company has better conditions to develop as an unlisted company, and it is on that development that we intend to focus," says Aaron Wong, Interim CEO of Magle Chemoswed Holding AB (publ).
The Stock Market Self-Regulation Committee (Sw. Aktiemarknadens självregleringskommitté) ("ASK") has published the Rules on Delisting of Shares at the Initiative of the Issuer (the "Delisting Rules"), which set out what constitutes generally accepted practice in the Swedish stock market when a company intends to apply for delisting from a Swedish marketplace. The Delisting Rules provide, inter alia, that an issuer may apply for voluntary delisting of its shares, provided that certain conditions are met, including that the delisting resolution is supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the general meeting. In addition, if there is one or several shareholders who, together with related parties, control at least three-tenths (3/10) of the votes in the company, a majority of all other votes in the company must not vote against the proposal. Furthermore, the Delisting Rules require that an application for delisting may not be submitted earlier than three (3) months after the market has been informed of the delisting plans.
The board's motives and considerations
In light of the background described above, the board of directors has carefully considered various alternatives and concluded that, with reference to section II.1.B) of the Delisting Rules, it shall propose to the extraordinary general meeting to resolve on the delisting of the Company's shares from Nasdaq First North. The reasons and motives for the board's proposal are the following:
As set out above, the Company is undergoing the comprehensive Restructuring of its outstanding debt and capital structure. The board of directors considers that the costs and administrative burden associated with maintaining the listing divert resources from the implementation of the Restructuring and the operational turnaround of the business. A delisting would allow the Company to allocate its limited resources towards strengthening its financial position and securing its continued operations.
Through the Restructuring, certain of the Company's principal shareholders and current and previous board members have demonstrated an active and long-term commitment to the Company, including through subscription commitments in directed share issues. There is accordingly a stable ownership base to support the Company's continued development also as an unlisted company.
Operating in a listed environment entails stringent requirements regarding, inter alia, continuous disclosure, preparation of quarterly reports and ensuring regulatory compliance, which is both time-consuming and costly. In addition, there are fees payable to Nasdaq First North, the Certified Adviser as well as costs for legal and financial advisers to a significantly greater extent than in an unlisted environment. The board of directors is of the opinion that these costs are no longer proportionate to the benefit for the Company or its shareholders of being listed.
The Company's shares have been admitted to trading on Nasdaq First North since 30 June 2020. The liquidity in the share has generally been low, with a daily average of approximately 12 thousand shares traded during the last twelve months. Trading in the Company's shares has thus for a prolonged period been very limited, making it more difficult for existing shareholders to buy and sell shares in the Company without materially affecting the share price. The low liquidity in the Company's shares reduces the practical value of being listed and has created difficulties for shareholders to realise their holdings, which in turn has diminished the general interest among potential investors.
Furthermore, the Company's ownership structure is today highly concentrated, with a limited number of shareholders holding a significant proportion of the total shares and votes in the Company. The concentrated ownership will, following completion of the Restructuring, be even more comprehensive. This concentration of ownership further reduces the free float available for trading on Nasdaq First North, which has a direct adverse effect on the liquidity in the Company's shares and limits the ability of the market to function efficiently for the Company's shareholders.
The board of directors has also noted that the climate for capital raising among listed companies has generally deteriorated in recent years, partly as a result of internal guidelines of many investors preventing investments in listed companies, despite expressed interest.
The board of directors further considers that a delisting would enable a more long-term and flexible strategic direction, where the Company can act without the short-term market demands that follow from being listed.
In view of the above factors, the board of directors is of the opinion that a continued listing of the Company's shares does not benefit the Company or its shareholders. A delisting is considered to create the conditions for a more purpose-driven, owner-governed company with better opportunities for financing, successful implementation of the Restructuring and increased focus on the long-term development and objectives of the business.
Extraordinary general meeting
The board's proposal for voluntary delisting of the Company's shares from Nasdaq First North is conditional upon the approval of the extraordinary general meeting. In accordance with the Delisting Rules, for a valid resolution, the proposal must be supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the extraordinary general meeting. In addition, if there is one or several shareholders who, together with related parties, control at least three-tenths (3/10) of the votes in the Company, a majority of all other votes in the Company must not vote against the proposal. Notice to convene the extraordinary general meeting will be published today through a separate press release.
Shareholders expected to represent approximately 89.67 per cent of the shares and votes in the Company at the extraordinary general meeting have informed the Company that they intend to vote in favour of the delisting. Furthermore, the Bondholder Committee has indicated that it is supporting the proposed delisting of the Company's shares.
Preliminary timetable for the delisting
| 26 August 2026 | Extraordinary General Meeting. |
| 28 October 2026 | Application for delisting submitted to Nasdaq Stockholm (at the earliest three (3) months from today's date). |
| October/November 2026 | Nasdaq Stockholm approves the delisting and announces the last day of trading. The Company publishes a press release regarding the last day of trading. |
| November 2026 | Expected last day of trading in the Company's shares on Nasdaq First North (preliminary two (2) weeks after Nasdaq Stockholm has resolved on the delisting). |
Contacts
Aaron Wong, Interim CEO, CFO, phone +46 (0)76 664 35 79, aaron.wong@maglegroup.com
About Us
The Magle Group aims to establish itself as a leader in high-quality life-changing healthcare innovations to meet medical needs through scientific excellence. Today, the Group includes two operational areas. Magle Chemoswed - a contract manufacturing organization (CMO) with a strong reputation for its high-quality development and manufacturing expertise and Magle Biopolymers A/S - a specialized manufacturing organization of Dextran technology. Learn more on www.maglechemoswed.com and www.maglegroup.com and www.maglebiopolymers.com
Redeye Nordic Growth AB is the company's Certified Adviser.
This information is information that Magle Chemoswed 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 2026-07-27 07:45 CEST.
