New regulation for voluntary delisting published by ASK

Key points of the regulation

Given that continued listing of a company’s shares is often a prerequisite for smaller shareholders to realise any value from their shareholding, the starting point of the new rules remains that a listed company may only apply for delisting if the company is deemed not to meet the listing requirements of the marketplace.

With this in mind, the Swedish Securities Council has previously stated that, in principle, there must be unanimity among shareholders for a listed company to have the right to voluntarily apply for delisting, i.e., to apply for delisting even though the listing requirements are met. Previously, the Council required that such a decision (1) must be supported by all shareholders in attendance at a general meeting and (2) that they collectively represent at least nine-tenths of all shares in the company. Consequently, a voluntary delisting decision could previously be blocked by just one shareholder holding a single share in the company.

The new rules provide a significant easing of these requirements, in that it is sufficient for a decision on voluntary delisting to be supported by nine-tenths of the shares represented at a general meeting (regardless of the proportion of the company’s total shares represented at the meeting). However, the rules also specify that if there is a shareholder in the company who controls at least three-tenths of the votes, shareholders holding a majority of all other votes in the company must not have voted against the decision. Hence, a major shareholder still cannot push through a delisting decision contrary to the wishes of the minority.

Furthermore, the Delisting Rules specify how and when an application for delisting should be made, depending on the circumstances prompting the measure and the company’s status in relation to the marketplace’s listing requirements. The rules also include requirements regarding the provision of information to both the market and shareholders throughout the process.

How Lindahl can help

Lindahl’s equity capital markets group has extensive experience in guiding listed companies through an ever-evolving regulatory landscape. We offer tailored advice to assist companies in implementing these rules in their specific situations.

Contact us

For more information on how these rules may affect your company, or to discuss how we can support you throughout their implementation, please contact Lindahl’s Capital Markets group.