Alligo proposes distribution and listing of Momentum Group on Nasdaq Stockholm

Background and reasons for the Distribution and the Listing

In April 2021, Alligo’s Board of Directors (then Momentum Group) instructed the management to investigate the possibilities and conditions for a possible separation of the group into two separate listed companies with the aim of creating increased shareholder value in both the short and long term through increased focus on the respective areas.

In September 2021, the Board of Directors decided to proceed with preparations for a separate listing of the Components & Services business area on Nasdaq Stockholm under the name Momentum Group. Momentum Group is considered to have a good financial position in terms of cash flow and balance sheet and the Board of Directors of Alligo and Momentum Group therefore consider that Momentum Group is ready to take the step to become an independent listed company. A separation of the group through a separate listing of Momentum Group is considered a logical step in order to leverage the strategic and operational opportunities within the group’s businesses, while at the same time capitalising on the opportunities for long-term profitable growth within Momentum Group, both organically and acquisition-driven, thereby contributing to increased shareholder value. Furthermore, a separation is considered to facilitate a review of the respective activities while allowing shareholders to adjust their holdings in each company according to their own wishes.

Extraordinary General Meeting in Alligo to resolve on the Distribution and election of a new Board of Directors

The Board of Directors of Alligo has resolved to convene an Extraordinary General Meeting on 23 March 2022 to decide on the Distribution and to elect a new Board of Directors upon proposal of the Company’s Election Committee. As part of the preparations for the separate listing, a new Board of Directors was appointed in the subsidiary Alligo Holding AB in October 2021, consisting of Göran Näsholm (Chairman), Johan Eklund, Stefan Hedelius, Cecilia Marlow, Johan Sjö and Christina Åqvist, wherein the Election Committee has proposed to the Extraordinary General Meeting the election of a new Board of Directors in Alligo, corresponding to the Board of Directors of Alligo Holding AB. Notice of the Extraordinary General Meeting on 23 March 2022 will be published separately.

Implementation of the Distribution

If the shareholders of Alligo resolve at the Extraordinary General Meeting on 23 March 2022 to distribute, in accordance with the proposal of the Board of Directors of Alligo, all of Alligo’s shares in Momentum Group to the shareholders of Alligo, the shareholders of Alligo will receive one (1) Class A share in Momentum Group for each Class A share held on the record date 25 March 2022 and one (1) Class B share in Momentum Group for each Class B share held on the record date 25 March 2022. For those who are registered as shareholders in Alligo on the record date on 25 March 2022, no further action is required to obtain shares in Momentum Group.

Assuming that at the Extraordinary General Meeting on 23 March 2022, Alligo’s shareholders resolve to distribute all of Alligo’s shares in Momentum Group to the shareholders of Alligo, a total of 564,073 Class A shares and 49,916,816 Class B shares will be distributed. Alligo owns 425,300 Class B shares in Alligo, which will not be entitled to shares in Momentum Group in the Distribution.

The distribution of shares in Momentum Group is deemed to take place in accordance with the so-called Lex ASEA rules, which means that no immediate taxation will occur. Complete terms and conditions for the Distribution will be included in the prospectus to be published by Momentum Group in connection with the Listing.

Admission to trading on Nasdaq Stockholm

Momentum Group’s Board of Directors has applied for admission to trading for Momentum Group’s Class B shares on Nasdaq Stockholm. Nasdaq Stockholm’s Listing Committee informed on 25 February 2022 that Momentum Group meets the applicable requirements for listing on Nasdaq Stockholm. Nasdaq Stockholm will approve an application for admission to trading of Momentum Group’s Class B shares subject to certain customary conditions, including that Momentum Group submits such an application and that the distribution requirement for Momentum Group’s shares is met.

The anticipated first day of trading is 31 March 2022. Momentum Groups ticker on Nasdaq Stockholm will be MMGR B.

Prospectus

Momentum Group will prepare a prospectus prior to the admission to trading of Momentum Group’s Class B shares on Nasdaq Stockholm. The prospectus is expected to be published on or about 15 March 2022.

Information memorandum for the Extraordinary General Meeting

As a basis for the resolution on the Distribution and the election of a new Board of Directors at the Extraordinary General Meeting of Alligo on 23 March 2022, Alligo will publish an information memorandum on or around 2 March 2022.

Preliminary time schedule

2 March          The information memorandum for the Extraordinary General Meeting on 23 March 2022 is published.

15 March        The prospectus is published.

15 March        Record date for the right to attend the Extraordinary General Meeting.

23 March        Extraordinary General Meeting in Alligo for resolution of the Distribution of the shares in Momentum Group and election of a new Board of Directors in Alligo.

23 March        Last day of trading in Alligo’s shares, including the right to distribution.

24 March        First day of trading in Alligo’s shares, excluding the right to distribution.

25 March        Record date for the right to receive shares in the Distribution.

31 March        First day of trading in Momentum Group’s Class B shares on Nasdaq Stockholm.

Advisor

Danske Bank is financial advisor and Advokatfirman Delphi is legal advisor in connection with the Distribution and the Listing.

For further information, please contact:
Clein Ullenvik, President & CEO
Tel +46 8 712 00 00
clein.ullenvik@alligo.com

This information is information that Alligo AB (publ) is obliged to publish under the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 16:00 CET on 25 February 2022.

Alligo is a leading reseller of industrial consumables and components, service and maintenance to professional end users in the industrial and construction sectors in the Nordic region. The Group has annual revenue of approximately SEK 10 billion and approximately 2,700 employees. Alligo AB (publ) has been listed on Nasdaq Stockholm since June 2017. Read more at www.alligo.com.