SmartCraft ASA (SMCRT) - Relisting to Stockholm proceeds, announcement of cross-border merger
1 December 2025 - The Board of Directors of SmartCraft ASA ("SmartCraft" or the "Company") has decided to proceed with the plan to transfer the company's share listing from Oslo Børs to Nasdaq Stockholm (the "Relisting"). Today, the Board resolved a cross-border merger plan between SmartCraft ASA and the Swedish subsidiary SmartCraft Group AB (publ) ("SmartCraft SWE") to effect the Relisting. The Relisting is estimated to take place during Q1 2026.
The process to explore a potential transfer of the Company's share listing from Oslo Børs to Nasdaq Stockholm was announced on 16 June 2025.
"The Board expects the Relisting on Nasdaq Stockholm will drive awareness of SmartCraft, deepen the investor interest and unlock additional liquidity pools. Sweden is the Company's largest market by revenue, and Nasdaq Stockholm hosts a substantial number of listed software-as-a-service ("SaaS") companies and investors with strong familiarity with the SaaS business model", said Mette Kamsvåg, Chairperson of the Board.
The merger plan is subject to the subsequent approval by an extraordinary general meeting in SmartCraft. The cross-border merger is intended to be carried out by SmartCraft merging with SmartCraft SWE, with the latter as acquiring entity. As a result, shareholders will have their shares in SmartCraft exchanged with SmartCraft SWE shares on a pro rata-basis. Concurrently, SmartCraft's shares are intended to be delisted from Oslo Børs, shortly after which SmartCraft SWE's shares are intended to be listed on Nasdaq Stockholm. More detailed information for existing shareholders regarding the process, important dates and any required actions will be provided in subsequent communications from the Company.
The merger plan implies that the assets and liabilities of SmartCraft will be transferred to SmartCraft SWE through a cross-border merger by way of absorption, to facilitate the Relisting. SmartCraft SWE is a wholly-owned Swedish subsidiary of the Company and has no operations of its own. When the cross-border merger is completed, the shareholder structure and the composition of the Board of Directors and management of SmartCraft SWE will be identical to the shareholder structure and composition of the Board of Directors and management of SmartCraft as in effect immediately prior to completion of the cross-border merger. SmartCraft SWE will be described in more detail in a prospectus to be approved by the Swedish Financial Supervisory Authority (the "SFSA"). The prospectus will also contain practical information for shareholders with respect to delivery and trading of their SmartCraft SWE shares after the Relisting. Completion of the cross-border merger and the Relisting is conditional upon, inter alia, obtaining relevant approvals from Nasdaq Stockholm and relevant governmental authorities. The cross-border merger and the Relisting are estimated to be completed late Q1 2026, but may be completed later if deemed necessary by the Board of Directors of SmartCraft ASA and SmartCraft SWE.
The cross-border merger requires a resolution by an extraordinary general meeting ("EGM") of the shareholders of SmartCraft. Further information and the proposed resolutions will be included in the notice to the EGM which will be announced separately on or around 13 December 2025. The EGM is planned to be held in January.
The merger plan for the cross-border merger, together with appended documentation and other relevant documents, is available on the Company's website. Further practical information to existing shareholders in connection with the Relisting to Nasdaq Stockholm will be published in due course.
For the purpose of ensuring that the listing requirements of Nasdaq Stockholm regarding sufficiently broad distribution of shares are met, SmartCraft SWE intends to carry out a share issue to retail investors in connection with the Relisting (the "Distribution Offer"). The Distribution Offer is not expected to exceed 1 million shares. The Company considers the expected net proceeds to be immaterial in the context of its operations and does not intend to allocate the proceeds to any specific use other than for general corporate purposes.
This announcement includes inside information as defined in article 7 of the EU Market Abuse Regulation and was published in accordance with section 5-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Hanna Konyi, Interim CEO
Email: hanna.konyi@smartcraft.com | Phone: +46 70 524 46 88
About SmartCraft
SmartCraft is the leading Nordic provider of mission-critical SaaS solutions to SMEs in the construction sector, increasing their productivity, margins, and resource efficiency. The Group currently has more than 14 100 customers and 270 employees distributed across Norway, Sweden, Finland and UK. SmartCraft was listed on the Oslo Stock Exchange in June 2021.