WindowMaster International A/S: WindowMaster has today closed the deal of acquiring Danish company Climatic A/S

26. februar 2021

Company Announcement No. 010 – 2021
Copenhagen, 26th of February 2021

 

Today WindowMaster International A/S has finalized the process of acquiring 100% of the shares in Climatic A/S. Climatic A/S will be a subsidiary under WindowMaster International A/S as of 1st of January 2021. See also Announcement No 090 – from 15th of February for more details. In connection with executing the purchase price – the Board of Directors have today decided to increase the Company’s share capital.

Pursuant to article 5.1 of the Company’s articles of association the Board of Directors are authorized to increase the share capital of the Company at market price without pre-emption right for the existing shareholders.

Part of the consideration for the shares is paid by issuance of shares in the Company to the sellers of Climatic A/S. Consequently, the share capital is increased with nominal DKK 113,671 by way of contribution in kind of shares in Climatic A/S. The subscription rate for the new shares have been set as the average of the closing price for the Company’s shares in the period 8th to 12th of February 2021.

A valuation report was presented in accordance with section 160 of the Danish Companies Act, cf. section 36, prepared by the auditor regarding the value of the Climatic A/S shares to be contributed.

With reference to section 158 of the Danish Companies Act, it is stated:

  • that the minimum and maximum amount of the share capital increase shall be nominal DKK 113,671;
  • That the new shares are subscribed for by contribution in kind, cf. enclosed valuation report;
  • that the subscription is made at a subscription rate of 1,319.6 i.e., the total subscription amount is DKK 1,500,002.52;

As part of integrating Climatic A/S with WindowMaster – the Board of Directors have today decided that 36,255 warrants are issued and granted to new Operations Director, Rasmus Plougmann Laursen, on the terms set out in the company warrant program.

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