Voluntary Delisting – Today the new regulation enters into force

Today, 1 September 2025, the new Rules on Delisting of Shares at the Initiative of the Issuer (“Delisting Rules”) issued by the Association for Generally Accepted Principles in the Securities Markets (Sw. “Aktiemarknadens självregleringskommitté”) enters into force. The new Delisting Rules open up for voluntary delisting beyond what has previously been possible and provide listed companies with a process for delisting from a regulated market or Multilateral Trading Facility. The Delisting Rules also codify previous established practice.

The majority requirements in relation to the previous regulation

The Swedish Securities Council have previously in its practice only established limited possibilities for voluntary delisting from the point of view of self-regulation and Generally Accepted Practice in the Securities Market.

The new Delisting Rules provides shareholders with a genuine option to voluntarily delist. Previously, the requirement for voluntary delisting (i.e. in a situation where the listing requirements are fulfilled and there are no qualified factual reasons for a delisting) has included the resolution by a General Meeting supported[1] by all shareholders present at the meeting and those shareholders representing at least 90 percent of the shares in the company. Consequently, a single shareholder was able to block a delisting.

With the new Delisting Rules, a voluntary delisting only requires (insofar as self-regulation and Generally Accepted Practice in the Securities Market are concerned) the support (at a General Meeting) by shareholders representing at least 90 percent of the votes cast and the shares represented at the meeting. There will be no minimum requirement as to shares represented at the General Meeting. If, however, the Company has a shareholder, which together with related parties controls more than 30 percent of the shares, then shareholders representing a majority of the remaining shares must not vote against the proposal.

Information to the market

In its notice to convene the General Meeting, the Board of Directors when proposing to implement a voluntary delisting must include the reasons and deliberations behind the proposal, a timeline and the majority requirements for a resolution to delist.

Once resolved by the General Meeting, the market must be informed of the delisting plans through a press release. This announcement shall be made as soon as possible after the resolution. The application (to the regulated market or the trading facility) for delisting cannot be submitted earlier than three (3) months after the market has been informed of the plans.

Conclusion

Although the Delisting Rules will provide a more realistic option for listed companies to delist, a company that considers delisting must still consider all shareholders and their interest when proposing a resolution to delist and ensure compliance with the Swedish Companies Act (Sw. “Aktiebolagslag (2005:551)”). That said, the new Delisting Rules should provide for a feasible and affordable exit from the public markets when e.g. the costs of a listing are not outweighed by a corresponding benefit, which in practice is probably not entirely unusual.

[1] As for the majority requirements under law for amending the articles so as limit the transferability of shares or resolving for a public company to become private.