SmartCraft ASA (SMCRT) – Minutes of Extraordinary General Meeting

SmartCraft ASA's extraordinary general meeting on 12 January 2026 approved all board proposals, including a cross‑border merger and relisting to Nasdaq Stockholm; the merger plan and related documentation have been posted to the company's website. SmartCraft, a Nordic mission‑critical SaaS provider serving over 14,100 customers with 270 employees across Norway, Sweden, Finland and the UK, said further practical shareholder information regarding the relisting will be published in due course.

Analysis

Market structure: The approved cross-border merger and planned relisting to Nasdaq Stockholm materially favors SmartCraft (SMCRT) via improved access to Swedish institutional pools and market makers; expect an initial liquidity-driven re-rating of +10–25% over 3–12 months if ADV > €0.3–0.5m/day. Oslo small‑cap liquidity and some local brokers are likely to lose trading flow; pricing power vs Nordic SaaS peers should improve modestly if coverage expands and multiples converge to Swedish comps.

Risk assessment: Key tail risks are a failed relisting/merger reversal or adverse tax/conversion terms leading to a 20–40% downside, or integration/customer churn depressing revenue growth by 100–300 bps over 12 months. Immediate (days): relief rally or profit‑taking ±5–15%; short‑term (weeks/months): volatility around prospectus, conversion ratio, trading venue mechanics; long‑term (quarters/years): execution on cross‑border growth and margin capture.

Trade implications: Direct alpha comes from capture of rerating and improved liquidity — actionable long bias in SMCRT sized 2–3% of equity portfolio with a 6–12 month target +30% and stop at −25%. Relative value: long SMCRT vs short LIME:ST (Swedish SaaS peer) to isolate listing rerating; hedge to sector beta and rebalance after 3 months. Options: prefer 9‑month call spreads (25/50% OTM) to cap premium if IV<50%; avoid buying naked calls if IV>60%.

Contrarian angles: Consensus may overestimate the magnitude and timing of rerating; integration costs, cross‑border administrative drag and potential dilution could cut expected uplift by 10–20%. Historical small‑cap relistings show a short‑term liquidity pop but mixed 12‑month performance — require Stockholm ADV >€0.3m/day and broker coverage announced within 90 days to maintain position; otherwise trim to half exposure.

Key Decisions for Investors

• Establish a 2–3% long position in SmartCraft (SMCRT, currently Oslo-listed) within 5 trading days, target +30% over 6–12 months, set tactical stop-loss at −25%; size to max 3% portfolio risk given small‑cap volatility.
• Initiate a pair trade: long SMCRT (2%) vs short LIME:ST (1.5%) to be roughly sector‑beta neutral; hold 3–9 months and rebalance after official relisting and first month ADV data to capture rerating into Swedish comps.
• If options available/affordable, buy a 9‑month call spread on SMCRT (buy 25% OTM, sell 50% OTM) sized to equal delta of the equity position; enter only if implied volatility <50% to avoid premium decay.
• Monitor posted merger/relisting documentation within 30 days for conversion ratio, shareholder dilution >10%, listing date and planned market‑making arrangements; if Stockholm ADV <€0.3m/day after first 60 trading days or dilution >10%, reduce exposure to 50% or exit.