Information to shareholders regarding potential redemption procedure in Bricknode Holding AB
Background
On 15 March 2023, Bricknode Holding AB, Reg. No 559083-5970 (the “Company” or “Bricknode”) announced that it had entered into a transfer agreement with Huddlestock Fintech AS ("Huddlestock") regarding a divestment of 100 percent of the shares in Bricknode Software AB, Bricknode Platform AB and Bricknode Ltd to Huddlestock (the “Transaction”). The completion of the Transaction was subject to the approval of the Company's shareholders. On 31 March 2023, the Company announced that the extraordinary general meeting held on the same day resolved to approve the Transaction. Through the Transaction, the Company receives a total of 41,138,911 shares in Huddlestock, in three tranches. The board of directors of Bricknode intends to use the shares in Huddlestock as means of payment to make the Company debt-free and subsequently distribute the remaining shares in Huddlestock in at least two tranches to the shareholders in Bricknode through redemption of shares in Bricknode (the "Redemption Procedure").
On 14 April 2023, the Company announced its intention to delist its shares from Nasdaq First North Growth Market ("Nasdaq First North"). Application for delisting can be submitted at the earliest on 14 July 2023.
The Redemption Procedure
After the Company's shares have been delisted from Nasdaq First North, the Company intends to distribute an offer document for the Redemption Procedure together with an application form to all shareholders in Bricknode. This will be followed by an application period of at least two weeks during which shareholders in Bricknode have the opportunity to notify their wish to participate in the Redemption Procedure. The exact date of the application period and the terms and conditions of the Redemption Procedure will be specified in the offer document.
The board of directors of Bricknode intends to convene an extraordinary general meeting after the end of the application period. At the extraordinary general meeting, the board intends to present a proposal for a resolution to reduce the share capital through redemption of Class B shares for repayment to the shareholders. The extraordinary general meeting is expected to take place during the third quarter 2023. Provided that the extraordinary general meeting resolves in accordance with the board's proposal, the shareholders in Bricknode, who have notified their participation in the Redemption Procedure, will have their Class B shares in Bricknode redeemed in exchange for shares in Huddlestock.
Questions and answers
Do shareholders of Bricknode need to take any action to participate in the Redemption Procedure?
Yes. Shareholders in Bricknode must within the application period, which will be stated in the offer document distributed to all shareholders, notify the Company of their participation in the Redemption Procedure. The notification is made on the notification form that the Company will provide.
What are the shareholders' options in the Redemption Procedure?
Shareholders in Bricknode have two options in the Redemption Procedure:
- Shareholders may notify their participation in the Redemption Procedure and thereby have their shares in Bricknode redeemed in exchange for shares in Huddlestock.
- Shareholders may refrain from participating in the Redemption Procedure and thereby retain their holdings in Bricknode.
How many shares in Huddlestock does one share in Bricknode entitle to?
The number of shares in Huddlestock that each share in Bricknode entitles to will be determined by the board in connection with the resolution on redemption and specified in the offer document distributed to all shareholders.
When do shareholders participating in the Redemption Procedure receive shares in Huddlestock?
The Redemption Procedure is conditional upon the extraordinary general meeting resolving on the Redemption Procedure in accordance with the proposal that the board intends to submit. Shares in Huddlestock will be distributed to the shareholders, who have notified their participation in the Redemption Procedure, after the general meeting's resolution to reduce the share capital by redemption of shares has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket). The preliminary date will be published in the notice to the extraordinary general meeting.
What will be the value of the shares in Huddlestock?
The shares in Huddlestock are traded on Euronext Growth, which means that the value of the shares will be determined based on the price at which the share is traded, on the day of the resolution on redemption, or the later date specified in the resolution on redemption.
What is the future plan for Bricknode?
As previously announced, the current plan is to liquidate Bricknode once all significant assets have been distributed to the shareholders of Bricknode.
Contacts
Bricknode
Stefan Willebrand, Founder & co-CEO
+46 8 122 086 87
Certified Adviser
Amudova AB
+46 8 546 017 58
About Bricknode
Bricknode is a B2B-focused SaaS company that provides scalable, cloud-based software enabling financial companies to launch digital banking products at speed. The platform makes it easy for customers to build or transform almost any financial product with complete software for investment management, funds, and lending. The company also offers outsourcing solutions for back-office administration. Bricknode was founded in 2010 and supports financial companies globally. Find out more at bricknode.com or follow Bricknode on LinkedIn & Twitter.
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