Stirling Square, TA and Macquarie Capital, through Giant BidCo, announce a recommended public cash offer of SEK 46 to the shareholders of Byggfakta

THIS PRESS RELEASE IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE AND IN THE OFFER DOCUMENT WHICH WILL BE PUBLISHED BEFORE THE COMMENCEMENT OF THE ACCEPTANCE PERIOD FOR THE OFFER. SHAREHOLDERS IN THE UNITED STATES SHOULD ALSO REFER TO THE SECTION TITLED “SPECIAL NOTICE TO SHAREHOLDERS IN THE UNITED STATES” AT THE END OF THIS PRESS RELEASE.

Stirling Square[1], TA[2] and Macquarie Capital[3] (together, the “Consortium”), through Giant BidCo[4], announce a recommended public offer to acquire all shares in Byggfakta Group Nordic HoldCo AB (publ) (“Byggfakta”) for SEK 46 in cash per share (the “Offer”). The shares in Byggfakta are listed on Nasdaq Stockholm.

Summary of the Offer

• Giant BidCo offers SEK 46 in cash for each share in Byggfakta.
• Stirling Square and TA already own in aggregate 145,343,615 shares, corresponding to approximately 67.4 per cent of all shares and votes in Byggfakta (see “The Consortium’s and Giant BidCo’s shareholding in Byggfakta” below).[5]
• The Offer values all shares in Byggfakta at approximately SEK 10.1 billion (based on 218,666,667 shares in Byggfakta). The total value of the Offer, based on the 70,193,052 shares in Byggfakta which are not directly or indirectly owned by members of the Consortium or held in treasury by Byggfakta, amounts to approximately SEK 3.2 billion.
• The Offer represents a premium of:[6]

• 53 per cent compared to the volume weighted average price of Byggfakta’s shares on Nasdaq Stockholm during the 30 latest trading days up to and including 4 January 2024 of SEK 30.0;
• 55 per cent compared to the volume weighted average price of Byggfakta’s shares on Nasdaq Stockholm during the 60 latest trading days up to and including 4 January 2024 of SEK 29.7;
• 56 per cent compared to the volume weighted average price of Byggfakta’s shares on Nasdaq Stockholm during the 90 latest trading days up to and including 4 January 2024 of SEK 29.5; and
• 31 per cent compared to the closing price of Byggfakta’s shares on Nasdaq Stockholm on 4 January 2024 of SEK 35.2.

• An independent bid committee of the board of directors of Byggfakta unanimously recommends the shareholders of Byggfakta to accept the Offer. The recommendation is supported by a fairness opinion provided by Deloitte.
• Stefan Lindqvist (indirectly through Kvartersbolaget 2 i Ljusdal AB), who controls approximately 1.2 per cent[7] of all shares and votes in Byggfakta, has irrevocably undertaken to accept the Offer, subject to the conditions set out under “Undertakings to accept the Offer” below.
• Completion of the Offer is conditional upon the Offer being accepted to such extent that Giant BidCo becomes the owner of more than 90 per cent of the shares in Byggfakta (on a fully diluted basis) as well as conditions 2–7 set out under “Conditions for completion of the Offer” below.
• Giant BidCo expects to publish the offer document regarding the Offer on or around 25 January 2024. The acceptance period for the Offer is expected to commence on or around 26 January 2024 and expire on or around 5 April 2024. Giant BidCo reserves the right to shorten and extend the acceptance period.

Henrik Lif, Partner, Stirling Square, and spokesperson for Giant BidCo, comments:

“As long-standing shareholders of Byggfakta, Stirling Square and TA have strong belief in the company’s future prospects and are dedicated to establishing Byggfakta as a leading information services and software provider to the global construction industry. Achieving such a position requires access to additional growth capital and operational resources to accelerate the long-term delivery of its stated strategy, including additional international M&A. Stirling Square and TA, together with Macquarie Capital, a leading global investor, are committed to supporting this transformation and believe it is best suited to a private markets environment.

We believe that the Offer reflects an attractive premium and a good opportunity for Byggfakta and its shareholders. We are also pleased to have the unanimous support of the independent bid committee as well as the former CEO and current board member of Byggfakta, Stefan Lindqvist, who has undertaken to accept the Offer.”

Background and reasons for the Offer

Byggfakta is a leading provider of data, insights, and software solutions for the global construction industry. The company operates in over 20 countries and employs more than 2,000 people.

Stirling Square has been the largest shareholder in Byggfakta since 2017, with its relationship to senior management dating back to 2014. TA acquired a significant minority stake in Byggfakta in September 2020, alongside Stirling Square.

Since their initial investments, Stirling Square and TA have enabled value creation by supporting Byggfakta with improving its commercial and operational capabilities, as well as executing the acquisition strategy to broaden Byggfakta’s service offering and expand internationally. It has always been Stirling Square and TA’s ultimate priority to enable the best conditions for Byggfakta to execute this strategy and to create value for all shareholders.

Following Byggfakta’s IPO in 2021, higher inflation and interest rates have resulted in companies with M&A driven strategies being perceived less favourably by investors, in part because obtaining funding for pursuing such M&A is significantly more expensive.

The Consortium would want to accelerate Byggfakta’s growth strategy and doing so in the new macro environment will require a significant amount of financial and operational resources, as well as a flexible capital structure in order to withstand higher operational and financial risk conditions. To that end, Giant BidCo believes that Byggfakta will be best operated in a private setting, with the management having the necessary conditions to assume a long-term approach to its accelerated growth strategy, underpinned by international M&A.

Stirling Square and TA have partnered with Macquarie Capital to support Byggfakta’s future journey. Macquarie Capital has tracked Byggfakta since its IPO and is impressed with what the company has achieved to date. Macquarie Capital shares the view of Stirling Square and TA that obtaining access to capital will enable the necessary pace of acquisitions to accelerate, ensuring a central role in the ongoing consolidation of the global construction technology industry.

Giant BidCo supports the strategy set out by the management team of investing to extend and integrate the product suite across core markets, harmonize sales excellence across regions, improve retention and spend per client and enter new markets both organically and by acquisition.

Given the Consortium’s existing knowledge of Byggfakta, Giant BidCo does not intend to implement any material changes to Byggfakta’s employees and management team or to the existing organisation and operations, including the terms of employment and the locations where Byggfakta conducts its business. Giant BidCo notes that Byggfakta has announced that the current CFO will step down from his role and that there is an ongoing process to appoint a new CFO.

The Offer

The Offer Price and the value of the Offer

Giant BidCo offers SEK 46 in cash per share in Byggfakta (the “Offer Price”).

The Offer values all shares in Byggfakta at approximately SEK 10.1 billion (based on 218,666,667 shares in Byggfakta). The total value of the Offer, based on the 70,193,052 shares in Byggfakta which are not directly or indirectly owned by members of the Consortium or held in treasury by Byggfakta, amounts to approximately SEK 3.2 billion.

No commission will be charged by Giant BidCo in respect of the settlement of the shares in Byggfakta tendered to Giant BidCo under the Offer.

Premium

The Offer Price represents a premium of:[8]

• 53 per cent compared to the volume weighted average price of Byggfakta’s shares on Nasdaq Stockholm during the 30 latest trading days up to and including 4 January 2024 of SEK 30.0;
• 55 per cent compared to the volume weighted average price of Byggfakta’s shares on Nasdaq Stockholm during the 60 latest trading days up to and including 4 January 2024 of SEK 29.7;
• 56 per cent compared to the volume weighted average price of Byggfakta’s shares on Nasdaq Stockholm during the 90 latest trading days up to and including 4 January 2024 of SEK 29.5; and
• 31 per cent compared to the closing price of Byggfakta’s shares on Nasdaq Stockholm on 4 January 2024 of SEK 35.2.

Potential adjustment of the Offer Price

If Byggfakta distributes dividends or makes any other value transfer prior to the settlement of the Offer, Giant BidCo will reduce the Offer Price accordingly.

Rights under Byggfakta’s incentive programs

The Offer does not include Byggfakta’s warrants of series 2021 held by former board members of Byggfakta under the long-term incentive program established at an extraordinary general meeting held on 14 September 2021, or warrants of series 2023/2026 held by employees in Byggfakta under the long-term incentive program established at the annual general meeting 2023. However, Giant BidCo will procure that the holders of such warrants will receive reasonable treatment in connection with the Offer.

Recommendation from the independent bid committee of Byggfakta and fairness opinion

An independent bid committee of the board of directors of Byggfakta unanimously recommends that the shareholders of Byggfakta accept the Offer. The independent bid committee has informed Giant BidCo that it has obtained a fairness opinion from Deloitte, according to which the Offer is fair for Byggfakta’s shareholders from a financial perspective.

The independent bid committee of the board of directors of Byggfakta consists of the board members Helene Willberg, Arash Sundin Alidoost and Louise Shaljean Ellison. The board members Henrik Lif, Naveen Wadhera and Stefan Lindqvist have not participated in the decision to recommend the shareholders of Byggfakta to accept the Offer since they have a conflict of interest pursuant to Rule II.18 of Nasdaq Stockholm’s Takeover Rules (see “Undertakings to accept the Offer” and “Conflicts of interest” below).

Undertakings to accept the Offer

Stefan Lindqvist (indirectly through Kvartersbolaget 2 i Ljusdal AB), holding 2,530,301 shares, corresponding to approximately 1.2 per cent[9] of all shares and votes in Byggfakta, has undertaken to accept the Offer.

The undertaking to accept the Offer terminates if (a) Giant BidCo does not declare the Offer unconditional before 1 June 2024, or (b) another party announces a competing offer for all outstanding shares in Byggfakta at an offer price per share exceeding the Offer Price and Giant BidCo does not within 10 business days from the announcement of such competing offer announce an increase of the Offer Price so that the new price per share under the Offer matches or exceeds the offer price per share under the competing offer. Giant BidCo’s right to match a competing offer applies to each and every competing offer and each and every increase of the offer price under any competing offer.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that Giant BidCo becomes the owner of more than 90 per cent of the shares in Byggfakta (on a fully diluted basis);
2. with respect to the Offer and the acquisition of Byggfakta, the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms that, in Giant BidCo’s opinion, are acceptable;
3. neither the Offer nor the acquisition of Byggfakta being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or a public authority, or any similar circumstance;
4. no circumstances having occurred that have a material adverse effect, or could reasonably be expected to have a material adverse effect, on Byggfakta’s financial position, prospects or operations, including Byggfakta’s sales, results, liquidity, equity ratio, equity or assets;
5. no information made public by Byggfakta, or disclosed by Byggfakta to Giant BidCo, being inaccurate, incomplete or misleading, and Byggfakta having made public all information that should have been made public by Byggfakta;
6. Byggfakta not taking any action that is intended to impair the prerequisites for making or completing the Offer; and
7. no other party announcing an offer to acquire shares in Byggfakta on terms that are more favourable to the shareholders of Byggfakta than the terms of the Offer.

Giant BidCo reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to the conditions set out in items 2–7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance for Giant BidCo’s acquisition of Byggfakta or if it is approved by the Swedish Securities Council.

Giant BidCo reserves the right to waive, in whole or in part, one or more of the conditions set out above, including, with respect to the condition set out in item 1, to complete the Offer at a lower acceptance level.

Approvals from authorities

Completion of the Offer is conditional upon, among other things, the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms that, in Giant BidCo’s opinion, are acceptable.

According to Giant BidCo’s assessment, the Offer requires approvals from the European Commission and the national competition authorities in China and Switzerland as well as approvals (or confirmations that approvals are not required) under applicable foreign direct investment legislation in Australia. The required notifications will be submitted to the relevant authorities shortly after this announcement of the Offer. Relevant approvals are expected to be obtained prior to the end of the initial acceptance period.

Financing of the Offer

Completion of the Offer is not subject to any financing condition.

The Offer Price payable to shareholders of Byggfakta that accept the Offer is financed in full by a combination of funds available to Giant BidCo pursuant to equity commitment letters (issued by Stirling Square, TA and Macquarie Capital) and credit facilities (provided by credit funds managed or advised by Goldman Sachs and Permira) on terms that are customary for financing of public offers in Sweden.

Review of information in connection with the Offer

Giant BidCo has conducted a limited confirmatory due diligence review of Byggfakta in connection with the preparation of the Offer. Byggfakta has confirmed that no inside information regarding Byggfakta has been disclosed to Giant BidCo or any member of the Consortium during the due diligence review.

Information on the Consortium and Giant BidCo

Stirling Square

Stirling Square is a private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 8, rue Lou Hemmer, L-1748 Senningerberg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 259546.

Stirling Square is a leading pan-European mid-market private equity firm based in London. Stirling Square has extensive experience investing in the Nordics. Its current portfolio includes Infobric, Assist24, Logent and SAR. Founded in 2002, Stirling Square is a partner to leading European mid-market businesses, with over 20-year track record of investing with conviction in market-leading platforms in the EUR 100 million to EUR 500 million enterprise value range. Since inception, Stirling Square has invested in 30+ platform companies and 100+ add-on acquisitions globally, helping to create regional and global champions. The firm has raised four funds and manages over EUR 3 billion on behalf of a global and diverse investor base. The investment team consists of more than 20 investment professionals, who have in aggregate committed 16 per cent of the total capital of the fourth fund ensuring full alignment with the success of its portfolio companies and their management teams. Stirling Square has been the largest shareholder in Byggfakta since 2017, with its relationship to senior management dating back to 2014.

TA

TA is a private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 40, avenue Monterey, L-2163 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 259878.

TA is a leading global private equity firm founded in 1968. TA manages over USD 50 billion of capital (having raised over USD 65 billion since inception) and has completed over 560 investments. Since opening its London office in 2003, TA has invested over USD 10 billion in 58 companies across EMEA, many of which have been successfully exited to date. Technology has been the single largest area of investment for TA over the 55-year history of the firm. TA has completed close to 300 investments in this sector, including many of the largest technology companies in the world such as ZoomInfo, BMC, McAfee, Cadence and Ansys. This continues today as technology is the most active sector for capital deployment for TA. TA acquired a significant minority stake in Byggfakta in September 2020, alongside existing investor Stirling Square.

Macquarie Capital

Macquarie Capital is acting through Macquarie European Investment Holdings Limited, which is a company incorporated in England and Wales with company number 06146573, whose registered office is at Ropemaker Place, 28 Ropemaker Street, London EC2Y 9HD, United Kingdom.

Macquarie Capital is the advisory, capital markets and principal investment arm of Macquarie Group Limited (“Macquarie Group”). Macquarie Group is a diversified financial group providing clients with asset management, finance, banking, advisory and risk and capital solutions across debt, equity, and commodities. Founded in 1969, Macquarie Group is active across 34 markets and listed on the Australian Securities Exchange.

Macquarie Capital’s Principal Finance division is the financing and principal investing arm of Macquarie Capital. It makes investments from Macquarie Group’s balance sheet, providing flexible primary financing and secondary market investing solutions for corporate and commercial real estate clients across North America, Europe and Australasia.

Giant BidCo

Giant BidCo (company registration number 559462-7118) is a Swedish private limited liability company that currently is owned by Stirling Square and TA and will, at completion of the Offer, become co-owned by all members of the Consortium. Giant BidCo was incorporated on 7 December 2023 and registered with the Swedish Companies Registration Office on 13 December 2023. Giant BidCo was incorporated for the purpose of making the Offer and has never conducted any business. Giant BidCo has its registered office in Stockholm and address c/o Gernandt & Danielsson Advokatbyrå, Hamngatan 2, SE-111 47 Stockholm, Sweden.

The Consortium’s and Giant BidCo’s shareholding in Byggfakta

Stirling Square and TA already own in aggregate 145,343,615 shares, corresponding to approximately 67.4 per cent of all shares and votes in Byggfakta. Specifically, Stirling Square owns 42,598,137 shares, corresponding to approximately 19.8 per cent of all shares and votes in Byggfakta, and TA owns 26,212,144 shares, corresponding to approximately 12.2 per cent of all shares and votes in Byggfakta. In addition, Stirling Square and TA own 76,533,334 shares, corresponding to approximately 35.5 per cent of all shares and votes in Byggfakta, through Stack HoldCo.[10] Stirling Square, TA and Stack HoldCo will contribute all their shares in Byggfakta to Giant BidCo at completion of the Offer.[11]

Apart from the above, neither Giant BidCo or the members of the Consortium nor any closely related parties to them own any shares or other financial instruments that give a financial exposure equivalent to a shareholding in Byggfakta, and they have not acquired, or agreed to acquire, any such shares or financial instruments during the six months preceding this announcement of the Offer.

To the extent permissible under applicable law and regulations, Giant BidCo and the members of the Consortium may acquire, or enter into agreements to acquire, shares in Byggfakta in other ways than through the Offer. Any such acquisitions will be carried out or agreed in accordance with Swedish law and Nasdaq Stockholm’s Takeover Rules as well as disclosed in accordance with applicable rules.

Conflicts of interest

Henrik Lif is a board member of Byggfakta and Partner at Stirling Square. Naveen Wadhera is a board member of Byggfakta and Partner at TA. Stefan Lindqvist is a board member of Byggfakta and has (indirectly through Kvartersbolaget 2 i Ljusdal AB) undertaken towards Giant BidCo to accept the Offer (see “Undertakings to accept the Offer” above). Consequently, Henrik Lif, Naveen Wadhera and Stefan Lindqvist have a conflict of interest pursuant to Rule II.18 of Nasdaq Stockholm’s Takeover Rules.

For this reason, Henrik Lif and Naveen Wadhera have not participated, and will not participate, in Byggfakta’s handling of matters regarding the Offer. Further, Stefan Lindqvist has not since he entered into the undertaking towards Giant BidCo to accept the Offer participated, and will not participate, in Byggfakta’s handling of matters regarding the Offer. Neither Henrik Lif, Naveen Wadhera nor Stefan Lindqvist have participated in Byggfakta’s independent bid committee’s decision to recommend the shareholders of Byggfakta to accept the Offer.

The above also means that Section III of Nasdaq Stockholm’s Takeover Rules is applicable to the Offer. Accordingly, the acceptance period of the Offer must be at least four weeks, and Byggfakta must obtain, and no later than two weeks prior to the expiry of the acceptance period publish, a fairness opinion regarding the Offer from an independent expert. The acceptance period of the Offer will exceed four weeks (see “Preliminary timetable” below), and the independent bid committee of Byggfakta has already obtained a fairness opinion from Deloitte, according to which the Offer is fair for Byggfakta’s shareholders from a financial perspective, to support its recommendation to the shareholders to accept the Offer (see “Recommendation from the independent bid committee of Byggfakta and fairness opinion” above).

Preliminary timetable

• Publication of the offer document: 25 January 2024
• Acceptance period: 26 January‒5 April 2024
• Commencement of settlement: 15 April 2024

Giant BidCo reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and to postpone the settlement date. Any such change of the acceptance period or settlement date will be announced by Giant BidCo through a press release in accordance with applicable laws and regulations (including Nasdaq Stockholm’s Takeover Rules).

Compulsory buy-out and delisting of Byggfakta

In the event that Giant BidCo, whether in connection with the Offer or otherwise, becomes the owner of more than 90 per cent of the shares in Byggfakta, Giant BidCo intends to commence a compulsory buy-out procedure in respect of the remaining shares in Byggfakta in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection with such compulsory buy-out procedure, Giant BidCo intends to promote a delisting of the shares in Byggfakta from Nasdaq Stockholm.

Applicable law and disputes

The Offer, and any agreements entered into between Giant BidCo and shareholders of Byggfakta in connection with the Offer, is governed by and construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with the Offer shall be finally settled by Swedish courts, and Stockholm District Court shall be the court of first instance.

Nasdaq Stockholm’s Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of Nasdaq Stockholm’s Takeover Rules are applicable to the Offer. Giant BidCo has undertaken towards Nasdaq Stockholm AB to comply with Nasdaq Stockholm’s Takeover Rules and to submit to any sanctions that can be imposed on Giant BidCo by Nasdaq Stockholm in the event of a breach of Nasdaq Stockholm’s Takeover Rules. Giant BidCo informed the Swedish Financial Supervisory Authority about the Offer and the undertaking towards Nasdaq Stockholm AB today on 5 January 2024.

Advisers

Giant BidCo and the Consortium have engaged Morgan Stanley & Co. International plc as financial adviser, and Giant BidCo has engaged Goodwin Procter, Gernandt & Danielsson Advokatbyrå and Linklaters as legal advisers in connection with the Offer. In addition, Goodwin Procter and Gernandt & Danielsson Advokatbyrå are acting as legal advisers to Stirling Square and TA, and Linklaters is acting as legal adviser to Macquarie Capital, in connection with the Offer.

* * *

Giant Sweden Bidco AB
The Board of Directors

The information was submitted for publication on 5 January 2024 at 07:30 (CET).

For enquiries, please contact:

Adam Makkonen, Giant BidCo
Phone: +46 70 316 63 75
Email: giant@fogelpartners.se

Information about the Offer is available at: www.giant-bidco.com.

For administrative questions regarding the Offer, please contact your bank or nominee where you have your shares registered.

Important information

The Offer is not being made to (and acceptance forms will not be accepted from or on behalf of) persons domiciled in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, or whose participation in the Offer requires that additional offer documents are prepared or registrations effected or that any other measures are taken in addition to those required under Swedish law (including Nasdaq Stockholm’s Takeover Rules), unless an exemption applies.

This press release and any other documentation related to the Offer (including copies of such documentation) must not be mailed or otherwise distributed, forwarded or sent in or into any jurisdiction (including, without limitation, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa) in which the distribution of this press release or the Offer would require any additional measures to be taken or would be in conflict with any law or regulation in any such jurisdiction. Persons who receive this press release (including, without limitation, banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws or regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions and requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, Giant BidCo, Stirling Square, TA and Macquarie Capital disclaim any responsibility or liability for any violations of any such restrictions, and Giant BidCo reserves the right to disregard any acceptance forms whose submission constitutes a direct or indirect violation of any of these restrictions.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Service and Markets Act 2000 (Financial Promotion) Order 2005.

Forward-looking statements

Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “seek”, “will”, “would” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to several factors, many of which are outside Giant BidCo’s, Stirling Square’s, TA’s and Macquarie Capital’s control. Any forward-looking statements in this press release speak only as of the date on which the statements are made and none of Giant BidCo, Stirling Square, TA or Macquarie Capital have any obligation (and undertake no obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Byggfakta, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and Regulation 14E thereunder, subject to the exemption provided by Rule 14d-1(c) under the Exchange Act for a Tier I tender offer (the “Tier I Exemption”), and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including with respect to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of Byggfakta domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.

Byggfakta’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with Swedish generally accepted accounting principles and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Byggfakta to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Byggfakta’s other shareholders.

The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the Offer Price will be paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for Byggfakta’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Byggfakta and Giant BidCo are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Byggfakta’s shareholders may not be able to sue Byggfakta or Giant BidCo or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Byggfakta or Giant BidCo and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, Giant BidCo and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Giant BidCo or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Byggfakta outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to Giant BidCo may also engage in ordinary course trading activities in securities of Byggfakta, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Giant BidCo nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.