Goldcup 33244 AB ( currently BuildData Acquisition AB ) announces the final outcome of the public takeover offer to the shareholders of BuildData Group AB
On 24 July 2023, the bid company Goldcup 33244 AB (currently BuildData Acquisition AB) (the "Offeror") announced a public takeover offer to the shareholders of BuildData Group AB ("BuildData") to acquire all outstanding shares in BuildData at a price of SEK 3.53 in cash per share (the "Offer"). Behind the Offeror is a consortium of existing shareholders in BuildData (the "Consortium"). On 22 September 2023 the Offeror announced that the Offeror has decided to complete the Offer and declare the Offer unconditional and to extend the acceptance period to 3 November 2023. At the end of the extended acceptance period, the Offer has been accepted to the extent that the Offeror, following the completion of the Offer, holds approximately 98.1 percent of the total number of shares and votes in BuildData. The Offeror does not extend the acceptance period further and the Offer is now closed.
The Offer is not being made, and this press release may not be distributed, directly or indirectly in or into, nor will any tender of shares be accepted from or on behalf of holders in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
Outcome of the Offer
During the initial acceptance period, which expired on 21 September 2023, the Offer had been accepted by shareholders representing 16,229,521 shares, corresponding to approximately 23.8 percent of the total number of shares and votes in BuildData as of 21 September 2023.
During the extended acceptance period, which expired on 3 November 2023, the Offer had been accepted by shareholders representing additional 3,896,130 shares in BuildData, corresponding to approximately 5.6 percent of the total number of shares and votes in BuildData as of 3 November 2023.
Since 21 September 2023, Athanase Industrial Partners Fund II, which is a member of the Consortium, has exercised the 885,000 warrants for subscription of 885,000 new shares in BuildData which will be contributed to the Offeror. As of 3 November 2023, Gustave Geisendorf, who is a member of the Consortium, controls 2,950,000 employee stock options issued by BuildData, which are not included in the Offer.
Following the completion of the Offer, the Offeror thereby controls 67,765,143 shares in BuildData, corresponding to approximately 98.1 percent of the total number of shares and votes in BuildData as of 3 November 2023. Settlement for the shares tendered during the extended acceptance period is expected to commence on or around 10 November 2023.
Apart from the above, neither the Offeror, the members of the Consortium nor any related party to them owned any shares or other financial instruments that provide a financial exposure equivalent to a shareholding in BuildData at the time of the announcement of the Offer, and they have not acquired, or entered into agreements to acquire, such shares or financial instruments outside the Offer.
Redemption and delisting of BuildData
The Offeror has initiated a compulsory redemption procedure regarding the remaining shares in BuildData in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). BuildData has further applied for delisting of the shares in BuildData from Nasdaq First North Growth Market, and the last day of trading in BuildData's shares on Nasdaq First North Growth Market was 20 October 2023.
This press release was submitted for publication on 6 November 2023 at 19:50 (CET) .
Information on the Offer:
Information on the Offer is available at:
For further information, please contact:
Gustave Geisendorf, +44 7760760777, gustave.geisendorf@goldcup33244.se.
For administrative questions regarding the Offer, please contact your bank or nominee where you have your shares registered.
Important information
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law.
This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by the Offeror. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the Internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States or by persons located or resident in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Belarus Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States or to any person who is from or is located or resident in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States.
Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being from, being located in or participating in the Offer from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States and not acting on a nondiscretionary basis for a principal that is from, is located in or giving order to participate in the Offer from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. The Offeror will not deliver any consideration relating to the Offer to Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States must not forward this press release or any other document related to the Offer to such persons. For purposes of this section, "United States" refers to the United States of America (its territories and possessions, any state of the United States and the District of Columbia).
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 except where there is an applicable exemption. 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 percent 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.
Regardless of the previous, the Offeror reserves the right to approve that the Offer is accepted by persons not present or resident in Sweden if the Offeror, in its own opinion, assesses that the relevant transaction can be carried out in accordance with applicable laws and regulations.
To the extent permissible under applicable law or regulation, the Offeror or its brokers may purchase, or conclude agreements to purchase, shares in BuildData, directly or indirectly, outside of the scope of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for BuildData shares, such as warrants. These purchases may be completed via a market place at market prices or outside a market place at negotiated prices. Any information on such purchases will be disclosed as required by law or regulation in Sweden.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
Forward-looking information
Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of the Offeror. Any such forward-looking statements speak only as of the date on which they were made and the Offeror has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.