Goldcup 33244 AB ( currently BuildData Acquisition AB ) completes the public takeover offer to the shareholders of BuildData Group AB
On 24 July 2023, the bid company Goldcup 33244 AB[1] (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"). Members of the Consortium already owned approximately 69.9[2] percent of the shares in BuildData at the time of the announcement of the Offer. The acceptance period has expired and the Offer has been accepted by holders of approximately 23.8 percent of the shares in BuildData. The Offeror has decided to complete the Offer and declare the Offer unconditional. This means that the Offeror controls approximately 93.7 percent of the shares in BuildData. Payment of consideration for the shares tendered in the Offer as of 21 September 2023 is expected to commence on or around 28 September 2023.
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
As of 21 September 2023, the Offer has been accepted by holders of 16,229,521 shares, corresponding to approximately 23.8 percent of the total number of shares and votes in BuildData. Members of the Consortium already owned 47,663,219 shares, corresponding to approximately 69.9 percent of the total number of shares and votes in BuildData, at the time of the announcement of the Offer. In addition, the members of the Consortium hold 885,000 warrants and 2,950,000 employee stock options issued by BuildData, which has not been included in the Offer. 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.
In total, the number of shares tendered in the Offer and the shares already owned by members of the Consortium amount to 63,892,740 shares, corresponding to approximately 93.7 percent of the total number of shares and votes in BuildData.
Completion of the Offer
Based on the above preliminary compilation of the number of acceptances in the Offer, the Offeror considers that all conditions for completion of the Offer have been fulfilled. The Offeror has thus decided to complete the Offer and declares the Offer unconditional.
As the Offer is now unconditional, the shareholders of BuildData who have accepted the Offer have no right to withdraw their acceptance.
The Offeror reserves the right to acquire or agree to acquire shares in BuildData, including acquisitions in the market at prevailing prices or acquisitions through private transactions at negotiated prices (but not exceeding a price of SEK 3.53 per share). Where applicable, any such acquisition will be conducted and disclosed in accordance with applicable laws and regulations (including the Takeover Rules for certain trading platforms).
Payment of consideration for shares tendered in the Offer as of 21 September 2023 is expected to commence on or around 28 September 2023.
Extension of the acceptance period
To give shareholders who have not yet accepted the Offer an additional opportunity to do so, the acceptance period is extended to 15:00 (CEST) on 3 November 2023.
Payment of consideration for shares tendered in the Offer during the extended acceptance period expiring on 3 November 2023 is expected to commence on or around 10 November 2023. As the Offer is now unconditional, shareholders who have accepted the Offer, or who accept the Offer during the extended acceptance period, do not have the right to withdraw their acceptance.
The Offeror encourages those with nominee-registered shares to contact their bank or nominee well in advance before the end of the acceptance period to accept the Offer.
Redemption and delisting of BuildData
Due to the fact that the Offeror holds more than nine tenths of all issued shares in BuildData, the Offeror intends to initiate a compulsory redemption procedure regarding the remaining shares in BuildData in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection with such redemption procedure, the Offeror intends to promote a delisting of the shares in BuildData from Nasdaq First North Growth Market.
This press release was submitted for publication on 22 September 2023 at 16:55 (CEST).
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.
[1] Goldcup 33244 AB (now BuildData Acquisition AB) is a newly formed company, with organization number 559437-7706, and with its registered office in Stockholm.
[2] The number of shares in BuildData held by members of the Consortium was incorrectly stated in the offer press release as 47,639,416 shares.