Goldcup 33244 AB announces a public takeover offer to the shareholders of BuildData Group AB

The bid company Goldcup 33244 AB1 (the "Offeror") hereby announces 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 led by Striddan Limited (the "Consortium") who have undertaken to contribute a total of approximately 69.9 per cent of all shares and votes in BuildData to the Offeror at the same value as applies to the Offer. The shares in BuildData are listed on Nasdaq First North Growth Market. In addition the Offeror has received irrevocable undertakings to accept the Offer from shareholders in BuildData who together hold approximately 6.1 per cent of the outstanding shares and votes in BuildData.

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.

Summary of the Offer

• The shareholders of BuildData are offered SEK 3.53 in cash for each share in BuildData.
• The members of the Consortium own in aggregate 47,639,416 shares, corresponding to approximately 69.9 per cent of all shares and votes in BuildData. The members of the Consortium will contribute their shares in BuildData to the Offeror at completion of the Offer.
• The Offer values all shares in BuildData at approximately SEK 240.6 million (based on 68,171,694 shares in BuildData). The total value of the Offer, based on the 20,532,278 shares in BuildData which are not directly or indirectly owned by a member of the Consortium, amounts to approximately SEK 72.5 million.
• The price offered for the shares represents a premium of 49.6 per cent compared to the closing price on 21 July 2023 of SEK 2.36, 38.2 per cent compared to the volume weighted average price per share during the 30 latest trading days of SEK 2.55, and 69.2 per cent compared to the volume weighted average price per share during the 90 latest trading days of SEK 2.09.
• An offer document regarding the Offer is expected to be made public on or around 23 August 2023. The acceptance period in the Offer is expected to commence on or around 24 August 2023 and expire on or around 21 September 2023.
• Completion of the Offer is conditional upon, inter alia, that the Offeror becomes the owner of more than 90 per cent of the shares in BuildData. Furthermore, the Offer is subject to conditions 2-7 set out under "Conditions for completion of the Offer" below.
• The Offeror has received irrevocable undertakings to accept the Offer from shareholders in BuildData who together hold approximately 6.1 per cent of the outstanding shares and votes in BuildData.

Background and reasons for the Offer

BuildData is a SaaS provider within construction and property technology whose shares are listed on Nasdaq First North Growth Market. The first day of trading in BuildData's shares was 15 June 2018.

Since the listing in 2018, BuildData has, despite good success, not been able to achieve critical mass in terms of both organic and acquired growth. In addition, a deteriorating economic climate in both England and Ireland has made it difficult to assess whether sales will continue to develop positively in order to achieve critical mass. It is expected that significant financing will be required for the company to be able to achieve this critical mass.

With the tougher stock market climate that is now emerging, not least for technology companies that are not cash flow positive, the assessment is that it will be much more difficult in a listed environment to raise the capital that may be needed in the future. The Consortium assesses that BuildData needs to find a different cost structure outside a listed environment and have more time to become cash flow positive and also execute on its acquisition strategy.

An essential part of BuildData's strategy is to acquire and develop companies. Given BuildData's valuation against what must be paid for acquisition companies, it is difficult to demonstrate the value that will be created for shareholders. Significant financing is also required to make these acquisitions that would involve dilution for some shareholders. BuildData's acquisition strategy is based on entering into deep collaborations with entrepreneurs and management teams, BuildData's negative stock price development as a barometer of BuildData's success has had a negative impact on this strategy.

BuildData does not have many connections to Sweden other than the listing of the company's shares at Nasdaq First North Growth Market. The management is based in London and Dublin and a significant majority of the current turnover is generated in England and Ireland and the company has no sales or customers in Sweden. In many ways, BuildData is an English/Irish company with a listing in Sweden. The costs associated with being listed in Sweden are significant not only in form of fees to the stock exchange, but also due to the cost associated with the Swedish listing, such as IR personnel, office rent, costs for preparing accounts in accordance with IFRS and costs for advisers due to the presence in Sweden.

On March 29, 2023, Nasdaq announced that it in January 2024 will introduce a new auction model for less liquid shares on Nasdaq First North Growth Market. Companies that have more than 7 per cent spread (the difference between bid and ask price) over two subsequent quarters will either need to engage a liquidity provider or be traded through an auction procedure. The liquidity of BuildData's share has decreased and the spread has on occasion exceeded the limit set by Nasdaq. Unless the liquidity improves and the spread decreases, it will entail increased costs for BuildData and difficulties for shareholders to trade in the company's share. The Consortium has also noted that the number of shareholders of BuildData has decreased.

The Consortium has, against this background, discussed the conditions for making a joint Offer to acquire the remaining shares in BuildData through the Offeror.

The Offer

The shareholders of BuildData are offered SEK 3.53 in cash per share in BuildData (the "Offer Price"). The Offer values all shares in BuildData at approximately SEK 240.6 million (based on 68,171,694 shares in BuildData). The total value of the Offer, based on the 20,532,278 shares in BuildData which are not directly or indirectly owned by a member of the Consortium, amounts to approximately SEK 72.5 million.

The Offer Price represents a premium of:

• 49.6 per cent compared to the closing price on 21 July 2023 of SEK 2.36;
• 38.2 per cent compared to the volume weighted average price per share during the 30 latest trading days2 of SEK 2.55; and
• 69.2 per cent compared to the volume weighted average price per share during the 90 latest trading days3 of SEK 2.09.

No commission will be charged by the Offeror in respect of the settlement of the shares in BuildData tendered to the Offeror in the Offer.

If BuildData distributes dividends or makes any other value transfer to the shareholders of BuildData, for which the record date occurs prior to the settlement of the Offer, or prior to the settlement of the Offer issues new shares (or carries out any other similar corporate action) that results in a decrease of the value per share in BuildData, the Offeror reserves the right to reduce the Offer Prise accordingly. The Offeror reserves the right to decide whether the Offer Price should be reduced in accordance with the above or if completion condition 6 set out under "Conditions for completion of the Offer" below should be invoked instead.

Conditions for completion of the Offer

Completion of the Offer is conditional upon that:

1. the Offer being accepted to such extent that the Offeror becomes the owner of more than 90 per cent of the shares in BuildData;

2. with respect to the Offer and the acquisition of BuildData, the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions and other similar measures from authorities, in each case on terms that, in the Offeror’s opinion, are acceptable;

3. another public offer to acquire shares in BuildData is not published on terms that are more favourable to BuildData's shareholders than the terms of the Offer;

4. neither the Offer nor the acquisition of BuildData being rendered wholly or partly impossible or significantly impeded as a result of legislation or other regulations, any decision of a court ruling or public authority, or any similar circumstance;

5. no circumstances having occurred that have a material adverse effect, or could reasonably be expected to have a material adverse effect, on BuildData's financial position, business or operation, results, liquidity, equity ratio, equity or assets;

6. no information made public by BuildData, or disclosed by BuildData to the Offeror, being inaccurate, incomplete or misleading, and BuildData having made public all information that should have been made public by BuildData; and

7. BuildData not taking any action that is intended to impair the prerequisites for making or completing the Offer.

The Offeror reserves the right to withdraw the Offer in the event it is clear that any or all of the above conditions are 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 to the Offeror’s acquisition of the shares in BuildData or if it is approved by the Swedish Securities Council.

The Offeror 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. | 4

Information on the Offeror and the Consortium

Striddan Limited and the co-bidders Athanase Industrial Partners Fund II, Athanase Industrial Partners II KB, Hållbar AB, Brian Dodsworth, Gareth Burton, Per Åkerman, Marcus Schiller, Stephen Tarpey, Erik Gabrielson, Stefan Lanefelt, Tom Boland, Mike White, Mikael Näsström and James Cannon have entered into an agreement to jointly carry out the Offer through the Offeror. The agreement governs the contribution of shares of BuildData to the Offeror as well as financing and implementation of the Offer. The members of the Consortium intend, upon completion of the Offer, to enter into a shareholders' agreement governing the long-term ownership and the governance of the Offeror.

The Offeror is a newly founded company, with company registration number 559437-7706, and with registered office in Stockholm. The Offeror is currently wholly-owned by Striddan Limited and will, at completion of the Offer, become co-owned by the members of the Consortium. The Offeror was incorporated for the purpose of making the Offer, and has never conducted any other business.

Striddan Limited is a company wholly-owned by Gustave Geisendorf, CEO of BuildData. Striddan Limited owns 5,423,107 shares, representing approximately 8 per cent of all shares and votes in BuildData. Due to Gustave Geisendorf's role as CEO, he has extensive knowledge regarding BuildData, the industry and the markets in which the company operates. Gustave Geisendorf is therefore consider to be of great importance for the development of BuildData.

Athanase Industrial Partners II KB and Athanase Industrial Partners II KB (together "Athanase") is indirectly owned by Stefan Charette. Athanase owns 29,638,293 shares (representing approximately 43.5 per cent of all shares and votes). Gareth Burton owns 1,427,837 shares (representing approximately 2.1 per cent of all shares and votes), Per Åkerman owns 1,164,855 shares (representing approximately 1.7 per cent of all shares and votes), Erik Gabrielson owns 866,620 shares (representing approximately 1.3 per cent of all shares and votes), Mikael Näsström owns 130,000 shares (representing approximately 0.2 per cent of all shares and votes), James Cannon owns 128,142 shares (representing approximately 0.2 per cent of all shares and votes), Brian Dodsworth owns 1,836,229 shares (representing approximately 2.7 per cent of all shares and votes), Tom Boland owns 621,730 shares (representing approximately 0.9 per cent of all shares and votes) and Mike White owns 438,278 shares (representing approximately 0.6 per cent of all shares and votes) in BuildData. Stefan Charette is the chairman of the board of directors, James Cannon and Mike White are senior management members, Brian Dodsworth and Tom Boland are founders of companies acquired by BuildData, and Gareth Burton, Per Åkerman, Erik Gabrielson and Mikael Näsström board members in BuildData. On the basis of, among other things, the members' assignments as leading executives of BuildData, they have strategic knowledge of BuildData's operations and the industry in which the company operates, which is considered to be of great importance for BuildData's continued development.

In addition to the above mentioned executives of the company and founders, the Consortium consists of major strategic shareholders that together with Athanase and Striddan Limited historically have made joint investments, both in BuildData and in other companies. These members are Hållbar AB, Marcus Schiller, Stephen Tarpey and Stefan Lanefelt. Furthermore, the members of the Consortium will contribute to BuildData's continued funding.

Hållbar AB is company wholly-owned by Peter Dahlberg. Hållbar AB owns 3,150,000 shares (representing approximately 4.6 per cent of all shares and votes), Marcus Schiller owns 1,260,198 shares (representing approximately 1.8 per cent of all shares and votes), Stephen Tarpey owns 908,727 shares (representing approximately 1.3 per cent of all shares and votes), and Stefan Lanefelt owns 645,400 shares (representing approximately 0.9 per cent of all shares and votes) in BuildData.

The Offeror's and the Consortium's shareholding in BuildData

The members of the Consortium own in aggregate 47,639,416 shares, corresponding to approximately 69.9 per cent of all shares and votes in BuildData. The members of the Consortium will contribute their shares in BuildData to the Offeror at completion of the Offer. 

Apart from the above, neither the Offeror 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 BuildData.

Neither the Offeror or the members of the Consortium nor any closely related parties to them have acquired, or agreed to acquire, any shares in BuildData or any other financial instruments that give a financial exposure equivalent to a shareholding in BuildData on more favorable terms than those applicable to the Offer during the six months preceding this announcement of the Offer.

The Offeror and the members of the Consortium may acquire, or enter into agreements to acquire, shares in BuildData in other ways than through the Offer. Any such acquisitions will be carried out or agreed in accordance with Swedish law and Takeover Rules for certain trading platforms (the "Takeover Rules") as well as disclosed in accordance with applicable rules.

Closely related parties and conflicts of interest, etc.

Since Stefan Charette, Gareth Burton, Erik Gabrielson, Mikael Näsström and Per Åkerman are members of the board of directors of BuildData and members of the Consortium and Gustave Geisendorf is the CEO of BuildData and a member of the Consortium, Stefan Charette, Gareth Burton, Erik Gabrielson, Mikael Näsström, Per Åkerman and Gustave Geisendorf have a conflict of interest pursuant to Rule II.18 of the Takeover Rules. Stefan Charette, Gareth Burton, Erik Gabrielson, Mikael Näsström, Per Åkerman and Gustave Geisendorf have not participated, and will not participate, in BuildData's handling of matters regarding the Offer.

These circumstances also mean that Section IV of the Takeover Rules is applicable to the Offer. As a result, the acceptance period of the Offer must be at least four weeks, and BuildData 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.

Statement from the independent bid committee of BuildData

BuildData has informed the Offeror that the board of directors of BuildData has established an independent bid committee consisting of Melanie Dawson, to represent BuildData in relation to the Offer.

Pursuant to the Takeover Rules, the independent bid committee should obtain a fairness opinion from an independent expert no later than two weeks prior to the expiry of the acceptance period. Furthermore, the independent bid committee has the right to announce its opinion regarding the Offer.

Financing of the Offer

Completion of the Offer is not subject to any financing condition. The Offer Price payable to shareholders of BuildData that accept the Offer is financed in full by funds available to the Offeror through a loan under an acquisition facility issued by Celina Fondförvaltning AB ("Celina"). Celina is a subsidiary to Athanase Industrial Partners II KB and is indirectly controlled by Stefan Charette.

The members of the Consortium own in aggregate 47,639,416 shares, corresponding to approximately 69.9 per cent of all shares and votes in BuildData. The members of the Consortium will contribute their shares in BuildData to the Offeror at completion of the Offer.

Undertakings from shareholders in BuildData

The Offeror has received irrevocable undertakings to accept the Offer from FE Fonder and Brian Mcguire. FE Fonder represents 3,741,044 shares (corresponding to approximately 5.5 per cent of the outstanding shares and votes in BuildData) and Brian Mcguire represents 400,572 shares (corresponding to approximately 0.6 per cent of the outstanding shares and votes in BuildData). The Offeror has thus received irrevocable undertakings to accept the Offer from shareholders in BuildData who together hold approximately 6.1 per cent of the outstanding shares and votes in BuildData. 

The undertakings from FE Fonder and Brian Mcguire will cease to apply if any other party announces a competing bid for all shares in BuildData with an offer price per share of SEK 4 or higher and the Offeror does not decide to make a counter-offer to such competing bid within 10 business days.

Preliminary timetable

The Offeror reserves the right to extend the acceptance period and to postpone the settlement date. Any such extension of the acceptance period or postponement of the settlement date will be announced by the Offeror through a press release in accordance with applicable laws and regulations (including the Takeover Rules).

Approval 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, in each case on terms that, in the Offeror’s opinion, are acceptable.

According to the Offeror's assessment, the Offer will not require any approvals from authorities.

Due diligence

The Offeror has not conducted a due diligence review of BuildData prior to the announcement of the Offer.

Incentive programs

The Offer does not include warrants or employee stock options issued by BuildData within the scope of BuildData's incentive programs. The warrant holders will be offered fair treatment.

Compulsory buy-out procedure and delisting

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

Applicable law and disputes

The Offer, shall be governed and construed in accordance with the substantive laws of Sweden. Any dispute arising out of or in connection with the Offer shall be finally settled exclusively by Swedish courts, and Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance. The Takeover Rules and the Swedish Securities Council's statements and rulings regarding interpretation and application of these rules, including, where applicable, the Swedish Securities Council's interpretation and application of the Swedish Securities Council’s interpretation of the Swedish Industry and Stock Exchange Committee’s (Sw. Näringslivets Börskommitté) former rules of public offers, are applicable to the Offer. 

Advisers

The Offeror has engaged Advokatfirma DLA Piper Sweden KB as legal advisers and Avanza Bank AB as issuing agent in connection with the Offer.

Goldcup 33244 AB

The Board of Directors

This press release was submitted for publication on 24 July 2023 at 07.00 a.m. (CEST).

Information about the Offer

Information about the Offer is available at:

https://goldcup33244.se

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 is a newly founded company, with company registration number 559437-7706, and with registered office in Stockholm.

2. The period 8 June 2023 – 21 July 2023.

3 The period 9 March 2023 – 21 July 2023.