NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO,
Press release
The Offering in brief
- As previously announced, the price per share in the Offering was set to
SEK 75 (the “Subscription price”), corresponding to a total value of approximately MSEK 16,400 for all outstanding shares in the Company after the Offering. - The Offering comprised 64,483,197 shares of which 43,511,942 newly issued shares and 20,971,255 shares offered by existing shareholders SSCP Bygger Holdings S.C.A and Bock Capital EU Luxembourg Tricycle S.à r.l. (the “Principal Shareholders”), indirectly controlled by
Stirling Square Capital Partners andTA Associates , respectively, as well as certain members of management (together the “Selling Shareholders”). - The 43,511,942 newly issued shares in the Offering provide the Company with proceeds of approximately MSEK 3,263 before transaction costs.
- In order to cover any over-allotments in relation to the Offering, the Principal Shareholders have committed to sell up to an additional 9,672,479 shares, corresponding to maximum 15 percent of the total number of shares in the Offering (the “Over-Allotment Option”).
- Provided that the Over-Allotment Option is exercised in full, the Offering will comprise of 74,155,676 shares.
- In connection with the Offering, each of the Company, its Directors and the Selling Shareholders have agreed to customary lock-up arrangements restricting the disposal of Shares for a period following Admission (between 180 and 360 days).
- The first day of trading on Nasdaq Stockholm is today,
15 October 2021 , and the shares will trade under the trading symbol “BFG”. Settlement will take place on19 October 2021 .
”Today marks an important day in Byggfakta Group’s history. We are tremendously thankful for all of our employees who have contributed to the expansion of Byggfakta to become a leader in the construction technology market. We welcome the new shareholders who join us today as we list on Nasdaq Stockholm, a milestone which further improves the conditions for our continued expansion and strengthens Byggfakta Group’s market position.”
Henrik Lif, Investment Committee Member at
“We are very proud of the past years’ performance, where Stefan and the team have achieved strong growth and built a fantastic company with a leading tech platform to serve the construction industry. The strong interest in the Offering from both private and professional investors is a testament to the market’s trust in management and our continued growth strategy.
”The collaborative effort of employees, management and the Board has contributed to the growth of
About
Stabilisation measures
In connection with the Offering,
The Stabilisation Manager has no obligation to undertake any stabilisation measures and there is no assurance that stabilisation measures will be undertaken. Under no circumstances will transactions be conducted at a price higher than the one set in the Offering. The Stabilisation Manager may use the Over-Allotment Option to over-allot shares in order to facilitate any stabilisation transaction.
The stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. The Stabilisation Manager must, no later than by the end of the seventh trading day after stabilisation transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been undertaken. Within one week of the end of the stabilisation period, the Stabilisation Manager will disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were conducted.
About
About
TA is a leading global growth private equity firm. Focused on targeted sectors within five industries – technology, healthcare, financial services, consumer and business services – the firm invests in profitable, growing companies with opportunities for sustained growth, and has invested in more than 550 companies around the world. Investing as either a majority or minority investor, TA employs a long-term approach, utilizing its strategic resources to help management teams build lasting value in high quality growth companies. TA has raised
Advisors
For further information please contact:
Email: stefan.lindqvist@byggfaktagroup.com
Fredrik Sätterström, Head of Investor Relations at
Tel: +46 (0) 70 510 1022
Email: fredrik.satterstrom@byggfaktagroup.com
Homepage: www.byggfaktagroup.com
The information was submitted for publication, through the agency of the contact persons set out above, at 08.00 CET on
Important Information
This announcement is not an offer to sell or a solicitation of any offer to buy any securities of the Company. The contents of this announcement have been prepared by and are the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the
Copies of this announcement are not being made and may not be distributed or sent into
The shares in the Company have not been registered and will not be registered under the United States Securities Act of 1933 as amended or under the securities laws of any state or other jurisdiction in
Furthermore, the securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in
This announcement is not, and under no circumstances is it to be construed as, an advertisement or a public offering in
In the EEA Member States, with the exception of
In the
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the shares of the Company. Any investment decision to acquire or subscribe for shares in connection with the Offering must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Joint Global Coordinators and the Joint Bookrunners.
Each of
None of the Joint Global Coordinators and the Joint Bookrunners or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
In connection with the withdrawal of the
In connection with the Offer, each of the Joint Global Coordinators and Joint Bookrunners and any of their respective affiliates, may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of the Joint Global Coordinators and Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Joint Global Coordinators and Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Shares. None of the Joint Global Coordinators and Joint Bookrunners nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Forward-looking information
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as of the day they are made and are subject to change without notice. Each of the Company, the Joint Global Coordinators and the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EU Target Market Assessment”). Solely for the purposes of each manufacturer's product approval process in the
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
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