On 24 July 2023, Goldcup 33244 AB (the “Offeror”) announced a public offer of SEK 3.53 in cash per share to the shareholders of BuildData Group AB (“BuildData”) (the “Offer”). The Independent Bid Committee has obtained a fairness opinion regarding the Offer. According to the fairness opinion, which is subject to the assumptions and considerations set out therein, the Offer does reflect a fair valuation of the Company.

 Background

Information regarding the Offer is available in the Offeror’s press release issued 24 July 2023, see https://news.cision.com/goldcup-33244-ab. An offer document is expected to be published by the Offeror on or around 23 August 2023. See also https://goldcup33244.se. The acceptance period for the Offer is expected to end on or around 21 September 2023.

Board members Stefan Charette, Gareth Burton, Erik Gabrielson, Mikael Näsström and Per Åkerman have a conflict of interest pursuant to Section II.18 of the takeover rules for certain trading platforms issued by the Swedish corporate governance board (the “Takeover Rules“) and have not participated and will not participate in the handling of or decisions regarding the Offer.

The independent bid committee of BuildData consists of Melanie Dawson, member of the board of directors of BuildData (the “Independent Bid Committee”). The Independent Bid Committee has engaged Eversheds Sutherland as legal advisor in connection with the Offer.

The Independent Bid Committee is not composed of a sufficient number of directors to constitute a quorum of the board of directors. Therefore, the Board will not issue a statement regarding the Offer pursuant to Section II.19 of the Takeover Rules.

Fairness opinion

The Independent Bid Committee has appointed Pareto Securities AB to issue an independent fairness opinion in accordance with the Takeover Rules. The fairness opinion is attached to this press release and is subject to the assumptions and considerations set out therein. According to the fairness opinion, Pareto Securities AB is of the opinion that the Offer does reflect the current underlying value in the BuildData and, therefore, a fair valuation of the Company. Pareto Securities AB will receive a fee for the assignment regarding the fairness opinion. The fee is independent of the conclusion of the Opinion and no part of the fee is contingent upon or related to the size of the consideration in the Offer, the acceptance level of the Offer or whether the Offer is completed or not.

 

BuildData Group AB

The Independent Bid Committee

For further information, please contact:

Melanie Dawson, the Independent Bid Committee of BuildData

By e-mail: info@builddata.se

About BuildData

BuildData Group AB is a SaaS provider within construction and property technology and is listed on Nasdaq First North Growth Market. Redeye AB is the Company’s acting Certified Adviser (Tel. +46 8 121 576 90, certifiedadviser@redeye.se www.redeye.se).

2023-07-24, 19:30

On 24 July 2023, Goldcup 33244 AB (the “Offeror”) announced a public offer of SEK 3.53 in cash per share to the shareholders of BuildData Group AB (“BuildData”) (the “Offer”).

Further information regarding the Offer is available in the Offeror’s press release issued today, 24 July 2023, see https://news.cision.com/goldcup-33244-ab. An offer document is expected to be published by the Offeror on or around 23 August 2023. See also https://goldcup33244.se. The acceptance period for the Offer is expected to end on or around 21 September 2023.

The Offeror is a newly founded company, with company registration number 559437-7706, and registered office in Stockholm. The Offeror is currently wholly-owned by Striddan Limited, a company wholly-owned by Gustave Geisendorf, CEO of BuildData, and will, at completion of the Offer, become co-owned by the members of a bid consortium.

The bid consortium consists of 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 (the “Bid Consortium“). The Bid Consortium has entered into an agreement to jointly carry out the Offer through the Offeror.

Board members Stefan Charette, Gareth Burton, Erik Gabrielson, Mikael Näsström and Per Åkerman have a conflict of interest pursuant to Rule II.18 of the Takeover Rules and have not participated and will not participate in the handling of or decisions regarding the Offer.

The independent bid committee of BuildData consists of Melanie Dawson, member of the board of directors of BuildData (the “Independent Bid Committee”). The Independent Bid Committee has engaged Eversheds Sutherland as legal advisor in connection with the Offer and will obtain a fairness opinion from an independent expert. The Independent Bid Committee will publish the fairness opinion at the latest two weeks prior to the end of the acceptance period.

BuildData Group AB

The Independent Bid Committee

For further information, please contact:

Melanie Dawson, the Independent Bid Committee of BuildData

By e-mail: melanie.dawson@origin7.co.uk

 About BuildData

BuildData Group AB is a SaaS provider within construction and property technology and is listed on Nasdaq First North Growth Market. Redeye AB is the Company’s acting Certified Adviser (Tel. +46 8 121 576 90, certifiedadviser@redeye.se www.redeye.se).

Financial Highlights

• ARR at the end of Q4 (the quarter ending 30 June 2023) was SEK 100.0m, corresponding to a 25.1% increase compared with the same period last year (SEK 79.9m).
• TCV at the end of Q4 of SEK 154.9m, corresponding to a 32.3% increase compared with the same period last year (SEK 117.1m). Organic TCV growth in Q4 was 32.3% compared to the same period last year.
• Net sales in Q4 were SEK 28.5m, corresponding to a 22.8% increase compared with the same period last year (SEK 23.2m). Organic net sales growth was 22.8%.
• Gross profit in Q4 was SEK 27.1m (SEK 21.3m) equating to a 95.1% gross margin (91.8%)
• Normalised EBITDA in Q4 (EBITDA before non-recurring items) was SEK 1.5m compared to the same period last year (SEK -1.3m).
• EBITDA of SEK 1.7m compared to the same period last year (SEK -2.6m).
• Basic earnings per share (weighted) amounted to SEK -0.02 (SEK -0.08).
• Operating cashflow in Q4 was SEK -0.3m (SEK -0.7m).

 

Operational Highlights

• 237 new agreements were signed in Q4 with a value of SEK 33.0m.

 

Significant Events after the Period

• There were no significant events after the end of the period.

 

BuildData Group – Invitation to presentation of results for the quarter from April to June 2023 on Wednesday 19 July 2023

Stockholm 7 July 2023 – BuildData Group AB (“BuildData”), will release its results report for the quarter from April to June 2023 on Wednesday 19 July at 07.00 am CET.

Analysts, investors and the media are invited to a presentation at 15.00pm CET on Wednesday 19 July 2023.

The presentation can be viewed live at https://zutec.zoom.us/j/83252050946.

For more information, please contact:
Gustave Geisendorf, CEO, gustave.geisendorf@builddata.se, +44 7760760777.

 

About BuildData

BuildData. Group AB is a SaaS provider within construction and property technology and is listed on Nasdaq First North Growth Market. Redeye AB is the Company’s acting Certified Adviser (Tel. +46 8 121 576 90, certifiedadviser@redeye.se www.redeye.se).

Stockholm, 16 June 2023 – BuildData Group AB (“BuildData”) today announced that its proposed acquisition of Edocuments Limited (“Edocuments”) will not be proceeding. On 18 October 2022, BuildData announced it had signed a Letter of Intent to acquire Edocuments. The parties have been unable to agree on the terms of the transaction and the acquisition will therefore not be proceeding.

For further information, please contact: Gustave Geisendorf, CEO, Tel: +44 7760 760 777, Email: gustave.geisendorf@builddata.se.

This is information that BuildData Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 15 June 2023 at 21.35 CET.

About BuildData

BuildData Group AB is a SaaS provider within construction and property technology and is listed on Nasdaq First North Growth Market. Redeye AB is the Company’s acting Certified Adviser (Tel. +46 8 121 576 90, certifiedadviser@redeye.se www.redeye.se).

Financial Highlights

• ARR at the end of Q3 (the quarter ending 31 March 2023) was SEK 92.8m, corresponding to a 25.4% increase compared with the same period last year (SEK 74.0m).
• TCV at the end of Q3 of SEK 145.1m, corresponding to a 35.9% increase compared with the same period last year (SEK 106.8m). Organic TCV growth in Q3 was 35.9% compared to the same period last year.
• Net sales in Q3 were SEK 27.0m, corresponding to a 22.2% increase compared with the same period last year (SEK 22.1m). Organic net sales growth was 22.2%.
• Gross profit in Q3 was SEK 25.8m (SEK 21.3m) equating to a 95.6% gross margin (96.4%).
• Normalised EBITDA in Q3 (EBITDA before non-recurring items) was SEK -0.5m compared to the same period last year (SEK -1.5m).
• EBITDA of SEK 0.5m compared to the same period last year (SEK -1.5m).
• Basic earnings per share (weighted) amounted to SEK -0.04 (SEK -0.08).
• Operating cashflow in Q3 was SEK -2.8m (SEK -4.0m).

Operational Highlights

• 231 new agreements were signed in Q3 with a value of SEK 38.3m.
• Reduction in headcount from 115 to 88 in the quarter increasing productivity.

Significant Events after the Period

• In April 2023, the company paid the first tranche of SEK 9.2m for the earnout due under the Createmaster acquisition agreement.

The extraordinary general meeting in BuildData Group AB, 559136-0317 (the ”Company”) was held today, 24 Mars 2023 at 10:00 am, at the offices of Hannes Snellman Attorneys, Hamngatan 15, SE-111 47 Stockholm. The resolution of the extraordinary general meeting is presented below. The resolution was adopted unanimously.

The meeting resolved, in accordance with the board of director’s proposal, to authorize the board of directors to, on one or more occasions, until the next annual general meeting, prepare and implement a program for synthetic repurchases of own shares to a number corresponding to a maximum of 9.9 percent of all shares in the Company. Redemption of shares covered by the program shall finally be resolved by the general meeting. For this purpose, the Company shall enter into a so-called swap agreement on customary terms or another arrangement which is part of redemption on fair terms for other shareholders regarding the exchange of the return on interest-bearing funds for the return on the Company’s share. The counterparty in a swap agreement (or other arrangement that forms part of a redemption on fair terms for other shareholders) shall be able to be offered the opportunity to redeem for the corresponding shares that form the basis of the swap agreement / corresponding arrangement.

For more information, please contact:

Gustave Geisendorf, CEO, gustave.geisendorf@builddata.se, +44 7760760777.

About BuildData

BuildData Group AB is a SaaS provider within construction and property technology and is listed on Nasdaq First North Growth Market. Redeye AB is the Company’s acting Certified Adviser (Tel. +46 8 121 576 90, certifiedadviser@redeye.se www.redeye.se).

The shareholders of BuildData Group AB, reg.no 559136–0317 (”BuildData” or the ”Company”) are hereby summoned to the extraordinary general meeting on 24 March 2023 at 10.00 am, at the offices of Hannes Snellman Attorneys, Hamngatan 15, SE-111 47 Stockholm. The registration opens at 09.30 am.

Notice of attendance etc.

Shareholders who wish to participate in the extraordinary general meeting must be recorded in the share register held by Euroclear Sweden AB on 16 March 2023 and give notice of their participation by way of mail to the Company no later than on 21 March 2023 to BuildData Group AB, c/o Hannes Snellman Advokatbyrå, Box 7801, SE-103 96 Stockholm, or by way of e-mail: info@builddata.se, stating “Extraordinary general meeting”. Upon notice of attendance, the shareholder’s name, social security number or corporate registration number, address, telephone number, shareholding as well as information on advisors, if any (no more than two), shall be stated.

If participating by proxy, we are thankful if such proxy form is submitted already in connection with the notice of attendance. The proxy form may be no older than one year, however the proxy form may be older than one year if it is stated that it is valid for a longer period, however no more than five years. Proxy forms are provided shareholders upon request and are available at the Company and on the Company’s website, www.builddata.se. A person representing a legal entity is requested to present a copy of a certificate of registration or equivalent documentation of authority evidencing authorised signatory.

A person having had their shares nominee registered must, in order to have the right to participate in the extraordinary general meeting, have the nominee register the shares in own name, so that the relevant shareholder is registered in the share register held by Euroclear Sweden AB on 16 March 2023. Such registration may be temporary. The shareholder must therefore contact its nominee well before this date in accordance with the nominee’s routines and request voting rights registration. Voting rights registrations that have been made by the nominee no later than on 20 March 2023 will be taken into account in the presentation of the share register.

Postal voting

The board of directors has resolved that the shareholders may exercise their voting rights by post ahead of the general meeting.

Postal voting forms will be held available on the Company’s website, www.builddata.se. The completed and signed form should be sent in original to the above address or e-mail address. The completed form must be received by the Company no later than 23 March 2023. Further instructions can be found in the form. Please note that registration of shares in your own name (if the shares are nominee-registered) and notification to the general meeting must have taken place as described above even if the shareholder chooses to vote by post before the general meeting. Shareholders may not attach special instructions or conditions to the postal voting form. If this is done, the postal voting form is invalid in its entirety. Further instructions and conditions are set out in the postal voting form.

If shareholders vote by proxy, a written and dated proxy signed by the shareholder must be attached to the postal voting form. The proxy form will be available on the Company’s website, www.builddata.se. If the shareholder is legal entity, a certificate of registration or other document of authority must be attached to the postal voting form.

Proposed agenda

1. Election of chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination as to whether the extraordinary general meeting has been duly convened.
6. Resolution on authorization for the board of directors to resolve upon synthetic repurchases of Company shares.
7. Closing of the meeting.

Proposal for decision

Item 6: Resolution on authorization for the board of directors to resolve upon synthetic repurchases of Company shares

The board of directors propose that the general meeting authorizes the board of directors to, on one or more occasions, until the next annual general meeting, prepare and implement a program for synthetic repurchases of own shares to a number corresponding to a maximum of 9.9 percent of all shares in the Company. Redemption of shares covered by the program shall finally be resolved by the general meeting. For this purpose, the Company shall enter into a so-called swap agreement on customary terms or another arrangement which is part of redemption on fair terms for other shareholders regarding the exchange of the return on interest-bearing funds for the return on the Company’s share. The counterparty in a swap agreement (or other arrangement that forms part of a redemption on fair terms for other shareholders) shall be able to be offered the opportunity to redeem for the corresponding shares that form the basis of the swap agreement / corresponding arrangement.

Right to information

The board of directors and the CEO shall, if any shareholder requests it and the board of directors believes that it may take place without significant harm to the Company, provide information at the extraordinary general meeting regarding any circumstances which may affect the assessment of a matter on the agenda, and any circumstances which may affect the assessment of the Company’s or a subsidiary’s financial position as well as the Company’s relationship to another group company.

Documents

Complete resolution proposals pursuant to the above, will be presented on the Company’s website, www.builddata.se, and be kept available at the above mentioned address, at least two weeks before the extraordinary general meeting and be sent to shareholders who so wishes and state their postal address.

Shares and votes

The Company may issue shares of one class. In total, there are 68,171,694 shares and votes in the Company. Each share in the Company carries one vote at the extraordinary general meeting. The Company does not hold any own shares.

Processing of personal data

Personal data obtained through notification, proxy or through the share register kept by Euroclear will only be used for the necessary registration and the preparation of the voting list for the general meeting. For information on how your personal data is processed in connection with the general meeting, see the privacy policy on Euroclear AB’s, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

_____________________

Stockholm in March 2023
BuildData Group AB
The board of directors

 

For more information, please contact:
Gustave Geisendorf, CEO, gustave.geisendorf@builddata.se, +44 7760760777.

 

About BuildData

BuildData. Group AB is a SaaS provider within construction and property technology and is listed on Nasdaq First North Growth Market. Redeye AB is the Company’s acting Certified Adviser (Tel. +46 8 121 576 90, certifiedadviser@redeye.se www.redeye.se).

Financial Highlights

• ARR at the end of Q2 (the quarter ending 31 December 2022) was SEK 88.7m, corresponding to a 23.0% increase compared with the same period last year (SEK 72.1m).
• Total contract value at the end of Q2 of SEK 130.7m, corresponding to a 35.4% increase compared with the same period last year (SEK 96.5m). Organic TCV growth in Q2 was 32.1% compared to the same period last year.
• Net sales in Q2 were SEK 27.0m, corresponding to a 24.4% increase compared with the same period last year (SEK 21.7m). Organic net sales growth was 17.7%.
• Gross profit in Q2 was SEK 26.5m (SEK 21.4m) equating to a 97.8% gross margin (98.0%).
• Normalised EBITDA in Q2 (EBITDA before non-recurring items) was SEK -2.4m compared to the same period last year (SEK -2.2m).
• EBITDA of SEK -9.2m compared to the same period last year (SEK -4.2m).
• Basic earnings per share (weighted) amounted to SEK -0.19 (-0.12).
• Operating cashflow in Q2 was SEK -4.0m (-6.7m).

Operational Highlights

• We signed a letter of intent to acquire eDocuments.
• 208 new agreements were signed in Q2 with a value of SEK 33.1m.

Significant Events after the Period

• There were no significant events after the end of the period

 

For more information, please contact:
Gustave Geisendorf, CEO, gustave.geisendorf@builddata.se, +44 7760760777.

Bruce Morrison, CFO, bruce.morrison@builddata.se, +44 7770262386

 About BuildData

BuildData. Group AB is a SaaS provider within construction and property technology and is listed on Nasdaq First North Growth Market. Redeye AB is the Company’s acting Certified Adviser (Tel. +46 8 121 576 90, certifiedadviser@redeye.se www.redeye.se).

Annual general meeting in BuildData Group AB, 559136-0317 (the ”Company”) was held today, 10 November 2022. The main decisions of the annual general meeting are summarised below. All resolutions were adopted with the required majority of votes.

• The meeting adopted the Company’s income statement and balance sheet and the consolidated income statement and balance sheet for the financial year that ended on 30 June 2022. The meeting resolved that no dividend shall be paid for the financial year that ended on 30 June 2022. The board of directors and the managing director were discharged from liability for the abovementioned financial year. 

• The meeting resolved to re-elect board members Stefan Charette, Gareth Burton, Melanie Dawson, Erik Gabrielson, Mikael Näsström and Per Åkerman. Stefan Charette was re-elected as the chairman of the board of directors. 

• Further, the meeting resolved, in accordance with the board’s proposal, that remuneration amounting to SEK 186,000 for the chairman and to SEK 93,000 for each of the other board members, shall be paid out. 

• The registered accounting firm BDO Sweden AB was re-elected as the Company’s auditor. The meeting resolved that the auditor’s remuneration shall be paid in accordance with approved invoices. 

• The meeting resolved, in accordance with the board’s proposal, to add a new paragraph 10 in the articles of association to enable participation in general meetings by postal voting and for the Company to collect proxies in accordance with below. 

New paragraph

§ 10 Insamling av fullmakter och poströster / Collection of proxies and postal voting Styrelsen får samla in fullmakter enligt det förfarande som anges i 7 kap. 4 § andra stycket aktiebolagslagen. Styrelsen får inför bolagsstämma besluta att aktieägarna skall kunna utöva sin rösträtt per post före bolagsstämman enligt vad som anges i 7 kap. 4 a § aktiebolagslagen. The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act. The Board of Directors may decide before a general meeting that the shareholders shall be able to exercise their voting rights by post before the general meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act.

The above amendment to the articles of association entails a change in the numbering because of a new paragraph 10. 

• The meeting resolved, in accordance with board’s proposal, to implement an incentive scheme, incentive program 2022/2026A, addressed to employees in the Company’s subsidiary.

• The meeting resolved, in accordance with the board’s proposal, to repurchase 2,550,590 warrants amounting to a total value of SEK 6,172,428 (related party transaction) and to cancel outstanding warrants. 

• The meeting resolved to authorize the board of directors to resolve on one or several occasions and for the time period until the next annual general meeting, to increase the Company’s share capital by new share issues and to issue warrants and convertible bonds, to the extent possible according to the articles of association, as applicable. Issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions.

 

For more information, please contact:

Gustave Geisendorf, CEO in BuildData Group AB

Tel: +44 7760 760 777

E-mail: gustave.geisendorf@builddata.se

About BuildData Group AB

BuildData Group AB is a cloud-based construction management software company. The Group’s operations are conducted in Ireland with operations in the UK, Australia and the Middle East.

The Company is listed on Nasdaq First North Growth Market and Redeye AB is the Company’s acting Certified Adviser, phone: +46 8 121 576 90, certifiedadviser@redeye.se, www.redeye.se.