Stockholm 8 October, 2021 – Zutec Holding AB (publ) (“Zutec”)) today announced it has changed its name to BuildData Group AB (“BuildData”). From October 8, 2021 the ticker will change from ZUTEC.ST to BUILD.ST. An extraordinary general meeting on September 7, 2021 approved the name change and Bolagsverket recently registered the new name. All investor information will from October 8, 2021 be found on the new BuildData website www.builddata.se.

“The name change represents the already commenced change in our strategy and in alignment of our vision of partnering with customers throughout the entire building lifecycle from the development stage into construction and ultimately into the operational facility management phase. Our strategy will now be focused on M&A activity and using the BuildData umbrella for such activity” says Gustave Geisendorf, CEO of BuildData.

BuildData’s strategy is to grow revenue by enabling in excess of 20% organic growth in group companies supported by a targeted M&A strategy to acquire companies with complementary offerings in the building lifecycle. BuildData consists of the following companies and solutions:

• Quality Management: A leading web-based and mobile app solution for contractors and housebuilders to manage their quality processes to reduce delays and increase quality. Quality management is offered through the Zutec brand.

• Handover Management: When the main contractor hands back the building to the property owner, our handover management solution offers a complete package of information about the building’s assets including all manuals. Handover management is sold through the Createmaster and Zutec brands.

• Asset Information Management: Our Asset Information Management (“AIM”) solution offers property developers, housebuilders and housing associations a solution to manage all the data through the whole lifecycle of a building from Design to Operations. AIM is sold through the Zutec and Resi-sense brands.

“We are seeing a strong momentum in our business which is why we are confident to accelerate our growth trajectory. We have multiple avenues for both organic and acquired growth, our M&A pipeline is building and we expect to have further M&A announcements in the near future. Our business now consists of both ConTech (Zutec and CreateMaster) and PropTech (Resi-sense) and we are exploring M&A targets within both areas. Our geographic M&A focus will primarily remain in our home markets in the U.K., Ireland and Australia. Our target remains of reaching SEK 200 million in sales within three years. Shareholder value creation will remain a top priority for us as we are embarking on this next stage in our growth journey.” says Gustave Geisendorf, CEO of BuildData.

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 extraordinary general meeting in Zutec Holding AB (publ) was held on Tuesday 7 September 2021. Due to the extraordinary situation because of the COVID-19 pandemic, the extraordinary general meeting was carried out through postal voting only, without any physical attendance.

The general meeting resolved, with the required majority, on the resolutions below:

Name change to BuildData Group AB

It was resolved in accordance with the Board of Directors’ proposal to change the name of the Company to BuildData Group AB, and thus resolved to amendment to the Articles of Association.

 

Election of additional Board of Directors

It was resolved in accordance with the Board of Directors’ proposal that the Board of Directors is to be composed of six Directors and that Gareth Burton and Melanie Dawson are elected as new Directors of the Board. Furthermore, it was resolved that Stefan Charette is elected as the chairman of the Board.

Following the general meeting, the Board of Directors consists of: Stefan Charette (chairman), Mikael Näsström, Erik Gabrielson, Per Åkerman, Gareth Burton and Melanie Dawson.

 

For more information, please contact:

Gustave Geisendorf, CEO at Zutec

Tel: +353 1 201 3565

E-mail: gustave.geisendorf@zutec.com

 

About Zutec

Zutec is a niche provider of cloud-based construction management software with offices in Dublin, London and Melbourne.

Zutec Holding AB (publ) is listed on Nasdaq First North Growth Market and Redeye AB is the Company’s acting Certified Adviser +46 8 121 576 90, certifiedadviser@redeye.se, www.redeye.se

The shareholders of Zutec Holding AB (publ), reg.no 559136-0317 (the “Company”) are hereby  summoned to an Extraordinary General Meeting (the “Meeting”) on Tuesday 7 September 2021.

Due to the risk of spreading of Covid-19 and the authorities’ regulations and advice on avoiding  meetings, the Board of directors has decided, on the basis of temporary regulations, that the Meeting  shall be conducted without physical presence by shareholders exercising their voting rights only by  postal voting.

 

PARTICIPATION

A Shareholder wishing to attend the Meeting shall:

• be recorded in the share register maintained by Euroclear Sweden AB on Monday 30 August 2021; and
• notify the Company of its intention to attend the Meeting not later than on Monday 6 Sep tember 2021 by submitting a complete voting form and, where applicable, proxies, registra tion certificates and other corresponding authorization documents in accordance with the  instructions under the heading “Information on postal voting” below.

To be entitled to attend the Meeting, shareholders whose shares are nominee-registered must, in  addition to giving notice of attendance to the Company by casting their postal vote, register such  shares in their own names so that the shareholder is recorded in the share register as of 30 August 2021. Such registration may be temporary (so called voting right registration) and request for such  registration shall be made to the nominee in accordance with the nominee’s routines in such time in  advance as decided by the nominee. Voting rights registrations effected no later than the second  banking day after 30 August 2021 will be considered in the preparation of the share register.

 

INFORMATION ON POSTAL VOTING

Postal voting

Due to the outbreak of the corona virus causing Covid-19 and the shareholders’ safety, the Company  has resolved that the Meeting shall be conducted by shareholders exercising their voting rights only  by postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to  facilitate the execution of general meetings in companies and other associations. This means that  the Meeting will be conducted without the physical presence of shareholders, proxies etc., i.e. there  will be no meeting with the opportunity to participate physically.

Forms for postal voting are available on the Company’s website (https://www.zutec.com/). Com pleted and signed form is sent to Zutec Holding AB (publ), c/o Eversheds Sutherland Advokatbyrå,  Box 14055, 104 40 Stockholm, Sweden or by e-mail to investors@zutec.com. The complete form  must be received by the Company no later than Monday 6 September 2021. Further instructions can  be found in the form. The shareholder may not provide the postal vote with special instructions or  conditions. If this happens, the vote (i.e. the postal vote in its entirety) is invalid. If shareholders  vote by post by proxy, the power of attorney must be attached to the postal voting form. Proxy  forms can be found on the Company’s website (https://www.zutec.com/). If the shareholder is a  legal entity, a registration certificate or other authorization document must also be attached.

 

PROPOSED AGENDA

The Board of Directors’ proposed agenda for the Meeting:

1. Opening of the Meeting
2. Appointment of chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda for the Meeting
5. Appointment of one or two persons to verify the minutes of the Meeting  6. Determination of whether the Meeting has been duly convened
6. Resolution to amend the articles of association
7. Election of Board of Directors
8. Closing of the Meeting

 

PROPOSED RESOLUTIONS

Appointment of chairman of the Meeting (item 2)

The Board of Directors proposes that Mikael Näsström is appointed as the chairman of the Meeting. Preparation and approval of voting list (item 3)

The voting list which is to be drawn based on the Meeting’s share register and received postal votes  is proposed as voting list for the Meeting.

 

Election of one or two persons to verify the minutes (item 5)

The Board of Directors proposes that Kevin Holmkvist (Eversheds Sutherland), or, if unable to attend  the Meeting, any of the persons assigned by the Board of Directors, shall verify the minutes. The  persons verifying the minutes shall also control the voting list and that received postal votes are  correctly reflected in the minutes.

 

Resolution to amend the articles of association (item 7)

As announced by the Company in a press release on 11 June 2021, the Board of Directors proposes  to change the name of the Company to BuildData Group AB. Thus, the Board of Directors proposes  the following amendment to the Articles of Association.

 

Current wording	Proposed new wording
§ 1 FIRMA / COMPANY NAME Bolagets firma är Zutec Holding AB. Bolaget är  publikt (publ). The company’s name is Zutec Holding AB. The  company is a public company (publ).	§ 1 FIRMA / COMPANY NAME Bolagets företagsnamn är BuildData Group AB.  Bolaget är publikt (publ). The company’s name is BuildData Group AB.  The company is a public company (publ).

 

Election of Board of Directors (item 8)

The Board proposed that the Board of Directors is to be composed of six Directors and that Gareth  Burton and Melanie Dawson are elected as new Directors of the Board. Furthermore, the Board  proposes that Stefan Charette is elected as the chairman of the Board. Should the Meeting resolve  in accordance with the proposal, the Board of Directors will be: Stefan Charette (chairman), Mikael  Näsström, Erik Gabrielson, Per Åkerman, Gareth Burton and Melanie Dawson.

New Directors are entitled to remuneration for their work in accordance with the renumeration fees  resolved by the 2020 Annual General Meeting, in proportion to the actual time served as Director.

Gareth Burton

Gareth Burton is an experienced construction software industry executive having recently served as  CEO of Thinkproject. Gareth Burton initially served as a non-executive director at Thinkproject before  taking over as CEO in 2019. He successfully led the impressive growth of Thinkproject since 2019  and the sale of the business to EQT last December. Prior to Thinkproject, Gareth Burton had a career  as a CIO in the Oil and Gas, construction and FinTech software industries. He has also led a global  service business for Motorola and held senior positions at BT. Gareth Burton has a degree and Engineering Mathematics and attended Insead Business School International Executive Program. He

will, due to non-compete restrictions in his current employment agreement, start as Director on 6  October 2021 and, at the same time, become a shareholder in Zutec.

Melanie Dawson

Melanie has extensive practical experience within BIM & Digital Construction from an extensive and  diversified construction career over the past 15 years. She has held a variety of challenging leader ship roles including Head of BIM and head of Digital Construction to owning her own BIM & Digital  Construction Consultancy company Origin7 Ltd. Melanie’s leadership has been fundamental in the  delivery of many high-profile public and private sector projects across the UK.

OTHER

Information

Shareholders have the right to request information from the Board of Directors and the CEO in  accordance with Chapter 7 Section 32 of the Swedish Companies Act regarding conditions that may  affect the assessment of a matter on the agenda and conditions that may affect the assessment of  the Company’s financial situation. The Board of Directors and the CEO shall disclose such information  if the Board of Directors considers that this can be done without significant damage to the Company.  The disclosure obligation also applies to the Company’s relationship with another group company,  the group accounts and such matters as mentioned above with regard to subsidiaries.

Requests for such information must be submitted in writing to the Company no later than ten days  before the Meeting, i.e. no later than 28 August 2021, to the Company’s address Zutec Holding AB  (publ), c/o Eversheds Sutherland Advokatbyrå, Box 14055, 104 40 Stockholm, Sweden or by e-mail  to investors@zutec.com. The information is provided by the Company by keeping it available on the  Company’s website www.zutec.com and at the Company at the above address no later than 2 Sep

tember 2021. The information is also sent to shareholders who have requested it and who have  provided their address.

 

Personal data

For information on how personal data is processed in relation to the Meeting, see the Privacy No tice on Euroclear Sweden AB’s website at: https://www.euroclear.com/dam/ESw/Legal/Pri vacy_notice_BOSS_20181023.pdf.

 

Number of shares and votes

At the date of this notice, the Company’s share capital amounts to SEK 12,551,456.80, represented  by 62,757,284 shares. Each share carries one vote.

____________________

Stockholm in August 2021

Zutec Holding AB (publ)

Board of Directors

 

For more information, please contact:

Gustave Geisendorf, CEO at Zutec

Tel: +353 1 201 3565

E-mail: gustave.geisendorf@zutec.com

 

About Zutec

Zutec is a SaaS provider within construction and property technology.

Stockholm 11 June 2021 – Zutec Holding AB (publ) (“Zutec”) today announced that it will change name from Zutec Holding AB to BuildData Group AB (“BuildData”). This comes on the back of the recent upsized SEK100 million targeted rights issue and the acquisition of Createmaster.

“We are now moving into the next phase of our very exciting journey of digitalizing the least digitized industry in the world. The name change represents the already commenced change in our strategy and in alignment of our vision of partnering with customers in the entire building lifecycle from the development stage into construction and ultimately into the operational facility management phase.” says Gustave Geisendorf, CEO of BuildData.

BuildData will consist of the following companies

• Zutec; which is a leading cloud-based construction management platform catering to developers, contractors and subcontractors as well as asset owners. Zutec provides a web-based platform and mobile applications for field use in 2D and 3D/BIM format. Zutec operates in the U.K, Ireland, Australia and the Middle East.
• Createmaster; which is a leading U.K. digital solution platform to contractors, developers and asset owners. BuildData acquired Createmaster in April 2021.
• Resi-sense; which is a U.K. cloud-based tenancy management software platform catering primarily to housebuilders and developers as well as service providers and asset owners. BuildData acquired Resi-sense as part of its acquisition of Createmaster and will going forward be an independent entity.

“The name change is further a reflection of the fact that we are a Swedish company with a Swedish management team and board of directors. We are pleased to have a group of core Swedish institutional shareholders in Athanase, AP4, FE Fonder and Norron. We are also lucky that Swedish serial entrepreneur and investor Peter Dahlberg has joined the shareholder list as a meaningful shareholder and his experience from successful buy-and-build strategies will be valuable to our journey going forwards.” says Gustave Geisendorf, CEO of BuildData.

BuildData’s strategy is to continue adding business areas and companies as part of its M&A strategy which now will intensify on the back of the recent targeted rights issue.

“We are seeing a terrific momentum in our business which is why we are confident to accelerate our growth trajectory. We are able to attract key talent that wants to join our mission and we expect to announce more key hires in the near-term. We have multiple avenues for both organic and acquired growth, our M&A pipeline is building and we expect to have further M&A announcements in the near future. Our business now consists of both ConTech (Zutec and CreateMaster) and PropTech (Resi-sense) and we are exploring M&A targets within both areas. Our geographic M&A focus will primarily remain in our home markets in the U.K., Ireland and Australia. Our target remains of reaching SEK200 million in sales within three years. Shareholder value creation will remain a top priority for us as we are embarking on this next stage in our growth journey.” says Gustave Geisendorf, CEO of BuildData.

The name change in subject to an extraordinary general meeting which will be convened shortly.

 

For more information, please contact:

Gustave Geisendorf, CEO, gustave.geisendorf@zutec.com, +44 7760760777.

 

About BuildData

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

The extraordinary general meeting in Zutec Holding AB (publ) was held on Tuesday 7 September 2021. Due to the extraordinary situation because of the COVID-19 pandemic, the extraordinary general meeting was carried out through postal voting only, without any physical attendance.

The general meeting resolved, with the required majority, on the resolutions below:

Name change to BuildData Group AB

It was resolved in accordance with the Board of Directors’ proposal to change the name of the Company to BuildData Group AB, and thus resolved to amendment to the Articles of Association.

 

Election of additional Board of Directors

It was resolved in accordance with the Board of Directors’ proposal that the Board of Directors is to be composed of six Directors and that Gareth Burton and Melanie Dawson are elected as new Directors of the Board. Furthermore, it was resolved that Stefan Charette is elected as the chairman of the Board.

Following the general meeting, the Board of Directors consists of: Stefan Charette (chairman), Mikael Näsström, Erik Gabrielson, Per Åkerman, Gareth Burton and Melanie Dawson.

 

For more information, please contact:

Gustave Geisendorf, CEO at Zutec

Tel: +353 1 201 3565

E-mail: gustave.geisendorf@zutec.com

 

About Zutec

Zutec is a niche provider of cloud-based construction management software with offices in Dublin, London and Melbourne.

Zutec Holding AB (publ) is listed on Nasdaq First North Growth Market and Redeye AB is the Company’s acting Certified Adviser +46 8 121 576 90, certifiedadviser@redeye.se, www.redeye.se

The extraordinary general meeting in Zutec Holding AB (publ) was held on Tuesday 7 September 2021. Due to the extraordinary situation because of the COVID-19 pandemic, the extraordinary general meeting was carried out through postal voting only, without any physical attendance.

The general meeting resolved, with the required majority, on the resolutions below:

Name change to BuildData Group AB

It was resolved in accordance with the Board of Directors’ proposal to change the name of the Company to BuildData Group AB, and thus resolved to amendment to the Articles of Association.

 

Election of additional Board of Directors

It was resolved in accordance with the Board of Directors’ proposal that the Board of Directors is to be composed of six Directors and that Gareth Burton and Melanie Dawson are elected as new Directors of the Board. Furthermore, it was resolved that Stefan Charette is elected as the chairman of the Board.

Following the general meeting, the Board of Directors consists of: Stefan Charette (chairman), Mikael Näsström, Erik Gabrielson, Per Åkerman, Gareth Burton and Melanie Dawson.

 

For more information, please contact:

Gustave Geisendorf, CEO at Zutec

Tel: +353 1 201 3565

E-mail: gustave.geisendorf@zutec.com

 

About Zutec

Zutec is a niche provider of cloud-based construction management software with offices in Dublin, London and Melbourne.

Zutec Holding AB (publ) is listed on Nasdaq First North Growth Market and Redeye AB is the Company’s acting Certified Adviser +46 8 121 576 90, certifiedadviser@redeye.se, www.redeye.se

Correction: The correct attachment has been added to this press release.  No other change has been made to the press release

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN, HONG

KONG, SWITZERLAND, SINGAPORE OR NEW ZEALAND OR ANY JURISDICTION IN WHICH THE

PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS PRESS RELEASE

DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF ZUTEC.

The board of Directors of Zutec Holding AB (publ) (“Zutec” or the “Company”) has resolved,

subject to the approval by shareholders at an Extraordinary General Meeting (the “EGM”), on

a directed new issue of 16,666,666 shares, which is expected to raise proceeds to the

Company of SEK 100 million before issue costs.

The intention to carry out the directed share issue was announced earlier today. The Board of

Directors has now resolved, subject to the approval by shareholders at an EGM, on such issue

to a number of institutional investors, including Athanase Industrial Partner (“Athanase”), FE

Fonder, Norron Asset Management and AP4, on the basis of an accelerated bookbuild

conducted by Skandinaviska Enskilda Banken. The Company intends to publish a notice

convening an EGM shortly, which is expected to be held on or around June 11, 2021.

In total, 16,666,666 new ordinary shares will be issued at a subscription price of SEK 6 per

share. Accordingly, the directed issue is expected to raise proceeds to the Company of SEK

100 million before issue costs. The subscription price of SEK 6 per share implies a discount of

around 14 per cent compared to the closing price on May 25, 2021.

“We are very pleased to welcome all new shareholders to join Zutec on our ongoing journey

towards our vision of becoming a leading player within cloud based construction software. We

are proud that such an accomplished group of investors have joined us, as we are seeking to

diversify our shareholder base through an improved mix of institutional investors, high net

worth individuals and retail investors. This funding helps us to further accelerate our growth,

both organically and through acquisitions, and to build on the strong momentum we are

enjoying. We have a well-defined plan for value creation for our shareholders that includes

acquisitions, which will be of enhanced focus following this directed share issue. ” says Gustave

Geisendorf, CEO of Zutec

The Company intends to use the proceeds from the directed share issue to finance continued

organic growth through initiatives within sales, marketing and product development, as well

as for M&A purposes.

The reasons for the deviation from the shareholders’ pre-emption rights are that the Company

shall, in a timely manner, be able to secure the Company’s capital need for the operations, as

well as broaden the ownership structure of the Company with institutional investors.

The directed share issue, if approved, will result in an increase of the number of shares in

Zutec by 16,666,666 from 46,090,618 to 62,757,284, and an increase of the share capital by

SEK 3,333,333.20 from SEK 9,218,123.60 to SEK 12,551,456.80, resulting in a dilution of

approximately 27 per cent for Zutec’s existing shareholders after the directed issue. The

directed issue is conditional upon an EGM having approved the directed issue no later than

July 1, 2021 and the capital increase having been registered by the Swedish Companies

Registration office (Sw. Bolagsverket) no later than July 15, 2021. As shares have been

subscribed by Athanase, the EGM approval requires support from shareholders representing

not less than 90 per cent of the shares and votes at the EGM.

Main shareholder Athanase, representing approximately 47 per cent of the shares and votes

in Zutec, has undertaken to vote in favour of the directed issue at the EGM and not to dispose

of any such shares prior to the EGM. Subject to customary exceptions, Athanase, management

and board members of the Company and the Company have agreed to a lock-up until the

period ending 90 days after approval at the EGM.

Skandinaviska Enskilda Banken acted as Sole Bookrunner and Eversheds Sutherland acted as

legal adviser to Zutec in connection with the directed share issue.

 

For further information, please contact

Gustave Geisendorf, CEO, Tel: +353 1 21 3565, email: gustave.geisendorf@zutec.com

This is information that Zutec Holding 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 May 25, 2021 at 23.23 CET.

 

About Zutec Holding AB (publ)

Zutec is a provider of cloud-based construction management software with operations in

Dublin, Abu Dhabi, London and Melbourne. Zutec’s product offering includes the Zutec

product family, CreateMaster as well as Resi-Sense. Zutec Holding AB (publ) is listed on Nasdaq

First North Growth Market and Redeye AB is the Company’s acting Certified Adviser (Tel. +46

8 121 576 90, certifiedadviser@redeye.se, www.redeye.se).

 

Important information

Publication, distribution or release of this press release may, in certain jurisdictions, be subject

to restrictions. The recipients of this press release in jurisdictions where this press release has

been published or distributed shall inform themselves of and follow such restrictions. This

press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for

any securities in the Company in any jurisdiction, neither from Zutec nor from anyone else.

This press release does not constitute or form part of an offer or solicitation to purchase or

subscribe for securities in the United States. The securities referred to herein may not be sold

in the United States absent registration or an exemption from registration under the US

Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold

within the United States absent registration or an applicable exemption from, or in a

transaction not subject to, the registration requirements of the Securities Act. There is no

intention to register any securities referred to herein in the United States or to make a public

offering of the securities in the United States. The information in this press release may not

be published, distributed or released, directly or indirectly, in whole or in part, within or into

the United States of America, Australia, Canada, Hong Kong, Israel, Japan, New Zeeland, South

Africa, Switzerland or in any other jurisdiction where such publication, distribution or release

of the information would not comply with applicable laws and regulations or would require

prospectuses, registration or any other measures than those required by Swedish law. Actions

taken in violation of this instruction may constitute a crime against applicable securities laws

and regulations.

In the United Kingdom, this document and any other materials in relation to the securities

described herein is only being distributed to, and is only directed at, and any investment or

investment activity to which this document relates is available only to, and will be engaged in

only with, “qualified investors” (within the meaning of the United Kingdom version of the EU

Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the

European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in

matters relating to investments who fall within the definition of “investment professionals” in

Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

(the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order

(all such persons together being referred to as “relevant persons”). In the United Kingdom,

any investment or investment activity to which this communication relates is available only to,

and will be engaged in only with, relevant persons. Persons who are not relevant persons

should not take any action on the basis of this press release and should not act or rely on it.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN, HONG

KONG, SWITZERLAND, SINGAPORE OR NEW ZEALAND OR ANY JURISDICTION IN WHICH THE

PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS PRESS RELEASE

DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF ZUTEC.

The board of Directors of Zutec Holding AB (publ) (“Zutec” or the “Company”) has resolved,

subject to the approval by shareholders at an Extraordinary General Meeting (the “EGM”), on

a directed new issue of 16,666,666 shares, which is expected to raise proceeds to the

Company of SEK 100 million before issue costs.

The intention to carry out the directed share issue was announced earlier today. The Board of

Directors has now resolved, subject to the approval by shareholders at an EGM, on such issue

to a number of institutional investors, including Athanase Industrial Partner (“Athanase”), FE

Fonder, Norron Asset Management and AP4, on the basis of an accelerated bookbuild

conducted by Skandinaviska Enskilda Banken. The Company intends to publish a notice

convening an EGM shortly, which is expected to be held on or around June 11, 2021.

In total, 16,666,666 new ordinary shares will be issued at a subscription price of SEK 6 per

share. Accordingly, the directed issue is expected to raise proceeds to the Company of SEK

100 million before issue costs. The subscription price of SEK 6 per share implies a discount of

around 14 per cent compared to the closing price on May 25, 2021.

“We are very pleased to welcome all new shareholders to join Zutec on our ongoing journey

towards our vision of becoming a leading player within cloud based construction software. We

are proud that such an accomplished group of investors have joined us, as we are seeking to

diversify our shareholder base through an improved mix of institutional investors, high net

worth individuals and retail investors. This funding helps us to further accelerate our growth,

both organically and through acquisitions, and to build on the strong momentum we are

enjoying. We have a well-defined plan for value creation for our shareholders that includes

acquisitions, which will be of enhanced focus following this directed share issue. ” says Gustave

Geisendorf, CEO of Zutec

The Company intends to use the proceeds from the directed share issue to finance continued

organic growth through initiatives within sales, marketing and product development, as well

as for M&A purposes.

The reasons for the deviation from the shareholders’ pre-emption rights are that the Company

shall, in a timely manner, be able to secure the Company’s capital need for the operations, as

well as broaden the ownership structure of the Company with institutional investors.

The directed share issue, if approved, will result in an increase of the number of shares in

Zutec by 16,666,666 from 46,090,618 to 62,757,284, and an increase of the share capital by

SEK 3,333,333.20 from SEK 9,218,123.60 to SEK 12,551,456.80, resulting in a dilution of

approximately 27 per cent for Zutec’s existing shareholders after the directed issue. The

directed issue is conditional upon an EGM having approved the directed issue no later than

July 1, 2021 and the capital increase having been registered by the Swedish Companies

Registration office (Sw. Bolagsverket) no later than July 15, 2021. As shares have been

subscribed by Athanase, the EGM approval requires support from shareholders representing

not less than 90 per cent of the shares and votes at the EGM.

Main shareholder Athanase, representing approximately 47 per cent of the shares and votes

in Zutec, has undertaken to vote in favour of the directed issue at the EGM and not to dispose

of any such shares prior to the EGM. Subject to customary exceptions, Athanase, management

and board members of the Company and the Company have agreed to a lock-up until the

period ending 90 days after approval at the EGM.

Skandinaviska Enskilda Banken acted as Sole Bookrunner and Eversheds Sutherland acted as

legal adviser to Zutec in connection with the directed share issue.

 

For further information, please contact

Gustave Geisendorf, CEO, Tel: +353 1 21 3565, email: gustave.geisendorf@zutec.com

This is information that Zutec Holding 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 May 25, 2021 at 23.23 CET.

 

About Zutec Holding AB (publ)

Zutec is a provider of cloud-based construction management software with operations in

Dublin, Abu Dhabi, London and Melbourne. Zutec’s product offering includes the Zutec

product family, CreateMaster as well as Resi-Sense. Zutec Holding AB (publ) is listed on Nasdaq

First North Growth Market and Redeye AB is the Company’s acting Certified Adviser (Tel. +46

8 121 576 90, certifiedadviser@redeye.se, www.redeye.se).

 

Important information

Publication, distribution or release of this press release may, in certain jurisdictions, be subject

to restrictions. The recipients of this press release in jurisdictions where this press release has

been published or distributed shall inform themselves of and follow such restrictions. This

press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for

any securities in the Company in any jurisdiction, neither from Zutec nor from anyone else.

This press release does not constitute or form part of an offer or solicitation to purchase or

subscribe for securities in the United States. The securities referred to herein may not be sold

in the United States absent registration or an exemption from registration under the US

Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold

within the United States absent registration or an applicable exemption from, or in a

transaction not subject to, the registration requirements of the Securities Act. There is no

intention to register any securities referred to herein in the United States or to make a public

offering of the securities in the United States. The information in this press release may not

be published, distributed or released, directly or indirectly, in whole or in part, within or into

the United States of America, Australia, Canada, Hong Kong, Israel, Japan, New Zeeland, South

Africa, Switzerland or in any other jurisdiction where such publication, distribution or release

of the information would not comply with applicable laws and regulations or would require

prospectuses, registration or any other measures than those required by Swedish law. Actions

taken in violation of this instruction may constitute a crime against applicable securities laws

and regulations.

In the United Kingdom, this document and any other materials in relation to the securities

described herein is only being distributed to, and is only directed at, and any investment or

investment activity to which this document relates is available only to, and will be engaged in

only with, “qualified investors” (within the meaning of the United Kingdom version of the EU

Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the

European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in

matters relating to investments who fall within the definition of “investment professionals” in

Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

(the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order

(all such persons together being referred to as “relevant persons”). In the United Kingdom,

any investment or investment activity to which this communication relates is available only to,

and will be engaged in only with, relevant persons. Persons who are not relevant persons

should not take any action on the basis of this press release and should not act or rely on it.

5.31 PM CEST / 25-May-2021 / Zutec Holding AB (SEMM:ZUTEC)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE

UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN, HONG KONG,

SWITZERLAND, SINGAPORE OR NEW ZEALAND OR ANY JURISDICTION IN WHICH THE

PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES

NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF ZUTEC.

Zutec Holding AB (publ) (“Zutec” or the “Company”) has mandated Skandinaviska Enskilda

Banken to evaluate the possibility to carry out a directed share issue of approximately SEK 80

million to institutional investors. Main shareholder Athanase Industrial Partner (“Athanase”)

has committed to subscribe for shares corresponding to a value of approximately SEK 37

million. The directed issue is conditional upon shareholder approval at an Extraordinary

General Meeting (the “EGM”), expected to be held on or around June 11, 2021, however no

later than July 1, 2021 in addition to the capital increase having been registered by the Swedish

Companies Registration office (Sw. Bolagsverket) no later than July 15, 2021.

The directed share issue is being conducted through an accelerated bookbuilding process

which will commence immediately following this announcement and may close at any time

on short notice. A further announcement will be made following the completion of the

Bookbuild and the pricing of the directed share issue.

Investors will be offered interim shares, which will be converted to new ordinary shares

following approval of the directed share issue by shareholders at an EGM. Main shareholder

Athanase, representing approximately 47 per cent of the shares and votes in Zutec, has

undertaken to vote in favour of the directed share issue at such EGM and not to dispose of

any such shares prior to the EGM. Subject to customary exceptions, Athanase, the Company,

management and board members of the Company have agreed to a lock-up until the period

ending 90 days after approval at the EGM of the new issue.

The Company intends to use the proceeds from the directed share issue to finance continued

organic growth through initiatives within sales, marketing and product development, as well

as for M&A purposes.

The reasons for the deviation from the shareholders’ pre-emption rights are that the Company

shall, in a timely manner, be able to secure the Company’s capital need for the operations, as

well as broaden the ownership structure of the Company with institutional investors.

 

For further information, please contact

Gustave Geisendorf, CEO,

Tel: +353 1 21 3565,

email: gustave.geisendorf@zutec.com

This is information that Zutec Holding 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 May 25, 2021 at 17:31 CET.

 

About Zutec Holding AB (publ)

Zutec is a provider of cloud-based construction management software with operations in

Dublin, Abu Dhabi, London and Melbourne. Zutec Holding AB (publ) is listed on Nasdaq First

North Growth Market and Redeye AB is the Company’s acting Certified Adviser (Tel. +46 8 121

576 90, certifiedadviser@redeye.se, www.redeye.se).

 

Important information

Publication, distribution or release of this press release may, in certain jurisdictions, be subject

to restrictions. The recipients of this press release in jurisdictions where this press release has

been published or distributed shall inform themselves of and follow such restrictions. This

press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for

any securities in the Company in any jurisdiction, neither from Zutec nor from anyone else.

This press release does not constitute or form part of an offer or solicitation to purchase or

subscribe for securities in the United States. The securities referred to herein may not be sold

in the United States absent registration or an exemption from registration under the US

Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold

within the United States absent registration or an applicable exemption from, or in a

transaction not subject to, the registration requirements of the Securities Act. There is no

intention to register any securities referred to herein in the United States or to make a public

offering of the securities in the United States. The information in this press release may not

be published, distributed or released, directly or indirectly, in whole or in part, within or into

the United States of America, Australia, Canada, Hong Kong, Israel, Japan, New Zeeland, South

Africa, Switzerland or in any other jurisdiction where such publication, distribution or release

of the information would not comply with applicable laws and regulations or would require

prospectuses, registration or any other measures than those required by Swedish law. Actions

taken in violation of this instruction may constitute a crime against applicable securities laws

and regulations.

In the United Kingdom, this document and any other materials in relation to the securities

described herein is only being distributed to, and is only directed at, and any investment or

investment activity to which this document relates is available only to, and will be engaged in

only with, “qualified investors” (within the meaning of the United Kingdom version of the EU

Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the

European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in

matters relating to investments who fall within the definition of “investment professionals” in

Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

(the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order

(all such persons together being referred to as “relevant persons”). In the United Kingdom,

any investment or investment activity to which this communication relates is available only to,

and will be engaged in only with, relevant persons. Persons who are not relevant persons

should not take any action on the basis of this press release and should not act or rely on it.

Financial Highlights

• Net sales in Q3 were SEK 8.5m, corresponding to a 63.2% increase compared with the same period in 2020 (SEK 5.2m). Sales growth in Q3 based on constant currency was 70.0% compared with the same period in 2020.  Sales for the rolling twelve months period was SEK 36.3m.
• EBITDA of SEK 3.1m (SEK -13.7m) corresponding to an EBITDA margin of 36.3% compared to -261.3% for the comparative period. EBITDA before FX-translation was SEK 0.7m (SEK -16.0m) which is a more accurate reflection of underlying earnings.
• Net profit was SEK 0.9m compared with a loss in the same period in 2020 (SEK -16.1m).
• Basic earnings per share amounted to SEK 0.02 (-2.26).
• Operating cashflow in Q3 was SEK 2.4m which was driven by more stable collections and regularisation of tax payments as COVID delay payment supports are ended.

 

Operational Highlights

• 59 new agreements were signed in FY 2021 Q3.
• First to the market to be awarded a new BSI Kitemark™ certification for Building Information Modelling (BIM) software.
• New customer wins with leading contractors and developers including McGarrell Reilly, Durkan Enterprises and Quintain Ireland.
• Continued expansion of our executive leadership team with new hire of COO to streamline processes and bring best in market operational processes.
• New marketing investment and initiatives to promote new certifications and promoting recent changes in Zutec.
• We changed our certified advisor to Redeye during the quarter.
• SEB initiated coverage of Zutec.

 

Significant Events after the Period

• Createmaster Limited which had revenues of SEK 43m for the 12 month period ending 31 December 2020 was acquired on the 19th of April 2021
• Brian McGuire resigned from the board of directors on the 22nd of April 2021.

The interim report for 1 January to 31 March 2021 is attached as a PDF file.

 

For further information, please contact

Gustave Geisendorf, CEO

Tel: +353 1 21 3565

Email: gustave.geisendorf@zutec.com

This is information that Zutec Holding 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 April 22, 2021 at 07.30 CET.

 

About Zutec

Zutec is a provider of cloud-based construction management software with offices in Dublin, London and Melbourne. Zutec Holding AB (publ) is listed on Nasdaq First North Growth Market and Redeye AB is the Company’s acting Certified Adviser (Tel. +46 8 121 576 90, certifiedadviser@redeye.se,  www.redeye.se).