Regulatory Release 36/2020
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES
Better Collective A/S ("Better Collective" or the "Company"), a leading sports betting media group with a growing presence in the US, today announces the intention of the founders and majority shareholders together with the company's CFO to offer approx. 2.5 million shares (the "Transaction") to institutional and other professional investors. Jesper Søgaard, CEO of Better Collective and Christian Kirk Rasmussen, COO of Better Collective (the "Founders"), are holders of 12,171,179 shares each, corresponding to a total of approx. 52% of all outstanding shares, in Better Collective A/S ("Better Collective" or the "Company") through their respective holding companies J. Søgaard Holding ApS and Chr. Dam Holding ApS. Flemming Pedersen, CFO of Better Collective is the indirect shareholder of 137,322 shares in Better Collective through the holding company Naapster ApS (the Founders and Flemming Pedersen jointly referred to as the "Sellers"). The contemplated offering will be executed as an accelerated book-built undocumented offering to institutional and other professional investors (the "Transaction").
The Transaction in brief
The accelerated book building process (the "Book building"), will commence immediately following this announcement. Pricing and allocation of the new shares are expected to take place before the beginning of trading on Nasdaq Stockholm at 09:00 CEST on September 16, 2020. The timing of closing, pricing and allocation in the Book building is at the discretion of the Sellers. The Company will announce the outcome of the Transaction upon completion of the Book building in a subsequent press release. The Company will not receive any proceeds in connection with the Transaction.
Background for the sale
"We as founders have been the majority shareholders in Better Collective since the start of the business in 2002, and the Company has grown into a leading sports betting media group with significant opportunities in new markets and verticals such as the US and esports. We have never sold any of our shares in Better Collective, even though we did communicate that intention at the time of the IPO of Better Collective in 2018. By realising a small part of our holdings in Better Collective we spread our personal holdings somewhat and for Flemming Pedersen partially also to finance payment of inventory tax while at the same time get the support of more strong institutional investors. We remain committed in our positions as CEO and COO respectively and as principal shareholders in Better Collective with >40% combined holding. As part of this transaction we have decided to undertake a voluntary lock-up of minimum 360 days, as has Flemming Pedersen, for our remaining shareholdings as a testament to our long-term commitment. We continue to see great potential and are eager to execute on our strategy as we have done in the past."
- Jesper Søgaard, CEO and Christian Kirk Rasmussen, COO of Better Collective
The Transaction will contribute to an increased free float and liquidity in the Better Collective share. The Founders had reserved the right to sell shares in the IPO but refrained at the time. In connection with the Transaction, the Sellers have agreed to a lock-up undertaking, subject to certain customary exemptions, on additional sales of existing shares for a period of 360 days.
About Better Collective
Better Collective is a leading global sports betting media group that develops digital platforms for betting tips, bookmaker information and iGaming communities. Better Collective's vision is to empower iGamers through innovative products and technologies and by creating transparency in the online betting market. Its portfolio of platforms and products include bettingexpert.com, the trusted home of tips from expert tipsters and in depth betting theory, HLTV.org, the world's leading esports media and community focusing on competitive Counter Strike: Global Offensive (CS:GO), and vegasinsider.com, a leading source for sports betting information in the US. Better Collective is headquartered in Copenhagen, Denmark, and listed on Nasdaq Stockholm (BETCO).
Nordea and Citi (Citigroup Global Markets Limited) act as Global Coordinators and Bookrunners in connection with the Transaction. Setterwalls Advokatbyrå AB and Bruun & Hjejle Advokatpartnerselskab are legal advisors to Better Collective and Advokatfirman Vinge KB and Shearman & Sterling LLP are legal advisers to the Global Coordinators and Bookrunners.
Jesper Søgaard, CEO of Better Collective A/S
Flemming Pedersen, CFO of Better Collective A/S
Tel: +45 2363 8844
This information is such information as Better Collective A/S 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 September 15, 2020 at 5.45 pm CET.
Publication, announcement or distribution 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 the Company nor from anyone else. 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 Company's shares. Any investment decision in connection with the Transaction 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 Global Coordinators and Bookrunners. 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 for any purpose on the information contained in this announcement or its accuracy or completeness. The Global Coordinators and Bookrunners are acting for the Sellers in connection with the transaction and no one else and will not be responsible to anyone other than the Sellers for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein. This announcement does not constitute a recommendation concerning any investor's option with respect to the Transaction. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. This announcement 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 announced, published, copied or distributed, directly or indirectly, in whole or in part, within or into the United States of America, Australia, Canada, Japan or in any other jurisdiction where the announcement, publication or distribution 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. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Transaction. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation. This announcement is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
- BC regulatory release no. 36_2020 Placing considered 2020.09.15 (4) (https://ml-eu.globenewswire.com/Resource/Download/3493ff6c-293d-4cc3-86e9-4e230fb6374c)