Better Collective

Regulatory release no. 06/2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, HONG KONG OR AUSTRALIA, EXCEPT AS PERMITTED BY APPLICABLE LAW, OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.
 
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE  AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE THE SECURITIES DESCRIBED HEREIN IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

Further to company announcement no. 05 of 28 February 2024, Better Collective has successfully completed an accelerated bookbuild offering of 5,712,284 New Shares (corresponding to 10% of Better Collective's registered share capital before the capital increase), at a subscription price of DKK 189.4 per share (i.e. market price) implying 0% discount, raising gross proceeds to the Company of approximately DKK 1,081.9 million. BLS Capital Fondsmæglerselskab A/S anchored the capital raise by taking 50% of the placement.
 
The board of directors of Better Collective has today exercised its authorisation in Article 4.1 in Better Collective’s articles of association, pursuant to which the board of directors is authorised to make share capital increases without pre-emption rights for the existing shareholders.
 
The Offering was made pursuant to applicable exemptions from the obligation to publish a prospectus under applicable Danish and Swedish law in a directed issue and private placement and subscribed for by eligible institutional and professional investors in Denmark, Sweden and in certain other jurisdictions and without pre-emption rights for Better Collective’s existing shareholders.
 
Better Collective and members of the executive management have in connection with the Offering, agreed to undertake lock-up commitments from the date hereof and until the date of release of the Company's interim report for Q1 2024 (which is currently expected to be published by the Company on 21 May 2024), subject to certain exceptions.

Share capital increase and New Shares

Subject to settlement, a share capital increase will be registered with the Danish Business Authority and the share capital of Better Collective will hereafter consist of 62,835,131 shares of EUR 0.01 each, equivalent to a registered share capital of EUR 628,351.31.
 
The New Shares represent 10% of Better Collective's registered share capital before the capital increase and will account for approximately 9% of Better Collective's registered share capital upon completion of the capital increase.
 
The New Shares will rank pari passu in all respects with existing shares in Better Collective. The New Shares will be negotiable instruments, and no restrictions will apply to their transferability. No shares, including the New Shares, carry or will carry any special rights. Rights conferred by the New Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The New Shares must be registered in the name of the holder in the Company’s register of shareholders.

Admission to trading and official listing

In order to facilitate the delivery of shares to investors, J. Søgaard Holding ApS and Chr. Dam Holding ApS will each loan existing shares in the Company to Nordea Danmark, Filial af Nordea Bank Abp, Finland (as settlement agent in connection with the Offering) for onward delivery to investors in the Offering. The New Shares are expected to settle on or around 4 March 2024 and are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S and Nasdaq Stockholm in the ISIN code for the existing shares DK0060952240, on or around 5 March 2024.
 
Better Collective has entered into a placing agreement with the Joint Global Coordinators under which closing of the Offering is subject to the fulfilment of customary closing conditions.
 
The admission to trading and official listing of the New Shares are subject to the Offering not being withdrawn prior to the settlement of the Offering and the Company making an announcement to that effect.

Advisors

Danske Bank A/S, Jefferies GmbH and Nordea Danmark, filial af Nordea Bank Abp, Finland are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Offering.
 
Bech-Bruun and Milbank are acting as Danish and U.S. legal advisors, respectively, to Better Collective. Plesner is acting as legal advisor to the Joint Global Coordinators.

Expected timetable for the Offering

Disclaimer

This company announcement contains forward-looking statements. These statements are not guarantees of future performance and involve certain risks and uncertainties, in particular this announcement should not be construed as a confirmation neither that the Offering will complete, nor of the deal size or the price. No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company. Actual future results and trends may differ materially due to a variety of factors, including, among others, economic and business cycles, the terms and conditions of the Company’s financing arrangements, foreign currency rate fluctuations, competition in the Company’s principal markets, acquisitions or disposals of businesses or assets, and trends in the Company’s principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Each of the Company, its directors and the Joint Global Coordinators, together with their affiliates and each of their respective directors, officers, employees and agents, expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation.
 
This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser. This announcement does not constitute an investment recommendation. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance.
 
This announcement has been prepared for the purposes of complying with applicable law and regulation in Denmark and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside Denmark.
 
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Canada, Japan, South Africa, Hong Kong or Australia, except as permitted by applicable law, or any other jurisdiction in which such publication or distribution is unlawful.
 
This announcement is not a prospectus and does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Canada, Japan, South Africa, Hong Kong, Australia or any other jurisdiction in which such offers or sales are unlawful (the “Excluded Territories”). Any failure to comply with this may constitute a violation of United States, Canadian, Japanese, South African, Hong Kong or Australian securities laws or the securities laws of other states as the case may be.
 
The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Subject to certain limited exceptions, the securities referred to in this announcement are being offered and sold only outside the United States in reliance on Regulation S under the US Securities Act. The securities offered in connection with the offering have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or elsewhere.
 
This announcement is not a prospectus and has been prepared on the basis that any offers of securities referred to herein in any member state of the European Economic Area will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses (the “Prospectus Regulation”). No prospectus will be made available in connection with the matters contained in this announcement. The information set forth in this announcement is only being distributed to, and directed at, persons in member states of the European Economic Area who are qualified investors (“Qualified Investors”) within the meaning of the Prospectus Regulation.
 
This announcement and any offer subsequently made is, and will be, addressed to and directed only at persons, in the United Kingdom, who are (a) both "qualified investors" within the meaning of the EU Prospectus Regulation (2017/1129/ EU) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49 of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates is available in the United Kingdom only to Relevant Persons.
 
This information must not be acted or relied on by, and any investment activity to which this information relates is not available to and may not be engaged with, persons (i) in any member state of the European Economic Area who are not Qualified Investors, and (ii) in the United Kingdom who are not Relevant Persons.
 
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Better Collective or by any of its affiliates or agents, or the Joint Global Coordinators or their respective affiliates and each of their and their affiliates’ respective directors, officers, employees and agents, as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the company's the new shares and/or the private placement referred to herein, and any liability therefore is expressly disclaimed.
 
The Joint Global Coordinators, together with their affiliates and each of their respective directors, officers, employees and agents, are acting exclusively for Better Collective and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Better Collective for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
 
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 Better Collective 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 “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Better Collective may decline and investors could lose all or part of their investment; the shares in Better Collective offer no guaranteed income and no capital protection; and an investment in the shares in Better Collective is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the contemplated share issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Danske Bank A/S, Jefferies GmbH and Nordea Danmark, filial af Nordea Bank Abp, Finland will only procure investors who meet the criteria of professional clients and eligible counterparties.
 
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 (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Better Collective. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Better Collective and determining appropriate distribution channels.