Regulatory release 37/2020
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 in accordance with the Company’s press release no. 36 on September 15, 2020, the closing of a directed share sale by Majority shareholders of 3.1 million shares at a price of SEK 131.00 per share (the “Transaction”). The Transaction amounted to SEK 406 million before transaction costs. The Transaction was covered prior to launch due to high demand from Nordic and international institutional investors.
Jesper Søgaard, CEO of Better Collective, Christian Kirk Rasmussen, COO of Better Collective (the “Founders”), and Flemming Pedersen, CFO of Better Collective (the Founders and Flemming Pedersen jointly referred to as the “Sellers”) have resolved on a directed share sale of 3.1 million shares at a price of SEK 131.00 per share. The reason for the Transaction is to spread the Sellers’ personal holdings somewhat and for Flemming Pedersen partially also to finance payment of inventory tax while at the same time further diversifying the shareholder base with Nordic and international institutional investors.
Better Collective CEO, Jesper Søgaard:
“We are very pleased to see the broad-based interest from both current and new shareholders wanting to invest in our further growth. Better Collective has developed into a global sports betting media group, with significant opportunities in new geographies like US and LATAM and new verticals as esports. Bringing in new strong institutional investors will support our journey in placing Better Collective as the leading company within sports betting affiliation on an increased global scale.”
Further transaction details
The Transaction will entail a reduction of approximately 12,3% percent of the number of shares and votes owned by the Founders. Through the Transaction, the free float will increase by 3,100,000 number of outstanding shares. As a consequence of the Transaction, each of the Founders own 10,671,179 number of shares equivalent to 23% ownership post the Transaction:
| Shareholder | Pre Transaction | Post Transaction | Warrants | |||
| no. of shares | % ownership | no. of shares | % ownership | no. vested | no. not vested | |
| Jesper Søgaard | 12,171,179 | 26% | 10,671,179 | 23% | n.a. | 150,000 |
| Christian K. Rasmussen | 12,171,179 | 26% | 10,671,179 | 23% | n.a. | 150,000 |
| Flemming Pedersen | 137,322 | <1% | 37,322 | <1% | 91,530 | 483,114 |
| Total | 24,479,680 | 52% | 21,379,680 | 46% | 91,530 | 783,114 |
Currently two warrant programs exist with Flemming Pedersen holding 274,644 warrants (91,530 warrants vested) at an exercise price of SEK 18 from the 2017 warrant program. In the 2019 warrant program each of the Founders hold 150,000 warrants and Flemming Pedersen holds 300,000 warrants at an exercise price of SEK 90. In both programs, one warrant entails the right to exercise for one share.
It is expected that investors who purchased shares in the Transaction will receive their shares on September 18, 2020. Nordea acts as settlement bank in connection with the Transaction.
Background for the Transaction
“We as founders have been the majority shareholders in Better Collective since the start of the business in 2002. 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 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
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).
Advisors
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 the Sellers and Advokatfirman Vinge KB and Shearman & Sterling LLP are legal advisers to the Global Coordinators and Bookrunners.
Further information
Jesper Søgaard, CEO of Better Collective A/S
Flemming Pedersen, CFO of Better Collective A/S
Tel: +45 2363 8844
E-mail: investor@bettercollective.com
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 16, 2020 at 8.00 am CET.
Important information
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.
Attachment
