Better Collective A/S has published an exemption document (the Exemption Document) in the form of a summary in connection with the admission of the Company’s shares to trading and official listing on Nasdaq Copenhagen in addition to the current listing on Nasdaq Stockholm (the Dual Listing). The publication of the Exemption Document provides an exemption from the obligation to publish a prospectus pursuant to Article 1(5)(j) of Regulation (EU) 2017/1129 (the Prospectus Regulation), due to the Company’s existing listing status. The Exemption Document is not a “prospectus” (as defined in the Prospectus Regulation) and it has not been approved by any regulatory authority in any jurisdiction. No offering of shares will be carried out in connection with the Dual Listing and the contemplated Dual Listing will not change the total number of shares outstanding in the Company.
The Exemption Document is available on the Company’s website, together with certain other documents, including such documents which have been incorporated by reference in the Exemption Document. Additionally, the Company has published a general description of the main differences between the Swedish and Danish corporate governance recommendations which is available on the Company’s website.
The Exemption Document does not, and does not purport to, contain all material information about the Company, and it does not contain an exhaustive description or list of the risks associated with the Company, the Company’s industry and business and the Dual Listing. The Exemption Document has been prepared to meet the requirements for the contents of such a document as set out in the Prospectus Regulation. Reference is further made to the section “Warnings” in the Exemption Document.
Nasdaq Approval and First Day of Trading
Nasdaq Copenhagen has conditionally approved Better Collective’s admission of its shares to trading and official listing on the regulated market Nasdaq Copenhagen, subject to the publication of this Exemption Document and the description of the main differences between the Swedish and Danish corporate governance recommendations.
As these conditions are now satisfied, the first day of trading of the Company’s shares on Nasdaq Copenhagen is expected to be 17 November 2023. The shares of the Company to be listed on Nasdaq Copenhagen will be traded in the ISIN code DK0060952240 and the ticker symbol for the Company’s shares on Nasdaq Copenhagen will be BETCO DKK. As the Dual Listing does not include any offer of shares or rights in the Company, shares of the Company can only be traded on Nasdaq Copenhagen when existing shareholders of Better Collective have transferred and exchanged their shares from Nasdaq Stockholm to Nasdaq Copenhagen.
The Company’s shares listed on Nasdaq Copenhagen will be listed and traded in DKK. The shares listed on Nasdaq Stockholm will remain listed and traded in SEK.
Jesper Søgaard, Co-founder & CEO at Better Collective, said: “I am very pleased that our application to dual list the shares in Better Collective on Nasdaq Copenhagen has now been approved. Since the announcement of our intention to dual list, we have received a lot of positive comments both from the investor side and group stakeholders more broadly, and I cannot wait to welcome more Danish investors onboard our vision to become the leading digital sports media group.”
Technical Transfer and Exchange from Nasdaq Stockholm to Nasdaq Copenhagen
Existing shareholders in Better Collective can request their respective custodian banks that the shareholder’s shares be transferred from the omnibus account in Euronext Securities Copenhagen held by Euroclear Sweden to the shareholder’s own account with Euronext Securities Copenhagen. Following the completion of such transfer and exchange, the shareholder will own shares in Better Collective that are tradeable on Nasdaq Copenhagen.
Better Collective has made available an application form for the transfer of shares from Nasdaq Stockholm to Nasdaq Copenhagen to its shareholders on the Company’s website. The application form can be completed and sent to the shareholder’s custodian bank.
Any costs charged by Euroclear Sweden in relation to the transfer and exchange will be paid by Better Collective, provided that the transfer and exchange is completed no later than on 15 December 2023. Shareholders shall consequently only pay any costs charged by their own custodian bank for the transfer and exchange.
The Company has appointed Nordea Bank Abp as liquidity provider for the shares in the Company which will be listed on Nasdaq Copenhagen to ensure sufficient liquidity in the shares. Nordea will own a certain volume of Better Collective shares and its role is to facilitate trading in the Danish Better Collective shares by quoting prices, within a range considered acceptable, on either the buy or sell side in the market.
Background for the Dual Listing
On 28 September 2023, the Company announced its intention to dual list its shares on Nasdaq Copenhagen. The Company considers the Dual Listing a natural next step for the Company being founded and incorporated in Denmark and the Dual Listing is expected to further promote visibility in terms of employer branding as well as brand awareness.
Danske Bank and Nordea have acted as Financial Advisers and Joint Global Coordinators on the Dual Listing. Bech-Bruun together with Setterwalls have acted as legal advisers to the Company and Plesner has acted as legal adviser to the Joint Global Coordinators.