Regulatory release no. 49/2023

Better Collective A/S (”Better Collective” or the ”Company”) has today 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, https://bettercollective.com/dual-listing 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, www.bettercollective.com/corporate-governance/.

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, says:
“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, https://bettercollective.com/dual-listing. 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.

Liquidity provider 
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.

Advisers
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.

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. Neither this announcement, nor any of the information in this announcement, constitutes an offer to sell, 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 decision to invest in connection with the Dual Listing 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 Joint Global Coordinators. 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 Joint Global Coordinators are acting for the Company in connection with the Dual Listing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Dual Listing or any other matter referred to herein.
 
This announcement does not constitute a recommendation concerning any investor’s options with respect to the Dual Listing. 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 for sale or solicitation to purchase or subscribe for securities in the United States. The securities of the Company have not been, and will not be, registered 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 registration thereunder.
 
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 Danish 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 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 or in other jurisdictions and no prospectus has been or will be prepared in connection with the Dual Listing.