GomSpace Group AB

Background

On 18 March 2025, the board of directors of GomSpace Group AB (publ), reg. no. 559026-1888 (”GomSpace” or the ”Company”), announced that the Company had entered into an agreement to carry out a directed share issue to its largest shareholder, The Hargreaves Family No. 14 Settlement (the “Offeror” or ”Hargreaves14”), of 28,000,000 new shares (the ”Issue”). The board of directors of the Company resolved on the Issue on 1 April 2025, after which Hargreaves14 subscribed for all shares in the Issue. Completion of the Issue required and was conditional on notification to the Inspectorate of Strategic Products (the “ISP”) according to the Swedish Foreign Direct Investment Act (2023:560) and similar notification processes in Denmark and Luxembourg. On 1 August 2025, the Company announced that all required regulatory approvals had been received. After the registration of the Issue with the Swedish Companies Office on 14 August 2025, Hargreaves14 holds approximately 41.27 percent of all shares and votes in the Company and has thus exceeded the mandatory offer threshold.

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As a consequence of the completion of the Issue, Hargreaves14 hereby makes a mandatory cash offer to the shareholders to acquire all outstanding shares in GomSpace (the ”Mandatory Offer”). The shares in GomSpace are admitted to trading on Nasdaq First North Premier Growth Market. The Mandatory Offer does not comprise (i) the 69,606,536 shares already held by Hargreaves14, or (ii) the 3,301,566 warrants (TO1) of series 2023/2039 issued by the board of directors of GomSpace on 9 February 2023 pursuant to that certain finance contract regarding a EUR 18 million credit facility, originally provided by the European Investment Bank (EIB) in 2022), or (iii) warrants issued under GomSpace’s incentive programmes. Further, the Mandatory Offer is not directed to shareholders outside the European Economic Area.

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”Hargreaves14 is a long-term shareholder with strong confidence in the Company’s future prospects. The mandatory offer has been made solely for regulatory reasons, and there is no intention of acquiring all outstanding shares or to delist the Company. Hargreaves14 believes that the Company is well-suited to remain publicly listed, and the ambition is to continue supporting its growth and development, regardless of the acceptance level of the mandatory offer” - Peter Hargreaves, spokesperson of Hargreaves14 on 29 August 2025.

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The Mandatory Offer is made in accordance with the Takeover Rules for certain trading platforms adopted by the Swedish Stock Market Self-Regulation Committee and issued on 1 July 2025 (the ”Takeover Rules”) and will be completed regardless of the level of acceptance. The Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules are applicable to the Mandatory Offer.

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Ruling from the Swedish Securities Council

At the request of Hargreaves14, the Swedish Securities Council has issued a ruling (AMN 2025:42) with regard to the Mandatory Offer according to which an exemption has been granted from the obligation to include the holder of warrants (TO1) of series 2023/2039. The ruling will be made available (in Swedish only) at www.aktiemarknadsnamnden.se. 

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The Mandatory Offer in summary

Hargreaves14 is offering SEK 6.86 in cash for each share in GomSpace. The total value of the Mandatory Offer amounts to approximately SEK 679.6 million.[1]

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The Mandatory Offer does not include (i) the 69,606,536 shares already held by Hargreaves14, (ii) the 3,301,566 warrants (TO1) of series 2023/2039 issued by the board of directors of GomSpace on 9 February 2023 pursuant to that certain finance contract regarding a EUR 18 million credit facility, originally provided by the European Investment Bank (EIB) in 2022, or (iii) warrants issued under GomSpace’s incentive programmes. Further, the Mandatory Offer is not directed to shareholders outside the European Economic Area.

Following completion of the offer, Hargreaves14 will endeavour to ensure that holders of warrants issued under GomSpace’s incentive programmes receive fair treatment outside the offer.

The Mandatory Offer will be financed through existing funds and through loan facilities made available by other trusts established by the Hargreaves family.

Hargreaves14 will publish an offer document, which is expected to be published on or before1 September 2025.

The acceptance period for the Mandatory Offer is expected to run from 2 September 2025 up to and including 23 September 2025. Settlement of the offered consideration to those who have accepted the Mandatory Offer is expected to commence on or around 30 September 2025.

The Mandatory Offer is conditional upon all regulatory, governmental, or similar clearances, approvals, decisions, and other actions from authorities or similar, including from Foreign Direct Investment (“FDI”) authorities, in each case on terms which, in the Offeror’s opinion, are acceptable.

The offer consideration for each share corresponds to the volume weighted average price paid for GomSpace’s share during the 20 trading days preceding the date of announcement of the Issue (i.e. up to but excluding 18 March 2025). The offered consideration represents a discount of approximately 55.3 per cent compared to the closing price of GomSpace’s share on Nasdaq First North Premier Growth Market of SEK 15.34 on 28 August 2025, the last trading day prior to the announcement of the Mandatory Offer. The offered consideration represents a discount of approximately 44.5 per cent compared to the volume weighted average price paid for GomSpace’s share of SEK 12.35 during the last 20 trading days up to and including 28 August 2025 (i.e. 20 trading days prior to the announcement of the Mandatory Offer). Compared to the closing price of SEK 10.66 per share in GomSpace on 13 August 2025, the last trading day prior to the announcement of the mandatory offer obligation, the offer consideration represents a discount of approximately 35.6 per cent.

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The Mandatory Offer and its financing

The Mandatory Offer is made in accordance with the Takeover Rules and Hargreaves14 is offering SEK 6.86 in cash for each share in GomSpace not already controlled by Hargreaves14.

No commission will be payable in connection with the Mandatory Offer.

The consideration offered will be adjusted if GomSpace makes a dividend or other value transfer to shareholders prior to the settlement of the Mandatory Offer and will accordingly be reduced by a corresponding amount per share for each such dividend and value transfer.

The Mandatory Offer will be financed by existing funds as well as by loan facilities made available by other trusts established by the Hargreaves family. The completion of the Mandatory Offer is thus not subject to any financing condition.

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Conditions for the completion of the Mandatory Offer

The completion of the Mandatory Offer is subject to the receipt of all requisite regulatory or equivalent approvals, authorisations, decisions, and other necessary actions, including approvals from foreign direct investment authorities (the “FDI Authorities”), in each case on terms acceptable to the Offeror. FDI approvals are required in Sweden, Denmark, and Luxembourg. Approval of the transaction has already been obtained from the FDI Authorities in Sweden and Luxembourg in connection with Hargreaves14 being granted FDI approval in respect of the Issue. Hargreaves14 is currently in the process of seeking approval from the FDI Authority in Denmark, as it was not possible to obtain a combined approval together with the Issue in that jurisdiction. Hargreaves14 anticipates that the necessary approvals will be secured prior to the expiration of the acceptance period.

Hargreaves14 reserves the right to withdraw the offer in the event that it becomes clear that the above conditions have not been or cannot be fulfilled. Such withdrawal of the Mandatory Offer may only be made if the non-fulfilment of such condition is of material importance to the Offeror, or if otherwise approved by the Swedish Securities Council.

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The reasons for the Mandatory Offer

The Mandatory Offer is made due to the mandatory offer obligation that has arisen as a result of completion of the Issue, after which Hargreaves14 controls a total of 69,606,536 shares in GomSpace, corresponding to approximately 41.27 per cent of all shares and votes in the Company.

Hargreaves14 has been a shareholder in GomSpace since 2022. The Mandatory Offer is not motivated by any intention to acquire all shares in GomSpace, but rather by a strong belief in the Company’s future prospects and the Offeror’s ambition, as a long-term principal owner, to continue supporting the Company’s growth and development. Regardless of the outcome of the Mandatory Offer, Hargreaves14 will remain a committed principal shareholder in GomSpace, with a focus on the Company’s future development and the creation of value for all shareholders.

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Hargreaves14 does not intend, following the Mandatory Offer, to pursue any significant changes to GomSpace’s operations or to the locations where GomSpace conducts its business. Nor are any changes planned with respect to GomSpace’s management or other employees, including their terms of employment. At present, Hargreaves14 also has no strategic plans for GomSpace that would affect employment or the locations where GomSpace operates.

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The offer document

Hargreaves14 will publish an offer document, which is expected to be published on 1 September 2025. In conjunction with the publication of the offer document, a detailed timeline for the Mandatory Offer will also be disclosed.

Due Diligence

Hargreaves14 has not conducted, and will not conduct, any due diligence investigation of GomSpace in connection with the Mandatory Offer.

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The Offeror’s relation to Peter Hargreaves and Kenn Herskind, respectively

Peter Hargreaves is not considered to be a closely related party to Hargreaves14 in connection with the Mandatory Offer. There is no relationship or agreement between Peter Hargreaves and Hargreaves14 that would result in actions or holdings being attributed between the parties under the definitions set out in the Takeover Rules.

The nomination committee of GomSpace, in preparation for the new election in 2022 and for subsequent annual general meetings, has determined that Kenn Herskind should be regarded as dependent on Hargreaves14 in accordance with the Swedish Corporate Governance Code. However, based on information provided by Kenn Herskind, the board of directors of GomSpace has concluded that Kenn Herskind has no formal conflict of interest under the Swedish Companies Act or applicable Takeover Rules in relation to the Mandatory Offer.

Neither Peter Hargreaves nor Kenn Herskind participates in the Mandatory Offer as a bidder. For practical reasons, however, Peter Hargreaves has been assigned as spokesperson and Kenn Herskind has been assigned to serve as a contact person in press releases concerning the Offer.

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The Offeror’s shareholding in GomSpace

As of the date of the announcement of the Mandatory Offer, Hargreaves14 controls 69,606,536 shares in GomSpace, representing approximately 41.27 per cent of the outstanding shares and votes in GomSpace following completion of the Issue.

Apart from the Issue, through which Hargreaves14 subscribed for 28,000,000 new shares in the Company at a subscription price of SEK 7.00 per share, neither Hargreaves14 nor its affiliates have acquired or entered into any agreement to acquire any shares in the Company or financial instruments providing financial exposure equivalent to a shareholding in the Company during the six-month period preceding the announcement of the Mandatory Offer.

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During the acceptance period, Hargreaves14 and its related persons may acquire, or enter into agreements to acquire, shares in GomSpace outside the Mandatory Offer. Such acquisitions or agreements shall be made in accordance with Swedish law and shall be publicised in accordance with applicable rules.

Preliminary timetable, etc.

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The Mandatory Offer will be implemented according to the following preliminary timetable:

Publication of offer document:    1 September 2025          

Acceptance period:                     2 September 2025 – 23 September 2025

Commencement of settlement:   30 September 2025

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The Offeror reserves the right to extend the acceptance period for the Mandatory Offer and to postpone the settlement date.

Statement by the board of directors of GomSpace and fairness opinion

Hargreaves14 has been informed that the board of directors of the Company recommends shareholders of the Company to not accept the Mandatory Offer. The board of directors’ recommendation will be published in a separate press release issued by the Company.

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There is no obligation and the board of directors of the Company has informed Hargreaves14 that the Company will not obtain a fairness opinion on a voluntary basis.

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Hargreaves14 in brief

Hargreaves14 is a family trust established by the British citizen Peter Hargreaves. The trust is registered with the Trust Registration Service in the United Kingdom with registered address at Woodwater House, Pynes Hil, Exeter, EX2 5WR, the United Kingdom. The trustees of Hargreaves14 are Peter Hargreaves, Rosemary Hargreaves and Michelmores Trust Corporation Limited. The beneficiaries of Hargreaves14 are the children of Peter Hargreaves.

Hargreaves14 is a discretionary trust that undertakes investments, mainly in UK, EU, and USA. Hargreaves14 has several innovative investments and has expertise in finance technology and space technology.

Hargreaves14 has been an owner in GomSpace since 2022.

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As of 21 August 2025, Hargreaves14 had a total portfolio value of approximately GBP 72 million, including GBP 1.3 million in cash, GBP 8.4 million in fixed income, and GBP 62.3 million in equities. Hargreaves14’s strong asset base, together with available loan facilities from other trusts established by the Hargreaves family, demonstrates its financial capacity to meet its payment obligations under the Mandatory Offer.

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GomSpace in brief

Founded in 2007, GomSpace is a global provider of small satellite solutions with customers in more than 60 countries. The Company’s business operations are mainly conducted through the wholly owned Danish subsidiary, GomSpace A/S, with headquarters and operational facilities in Aalborg, Denmark. GomSpace also has key operations in Luxembourg, France, and the United States. GomSpace develops and delivers advanced systems and services that enable governments, commercial enterprises, and research institutions to achieve their objectives in space. The Company’s expertise covers satellite subsystems, complete small satellite missions, and satellite operations, providing solutions that support smarter, faster, and more affordable access to space.

The Company is listed on Nasdaq First North Premier Growth Market in Stockholm under the ticker GOMX. FNCA Sweden AB is the Company’s Certified Adviser. For more information, visit www.gomspace.com.

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Compulsory acquisition and delisting

If Hargreaves14 becomes the holder of shares to such an extent that they represent more than 90 per cent of the total number of shares in GomSpace, Hargreaves14 intends to request compulsory acquisition of the remaining shares in GomSpace. In connection therewith, Hargreaves14 intends to endeavour to have the shares in GomSpace delisted from Nasdaq First North Premier Growth Market.

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Applicable law and disputes

The Mandatory Offer shall be governed by and construed in accordance with the substantive laws of Sweden, without giving effect to any conflict of laws rules that would cause the laws of any other jurisdiction to apply. The Takeover Rules and the Swedish Securities Council’s statements on the interpretation and application of the Takeover Rules apply to the offer. Any dispute relating to or arising in connection with the offer shall be settled exclusively by a Swedish court with the Stockholm District Court as the court of first instance.

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Counsels

Setterwalls Advokatbyrå AB is acting as legal adviser to Hargreaves14 in connection with the Mandatory Offer.

Issuing agent

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Bergs Securities is acting as issuing agent in connection with the Mandatory Offer.

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For more information, please contact:

Kenn Herskind

Phone number: +44 7523 802138

Email: info@hargreaves14.co.uk

Hargreaves14 is publishing this information in accordance with the Takeover Rules. The information was submitted for publication on 29 August 2025 at 07:30 (CEST).

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About the Hargreaves Family No. 14 Settlement

Hargreaves14 is a family settlement. It is a discretionary trust that undertakes investments, mainly in UK, EU, and USA. Hargreaves14 has several innovative investments and has expertise in finance technology and space technology. For more information, visit www.hargreaves14.co.uk.

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Important information

The Mandatory Offer is not being made to persons whose participation in the offer requires that an additional offer document be prepared or registration effected or that any other action be taken in addition to what is required under Swedish law.

This press release and any other documentation relating to the offer will not be distributed and may not be mailed or otherwise distributed or sent into any country where to do so would require any such additional measures to be taken or would be contrary to the laws or regulations of that country. Hargreaves14 will not authorise or approve any such distribution.

[1] Based on 168,669,159 outstanding shares, of which 69,606,536 shares are held by Hargreaves14. Please note that the actual total value is lower as a result of excluding shareholders outside the European Economic Area from the Mandatory Offer.