Octave begins trading on Nasdaq after Hexagon spin-off

Octave has begun trading on Nasdaq New York under the ticker OCTV, following the completion of its spin-off from Hexagon.

Its Swedish depository receipts also began trading on Nasdaq Stockholm under the ticker OCTV SDB once the separation was completed. The move gives Octave a presence in both the US and Swedish markets as it begins operating as a standalone public company.

Hexagon shareholders approved the distribution of all shares in Octave, its wholly owned subsidiary, through a dividend in kind. Under the terms of the distribution, shareholders on the record date received one Class A ordinary share in Octave for every 10 Series A shares held in Hexagon and one Class B ordinary share in Octave for every 10 Series B shares held.

For non-affiliate holders of Hexagon Series B shares, the Class B ordinary shares were issued through Swedish depository receipts arranged by Skandinaviska Enskilda Banken. Each SDR represents one underlying Class B ordinary share in Octave and was deposited into shareholders' Euroclear Sweden accounts.

The structure gives investors in Sweden a way to trade exposure to Octave on the local market while retaining the option to convert SDRs into the underlying US-listed Class B ordinary shares. That conversion will be free of charge for the first six months from the first day of SDR trading on Nasdaq Stockholm, after which a fee will apply.

Spin-off details

The listing marks the formal separation of a business that had been part of Swedish industrial technology group Hexagon. Octave has about 7,200 employees across 45 countries and works with more than 60% of the Global Fortune 500.

The company focuses on software used by operators of critical infrastructure and large industrial systems. Its products are used in areas including power grids, rail networks, manufacturing plants, public safety systems and cities.

Octave describes its business as spanning the design, build, operate and protect stages of the asset lifecycle. It says this approach links operational data and decision-making across facilities and organisations that manage complex physical assets.

In Octave's case, the dual-market arrangement is designed to maintain access for Hexagon's shareholder base in Sweden while also presenting the company to US investors. The New York listing covers the Class B ordinary shares, while the Stockholm line covers the SDRs that represent those shares.

Executive view

Mattias Stenberg, Chief Executive Officer of Octave, outlined the company's pitch to customers following the separation.

"Organisations responsible for the world's most critical assets are generating data that creates intelligence everywhere but is connected nowhere," said Mattias Stenberg, Chief Executive Officer of Octave. "Octave unlocks results by connecting that data and intelligence with context and AI-driven insight across every asset, facility and organization. Today marks a new day for our customers, employees and partners."

He also described the spin-off as a chance to narrow the company's focus as an independent business.

"This new chapter marks a new focus - as an organization deeply committed to solving our customers' toughest challenges in a rapidly changing world," said Stenberg. "The future of technology is won by the companies who can deliver meaningful outcomes at scale. Octave is positioned to meet this through our unmatched depth of connected, contextual intelligence."

The SDR conversion process will be handled through the SDR programme, as well as the Euroclear Sweden and Depository Trust Company settlement systems. Investors who want to convert SDRs into underlying Class B ordinary shares must do so through the bank, broker or nominee that holds the securities on their behalf.

Once valid instructions are received, the SDRs will be cancelled and the corresponding Class B ordinary shares delivered to the designated account. Morgan Stanley, Rothschild & Co and Skandinaviska Enskilda Banken acted as lead financial advisers to Hexagon and Octave on the distribution and listings. Legal advice was provided by Sullivan & Cromwell, Mannheimer Swartling Advokatbyrå and Arthur Cox.

Octave's software is used in situations where performance, safety and reliability are central to the operation of critical assets. The company has about 7,200 employees in 45 countries.