Share Issue/Capital Change • Nov 9, 2020
Share Issue/Capital Change
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Press Release
MALMÖ, SWEDEN, NOVEMBER 9, 2020
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Following the announcement of its intention to cross list on Nasdaq Copenhagen on 26 October 2020, Boozt AB (publ) ("Boozt" or the "Company") announces today that it has applied for listing on Nasdaq Copenhagen and will carry out an offering of ordinary shares for up to approximately DKK 803 million (the "Offering") in connection with the listing. The Offering is directed to the general public in Denmark and to institutional investors in Denmark and certain other jurisdictions. The Company's ordinary shares are intended to be listed on both Nasdaq Stockholm and Nasdaq Copenhagen following the Offering. A prospectus for the Offering and listing will be published by the Company today, 9 November 2020, through a separate press release.
The Offering and cross listing in brief
Boozt has applied for trading and official listing on Nasdaq Copenhagen of the Company's existing ordinary shares and the new ordinary shares that will be issued in the Offering. The first day of trading of temporary purchase certificates under the temporary ISIN SE0015193065 on Nasdaq Copenhagen is expected to be 24 November 2020, but may be moved forward accordingly if the offer period is closed before 23 November 2020. The new ordinary shares in the Offering are expected to be admitted for trading and official listing on Nasdaq Copenhagen and Nasdaq Stockholm under the permanent ISIN on or around 27 November 2020.
The expected completion of the Offering and settlement day of the Offering is 26 November 2020, but may be moved forward accordingly if the offer period is closed before 23 November 2020.
"We want to establish the best online shopping experience in the Nordics within fashion, beauty, kids, sport and home, and we continue to see a high growth of new Nordic customers. We now have more than 2 million active customers shopping at Boozt.com and Booztlet.com. To strengthen our readiness to pursue attractive growth opportunities that can supplement our main priority of organic growth, we offer new ordinary shares. In connection herewith we are doing a dual-listing in Denmark, which we believe will strengthen our brand awareness in our strongest performing market."
"Since Boozt announced its intention to list in Denmark a couple of weeks ago, management has received very good feedback, and the board looks forward to welcoming many new Danish shareholders on Boozt's Nordic growth journey."
Boozt was listed on Nasdaq Stockholm on 31 May 2017 under the ticker BOOZT with ISIN: SE0009888738. The board of directors and the management of Boozt believe that it is now an appropriate time to broaden the shareholder base and are therefore applying for a listing of the ordinary shares on Nasdaq Copenhagen in addition to the current listing on Nasdaq Stockholm, and has decided to carry out the Offering in connection with
the listing. The listing on Nasdaq Copenhagen and the Offering are expected to support future growth, provide the Company with improved access to capital markets and establish an even more diversi#ed shareholder base of new Danish and international shareholders. Boozt also expects that a listing on Nasdaq Copenhagen will promote broader awareness among customers and suppliers.
The Company has identified several attractive acquisition opportunities and wants to improve its readiness to finance such acquisitions of both companies and assets that could help broaden the offering, give access to new product categories or technologies, strengthen Boozt's Nordic market presence and speed up growth, and intends to use the net proceeds from the Offering for such purposes.
An English language simplified prospectus regarding the Offering will be published today, 9 November, 2020 and made available to eligible investors on Boozt's website (www.booztgroup.com)..) Special attention should be given to the risk factors described in the prospectus. Instructions for application are included in the English language prospectus.
The prospectus can also be obtained upon request to Danske Bank A/S, phone +45 70 23 08 34, e-mail: [email protected].
The offer period and bookbuilding may be closed in whole or in part prior to 23 November 2020, in which case first day of trading, settlement, merger of temporary ISIN and permanent ISIN and other transaction steps may be moved forward accordingly.
Danske Bank is acting as Sole Global Coordinator and Bookrunner. Setterwalls Advokatbyrå AB together with Gorrissen Federspiel Advokatpartnerselskab are acting as legal advisors to the Company and DLA Piper is acting as legal advisor to the Sole Global Coordinator and Bookrunner.
Anders Enevoldsen / Head of Business Development, IR & Corporate Communications / Phone: +45 53 50 14 53 / Email: [email protected]
The information contained herein does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Boozt. No action has been taken, and no measures will be taken to permit a public offering in any jurisdictions other than Denmark. Any invitation to subscribe for shares or other securities in Boozt will only be made through the prospectus that Boozt will publish separately today, 9 November 2020, on its website www.booztgroup.com.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong or South Africa. The information contained herein does not constitute an offer of securities for sale in the United States, nor may such securities be offered or sold
in the United States. Boozt will not register any portion of the offering in the United States under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The offering will be conducted pursuant to an available exemption from, or in a transaction not subject to, the registration requirements in the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.
The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company, Danske Bank A/S, Swedish and Danish Branch, assume no responsibility in the event there is a violation by any person of such restrictions. The information contained herein shall not constitute an offer to sell or a solicitation of an offer to purchase or subscribe, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this announcement refers, unless they do so on the basis of the information contained in the applicable prospectus that will be published by the Company.
The Company has not authorized, and will not authorize, any offer to the public of securities in any Member State of the European Economic Area (or in the United Kingdom) other than Denmark. With respect to each Member State of the European Economic Area (and the United Kingdom) other than Denmark, and which applies the Prospectus Regulation (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression "an offer of securities to the public" means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended. This announcement is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
The offering to subscribe for the securities referred to in this announcement, including full terms, conditions and instructions, is only made by means of the prospectus that will be published by Boozt today, 9 November 2020, on its website www.booztgroup.com following approval and registration by the Swedish Financial Supervisory Authority and subsequent passporting to Denmark. The prospectus will contain detailed information about the Company and management, as well as financial statements. This announcement is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. No one should purchase any securities in the Company except on the basis of information in the prospectus to be published by the Company. The approval of the prospectus should not be understood as an endorsement by the Swedish Financial Supervisory Authority of the securities offered. Potential investors are recommended to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in Boozt's securities.
Certain statements in this announcement are "forward-looking statements". Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company's competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information, such as investments, the contemplated offering and listing, future cash flow generation, operating profit margin, financial position and liquidity. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes", "intends", "may", "will" or "should" or, in each case, their negative or variations on comparable terminology. Forward-looking statements in this announcement are based on assumptions, many of which in turn are based on assumptions. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the
predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company does not intend and does not assume any obligation, to update or correct any forward-looking statement contained herein, whether as a result of new information, future events or similar circumstances.
With reference to the product governance requirements in: (a) MiFID II, (b) Articles 9 and 10 in the Commission Delegated Directive 2017/593/EU of 7 April 2016 supplementing MiFID II, and (c) Chapter 8 Sections 13 and 14 of the Swedish Securities Act as well as Chapter 5 Section 5 of the Swedish Financial Supervisory Authority's regulations regarding investment services and activities, FFFS 2017:2, and (d) the Danish Executive Order No. 922 of 29 June 2017 on product approval procedures (together the "Product governance requirements of MiFID II"), and without liability for damages that may otherwise rest with a "producer" in accordance with the Product governance requirements of MiFID II, shares in the Company have been subject to a product approval process, where the target market for the shares in the Company are (i) non- professional investors and (ii) investors who fulfil the requirements of a professional investor and eligible counterparty, each a "Target Market" pursuant to MiFID II. Notwithstanding the Target Market assessment the distributors shall note that: the value of the shares in the Company may decrease and it is not guaranteed that an investor will get whole or a part of the invested amount in return; shares in the Company does not offer a guaranteed income or a capital protection; and an investment in shares in the Company is only suitable for an investor who does not need a guaranteed income or a capital protection who (alone or together with a suitable financial or other advisor) is capable of evaluating the benefits and the risks with such an investment and who has sufficient financial means to bear any losses that may arise. The Target Market review does not affect the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. The Target Market assessment shall not be considered as (a) a suitability assessment pursuant to MiFID II; or (b) a recommendation to any investor or group of investors to invest in, acquire, or take any other action regarding shares in the Company. Each distributor is responsible for its own Target Market assessments regarding shares in the Company and for determining the appropriate distribution channels.
[1] First day of trading refers to the trading of temporary purchase certificates under a temporary ISIN. The temporary purchase certificates will subsequently be converted to common shares, subject to completion of the Offering.
This information is information that Boozt is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2020- 11-09 08:00 CET.
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