Duell Oyj

DUELL CORPORATION ANNOUNCES THE FINAL RESULTS OF ITS INITIAL PUBLIC OFFERING AND THE LISTING WILL BE COMPLETED AS PLANNED

23.11.2021 12:49:16 EET | Duell Oyj | Company Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Duell Corporation announces the final results of its initial public offering and the listing will be completed as planned

The Board of Directors of Duell Corporation (“Duell” or the “Company”) has today, on November 23, 2021, decided on the completion of the Offering (as defined below). The subscription price for the Offer Shares (as defined below) was EUR 5.16 per share in the Public Offering and the Institutional Offering (as defined below), and EUR 4.65 per share in the Personnel Offering (as defined below), which in total corresponds to a market capitalization of the Company of approximately EUR 131.3 million immediately following the Offering. Demand in the Offering was very strong from Finnish and international investors and the Offering was oversubscribed multiple times over. In the Public Offering, subscriptions were received from over 5,100 investors. The number of shareholders in Duell will increase to approximately 5,300 shareholders after the Offering. Trading of the shares in the Company (the “Shares”) is expected to commence on the Nasdaq First North Growth Market Finland (the “First North Growth Market”) maintained by Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on or about November 24, 2021.

As part of the Offering, the Company will issue 3,892,049 new shares in the Company (the “New Shares”) (the “Share Issue”), corresponding to approximately 15.3 percent of the total number of the Company’s outstanding Shares after the Offering. In addition, Sponsor Fund IV Ky (the “Principal Shareholder”), Rite Internet Ventures AB (“Rite Ventures”) and certain other existing shareholders of the Company (together with the Principal Shareholder and Rite Ventures, the “Selling Shareholders”) will sell 14,176,633 existing Shares in the Company in aggregate (the “Sale Shares”) (together with the Share Issue, the “Offering”), assuming that the Over-allotment Option (as defined below) will be exercised in full. Unless the context indicates otherwise, the New Shares, the Sale Shares and the Additional Shares (as defined below) are together referred to herein as the “Offer Shares.”

In the Offering, 998,929 Offer Shares will be allocated to private individuals and entities in Finland (the “Public Offering”) and 16,907,066 Offer Shares will be allocated to institutional investors in Finland and, in accordance with applicable laws, internationally outside of the United States (the “Institutional Offering”), assuming that the Over-allotment Option will be exercised in full. In addition, 162,687 Offer Shares will be allocated to all employees in Finland and Sweden who are in a full- or part-time permanent employment relationship with Duell and its subsidiaries (as well as employees with a fixed-term employment relationship) at the start of the subscription period as well as to the members of the Board of Directors of the Company and the management team of Duell (the “Personnel Offering”). Due to oversubscription, the Board of Directors of the Company has decided to increase the number of New Shares to be offered in the Personnel Offering from the preliminary maximum of 86,021 New Shares to 162,687 New Shares. The commitments given in the Public Offering will be accepted in full for up to 100 Offer Shares and approximately 18.0 percent of the commitments exceeding this amount. The commitments given in the Personnel Offering will be accepted in full.

The Company will receive gross proceeds of approximately EUR 20 million from the Offering and the Selling Shareholders will receive gross proceeds of approximately EUR 73 million in aggregate assuming that the Over-allotment Option will be exercised in full. The total number of issued and outstanding Shares in the Company will increase to 25,454,574 Shares after the New Shares offered in the Share Issue are registered in the Trade Register maintained by the Patent and Registration Office on or about November 24, 2021.

Sami Heikkilä, Chair of the Board of Directors, comments:

We would like to thank investors for their strong confidence and interest towards Duell’s initial public offering. With the listing, we aim to accelerate Duell’s growth and the execution of its strategy, together with our new shareholders. As a listed company, we will have new tools for acquisitions, and we believe that Duell will actively participate in the consolidation of the European powersports distributor market.

Jarkko Ämmälä, CEO of Duell, comments:

We are extremely grateful for the support investors have shown towards Duell. We are especially pleased that our employees have participated so actively in the personnel offering, which we were able to organize in Finland and in Sweden. Together with our new shareholders, we are stronger. In addition to strengthening our market position in our existing markets and online channels, we aim to achieve strong growth in new European markets.

The Offer Shares allocated in the Public Offering and the Personnel Offering are recorded in the book-entry accounts of investors who have made an approved commitment on or about the first banking day after the completion decision of the Offering, on or about November 24, 2021. The Offer Shares allocated in the Institutional Offering are expected to be ready to be delivered against payment through Euroclear Finland Ltd on or about November 26, 2021.

Confirmations regarding the approval of the commitments and the allocation of Offer Shares will be sent to the investors who have submitted their commitments in the Public Offering on or about November 24, 2021, at the latest. Nordnet Bank AB’s (“Nordnet”) own customers who have made their commitments via Nordnet will see their commitments as well as the Offer Shares allocated to them on the transaction page of Nordnet’s online service. Any possible excess amounts paid in connection with the commitments will be refunded to the party that made the commitment to the Finnish bank account identified in the commitment on or about the fifth banking day after the completion decision, i.e. on or about November 30, 2021. If an investor’s bank account is in a different bank than the place of subscription, the refund will be paid to a bank account in accordance with the payment schedule of the financial institutions, approximately no later than two banking days thereafter. To Nordnet’s own customers who have given their commitments via Nordnet’s subscription place, the amount to be refunded will be paid to Nordnet cash accounts.

Trading of the Shares on the First North Growth Market is expected to commence on or about November 24, 2021. The ISIN code of the Shares is FI4000513072 and the share trading code is DUELL.

The Principal Shareholder and Rite Ventures have granted to the Managers (as defined below) an over-allotment option, exercisable by Carnegie Investment Bank AB, Finland Branch (“Carnegie”) on behalf of the Managers as stabilizing manager (the “Stabilizing Manager”), to purchase a maximum of 2,355,796 additional Shares at the subscription price (the “Additional Shares”) that the Principal Shareholder and Rite Ventures will offer for sale on a pro rata basis solely to cover the over-allotment in connection with the Offering (the “Over-allotment Option”). The Over-allotment Option is exercisable within 30 days from the commencement of trading in the Shares on the First North Growth Market (i.e., on or about the period between November 24, 2021, and December 23, 2021) (the “Stabilization Period”). The Additional Shares represent approximately 10.9 percent of the Shares and votes carried by the Shares prior to the Offering and approximately 9.3 percent of the Shares and votes carried by the Shares after the Offering.

The Stabilizing Manager, may, but is not obligated to, engage in measures during the Stabilization Period that stabilize, maintain or otherwise affect the price of the Shares. Any stabilization measures will be conducted in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (the “Market Abuse Regulation”) and the Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy back programs and stabilization measures.

In connection with the Offering, the Company and the Selling Shareholders have committed to lock-up arrangements of 180 days. The members of the Board of Directors of the Company and the management team of the Company as well as personnel participating in the Personnel Offering have committed to lock-up arrangements of 360 days.

Carnegie is acting as sole global coordinator and joint bookrunner for the Offering (the “Global Coordinator”). Skandinaviska Enskilda Banken AB (publ) Helsinki Branch is acting as joint bookrunner for the Offering (together with the Global Coordinator, the “Managers”). White & Case LLP is acting as legal adviser to Duell in connection with the Offering. Roschier, Attorneys Ltd. is acting as legal adviser to the Managers in connection with the Offering. Miltton is acting as communication adviser to Duell. Oaklins Merasco Ltd is acting as Company’s certified adviser referred to in the Nasdaq First North Growth Market Rulebook.

Further enquiries

Jarkko Ämmälä, CEO, Duell

Tel. +358 50 056 5149

jarkko.ammala@duell.eu

Sami Heikkilä, Chair of the Board

Tel. +358 50 352 8905

sami.heikkila@sponsor.fi

Certified Adviser:

Oaklins Merasco Oy

Tel. +358 9 612 9670

Duell in brief

Duell is a leading powersports aftermarket distributor in the Nordics with a rapidly growing presence in the rest of Europe. Duell’s offering covers motorcycle, all-terrain vehicle (“ATV”), snowmobile, bicycle and marine products, including technical and spare parts and personal equipment (for example clothing and accessories), to dealers across several markets in Europe. Duell offers a broad assortment of products across all of its sales channels for four seasons through its six product categories comprising Onroad motorcycle (“Onroad MC”) products, Offroad motorcycle (“Offroad MC”) products, ATV products, Snowmobile products, Bicycle products and Marine products. Onroad MC and Offroad MC are Duell’s largest product categories, which in aggregate accounted for the majority of Duell’s net sales for the financial year ended August 31, 2021.

Duell’s goal is to distribute the world’s best‑known, quality powersport brands at competitive prices and in a timely manner. Duell is able to offer its brand portfolio of more than 290 brands consisting of approximately 150,000 stock keeping units to dealers enabling a one‑stop‑shop approach and, in turn, provide brand owners a reach of almost 7,500 dealers. In addition to its organic growth, Duell’s current position in the European market for powersports spare parts and personal equipment within the onroad motorcycle, offroad motorcycle, ATV, snowmobile and bicycle market segments has strengthened through M&A, and Duell aims to actively participate in the consolidation of the fragmented European market.

Important information

This announcement is not being made in and copies of it may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa.

This document is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and underlying legislation. A prospectus prepared pursuant to the Prospectus Regulation and approved by the Finnish Financial Supervisory Authority has been published, and can be obtained from the Company and other places indicated in the prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the prospectus.

This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.

In any member state of the European Economic Area other than Finland (each a “Relevant State”), this information and this offering are only addressed to and directed at persons who are “Qualified Investors” within the meaning of Article 2(e) of the Prospectus Regulation. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Qualified Investors. This information should not be acted upon or relied upon in any Relevant State by persons who are not Qualified Investors.

This communication does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom, (ii) persons who are investment professionals within the meaning of 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 this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) 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 document or any of its contents.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue,” “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that they each are (i) compatible with an end target market of retail investor and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “Target Market Assessment”), and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements in any contractual, legal or regulatory selling restrictions in relation to the Offering.

The Target Market Assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, obtain, or take any other action concerning the shares in the Company. Each distributor is responsible for its own Target Market Assessment in respect of the shares in the Company and determining the appropriate distribution channels.

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