Duell Oyj

EXERCISE OF OVER-ALLOTMENT OPTION RELATED TO THE INITIAL PUBLIC OFFERING OF DUELL CORPORATION AND TERMINATION OF THE STABILIZATION PERIOD

3.12.2021 08:45:01 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.

Exercise of over-allotment option related to the initial public offering of Duell Corporation and termination of the stabilization period

With reference to the prospectus of Duell Corporation (“Duell” or the “Company”), dated November 12, 2021, and the company release published by the Company on November 23, 2021, regarding the result of the Company’s initial public offering, the Company has received a notice that Carnegie Investment Bank AB, Finland Branch (“Carnegie“), as the stabilizing manager in the initial public offering, has decided to exercise the over-allotment option granted on a pro rata basis by Sponsor Fund IV Ky (“Sponsor Fund“) and Rite Internet Ventures Holding AB (“Rite Ventures”) in full. Carnegie has decided to terminate the stabilization period as a result of the development of the market price of the Duell share. Carnegie has not carried out any stabilization measures since the listing of the Company.

Pursuant to the over-allotment option granted in connection with the initial public offering, Carnegie will purchase 1,973,524 shares in the Company from Sponsor Fund and 382,272 shares in the Company from Rite Ventures at the initial public offering subscription price.

In connection with the initial public offering, Sponsor Fund has sold a total of 9,401,078 shares in the Company (including the shares sold in connection with the exercise of the over-allotment option) and Rite Ventures has sold a total of 1,820,992 shares in the Company (including the shares sold in connection with the exercise of the over-allotment option). Following the exercise of the over-allotment option, Sponsor Fund holds 2,578,847 shares in the Company, representing 10.1 percent of all the shares and votes carried by the shares in the Company, and Rite Venture holds 499,523 shares in the Company, representing 2.0 percent of all the shares and votes carried by the shares in the Company.

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.

Alternative languages

Subscribe to our company announcements

Keep up to date with our company announcements by subscribing.

Visit our pressroom and see more company announcements from us.

Our pressroom
HiddenA line styled icon from Orion Icon Library.Eye