Boozt publishes prospectus for initial public offering on Nasdaq Stockholm

Transcription

1 Press release, Malmö, 17 May 2017 Boozt publishes prospectus for initial public offering on Nasdaq Stockholm Following the announcement of its intention to float on 7 May 2017, Boozt AB ( Boozt or the Company ) today publishes its prospectus and announces the price range for its initial public offer (the Offering ) of its shares and listing on Nasdaq Stockholm. Boozt is a leading 1, fast-growing and profitable Nordic technology company selling fashion online. The Company offers its customers a curated and contemporary selection of fashion brands, relevant to a variety of lifestyles, mainly through its multi-brand webstore Boozt.com. The Company s webstores attract more than five million sessions per month 2 as a result of a convenient shopping experience with high service levels (including consistent user experiences across both mobile devices and desktop), quick deliveries and easy returns. The Offering in brief The Offering is being made to institutional investors internationally and in Sweden, as well as to the general public in Sweden and Denmark. The final price in the Offering is expected to be set within the price range of SEK per share, resulting in a market value of all shares issued by Boozt of approximately SEK 3,088 3,544 million. The final price in the Offering to the public will not exceed SEK 63 per share and is expected to be made public on or about 31 May The Offering comprises between 24,013,681 and 24,991,348 shares, of which 6,349,000 7,407,000 new shares will be issued by the Company. The remaining 17,584,348 17,664,681 existing shares will be offered by Sunstone Technology Ventures Fund II K/S, Verdane Capital VII K/S, ECCO Holding A/S, Sampension KP Livsforsikring A/S and the board member Kent Stevens Larsen (together the Selling Shareholders ). The Offering of new shares will provide Boozt with gross proceeds of approximately SEK 400 million and net proceeds of approximately SEK 384 million. The Offering comprises approximately percent of the total number of shares in the Company. The Selling Shareholders has reserved the right to increase the Offering by maximum 3.5 percent of the shares in Boozt. Assuming that the Offering is increased in full and that the Over-allotment Option (as defined below) is exercised in full, the total number of shares comprised by the Offering represents approximately percent of the total number of shares in the Company. In order to cover any over-allotment in connection with the Offering, the Selling Shareholder will grant the Joint Global Coordinators (as defined below), on behalf of the Managers (as 1 Company calculations based on online sales in the Nordic apparel market in 2016 for all of Boozt s competitors from Euromonitor International (a statistics database), of which online sales for the largest competitors on the market (Zalando, H&M, Boozt, Ellos, Nelly, Stylepit and Bestseller) have been analysed using publicly available information, such as 2016 annual reports, press releases and other available information on the respective websites. 2 Source: Company information; monthly average based on Company data for / 7

2 defined below), an option to purchase up to 4,048,931 additional existing shares (the Over- Allotment Option ), corresponding to up to 15.0 percent of the number of shares in the Offering. After completion of the Offering, assuming that the Selling Shareholder increases the Offering in full and the Over-allotment Option is exercised in full, the Selling Shareholders will own approximately 36.5 percent of the Company s shares, and current members of the Board of Directors and executive management will own approximately 2.9 percent of the Company s shares, based on an Offering price set at the midpoint of the price range (SEK 58.50). Assuming a full exercise of the Over-Allotment Option, the value of the Offering will amount to approximately SEK 1,779 million corresponding to approximately 53.7 percent of the total number of outstanding shares in Boozt upon completion of the Offering, based on an Offering price set at the midpoint of the price range. Ferd AS, Arbejdsmarkedets Tillægspension (ATP) and Catella Fondförvaltning AB on behalf of managed funds have committed, subject to the fulfilment of certain conditions, to acquire shares in the Offering corresponding to 6.0 percent, 6.0 percent and 3.8 percent respectively of the total number of shares in the Company upon completion of the Offering. The current shareholder Friheden Invest A/S has committed, subject to the fulfilment of certain conditions, to acquire shares such that its total shareholdings amounts to 4.9 percent in the Company. The commitments from the four cornerstone investors amounts to approximately SEK 565 million, corresponding to approximately 39.5 percent of the number of shares in the Offering (approximately 31.7 percent of the number of shares in the Offering assuming a full exercise of the Over-Allotment Option), based on an Offering price set at the midpoint of the price range. In the United States, the shares will be sold only to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A or pursuant to another available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended. All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act of 1933, as amended. The first day of trading on Nasdaq Stockholm is expected to be 31 May, 2017, and the shares will trade under the symbol BOOZT. The expected settlement day of the Offering is 2 June, A prospectus with full terms and conditions is published today 17 May 2017, on the Company s website Hermann Haraldsson, CEO of Boozt It has been an exhilarating journey since our re-launch in August We are fortunate to have some astonishing, ambitious, hard-working and driven people in this Company that get things done. We have come far, but we are nowhere near done. This is probably just the end of the beginning. A listing will be an important milestone for us as we get our long-term ownership structure in place, so that we can continue our mission towards becoming the leading player in Nordic online fashion with an outstanding customer experience. Henrik Theilbjørn, Chairman of the Board of Boozt: These are exciting times. It is with significant pride the board looks at what the management team has achieved since the re-launch. Boozt enjoys a leading position within Nordic online fashion due to customer focus, technology-founded operations and growing scale. With a strategy for continued 2 / 7

3 profitable growth, we are excited to broaden the ownership base and offer the opportunity for an enlarged group of shareholders to follow us into the exciting future of the Company. Background to the Offering Boozt was founded in 2007 to conduct outsourced, online, mono-brand operations for fashion brands. The current management team joined Boozt in to assist the Company in the 2011 relaunch, when Boozt.com was launched. In the following years, significant investments were made to support growth and increase the number of customers. The board of directors and the management of Boozt, together with the main shareholders (Sunstone, Verdane, ECCO and Sampension), believe that now is an appropriate time to broaden the shareholder base and to apply for a listing of the shares on Nasdaq Stockholm. The Offering and the listing is expected to support future growth, provide the Company with improved access to capital markets and establish a diversified base of new Swedish and international shareholders. Boozt also expects that the listing on Nasdaq Stockholm will promote broader awareness among customers and suppliers. Prospectus and application form A Swedish and English language prospectus regarding the Offering will be published today, 17 May, 2017 on Boozt s website ( The Swedish and English language prospectus and instructions for application are available on Carnegie s website ( and Danske Bank s website ( An application can also be made through Nordnet s Internet service ( Preliminary timetable Publication of the prospectus: 17 May 2017 Application period for the general public in Sweden and Denmark: May 2017 Bookbuilding for institutional investors: May 2017 Announcement of the final price in the Offering: 31 May 2017 First day of trading of Boozt s shares: 31 May 2017 Settlement day: 2 June 2017 Advisors Carnegie and Danske Bank are acting as Joint Global Coordinators and Joint Bookrunners (the Joint Global Coordinators ). Berenberg is acting as Joint Bookrunner (together with the Joint Global Coordinators, the Managers ). Vinge and Davis Polk are legal advisors to the Company and White & Case is legal advisor to the Managers. For further information, please contact: Hermann Haraldsson, CEO / heha@boozt.com / Johan Holmqvist, Head of Investor Relations and Corporate Communications / jnh@boozt.com / This information was released for publication at CET on 17 May / 7

4 About Boozt Boozt is a leading 3, fast-growing and profitable Nordic technology company selling fashion online. The Company offers its customers a curated and contemporary selection of fashion brands, relevant to a variety of lifestyles, mainly through its multi-brand webstore Boozt.com. The Company s webstores attract more than five million sessions per month 4 as a result of a convenient shopping experience with high service levels (including consistent user experiences across both mobile devices and desktop), quick deliveries and easy returns. Boozt targets Nordic fashion followers, primarily consumers aged that value convenience in their customer experience and which tend to generate a high average order value ( AOV ). The Company operates a tailor-made, integrated technology platform that enables the Company to manage the customer experience and to accommodate further growth. Fulfilment is executed through the automated fulfilment centre, strategically located in Ängelholm, with a total area of 43,500 m 2 (77,000 m 2 at maximum build-out), 130 picking robots and a current capacity exceeding 450,000 stock keeping unit locations, that enable next-day delivery to many Nordic areas. Boozt has a strong track-record of growth, mainly driven by the fast evolution of Boozt.com, which grew net revenue by a CAGR of 69 per cent between 2014 and 2016, with gradually improving profitability. Boozt s strong online market position and its competitive customer offering have enabled Boozt to attract new customers and increase the number of orders from returning customers. The Company, which is headquartered in Malmö, has run current operations since 2011 and had 193 employees from more than 25 countries as of 31 December About Sunstone Capital Sunstone Capital is a partner-owned venture capital investor established in 2007 by an international team of experienced entrepreneurs, executives and investment professionals. Sunstone Capital focuses on developing early-stage Life Science and technology companies with a strong potential for achieving global success in their markets. With more than EUR 700 million in funds under management distributed on seven funds, Sunstone is today one of the leading and most active independent venture capital investors in the Nordic market. About Verdane Capital Verdane funds support companies that have high ambitions in software, consumer internet, energy and high-tech industries with flexible growth capital. The funds are distinctive in that they purchase either an entire portfolio, parts of a portfolio, or a single position, from a portfolio of unlisted assets. Verdane funds have EUR 900 million under management and the latest fund, Verdane Capital IX, was established in Verdane Capital Advisors has 25 employees working out of offices in Oslo, Stockholm, and Helsinki. About ECCO ECCO is one of the world s leading shoe brands combining style and comfort. ECCO s success is built on products with a great fit and top-quality leathers. ECCO owns and manages every aspect of the value chain from tanneries and shoe manufacturing to wholesale and retail activities. ECCO s products 3 Company calculations based on online sales in the Nordic apparel market in 2016 for all of Boozt s competitors from Euromonitor International (a statistics database), of which online sales for the largest competitors on the market (Zalando, H&M, Boozt, Ellos, Nelly, Stylepit and Bestseller) have been analysed using publicly available information, such as 2016 annual reports, press releases and other available information on the respective websites. 4 Source: Company information; monthly average based on Company data for / 7

5 are sold in 88 countries from over 2,000 ECCO shops and more than 14,000 sales points. ECCO is family-owned, founded in Denmark in 1963, and employs for than 20,000 people worldwide. About Sampension Sampension manages industry-wide pension schemes for around 300,000 Danes. The majority of clients are employed in municipalities or central government, but Sampension also manages pensions for a number of private sector employees through company pension-schemes. Sampension manages assets of approximately DKK 268 billion and is Denmark s third-largest pension fund. 5 / 7

6 Important information This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. This announcement is an advertisement and is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive ). A prospectus prepared pursuant to the Prospectus Directive will be published, which, when published, can be obtained from the Company. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus. In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to and is only directed to investors in that Member States who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive, i.e., only to investors who can participate in the Offering without an approved prospectus in such EEA Member State. This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as relevant persons ). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. This announcement contains certain financial measures that are not defined under International Financial Reporting Standards ( IFRS ), including certain measures such as adjusted EBIT, adjusted EBIT margin, adjusted EBITDA, and adjusted EBITDA margin, which are referred to as non-ifrs financial measures. These non-ifrs financial measures supplement the IFRS financial measures and should not be considered an alternative to the IFRS financial measures. Non-IFRS financial measures have certain limitations as analytical tools and they should not be considered in isolation or as substitutes for analysis of results reported under IFRS. 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 believes, aims, deems, targets, estimates, anticipates, expects, assumes, forecasts, intends, could, will, should, would, according to estimates, is of the opinion, may, plans, continue, potential, predicts, projects, to the knowledge of and similar expressions. This applies in particular to statements referring to future results, financial position, cash flow, plans and expectations 6 / 7

7 for the Company s business and management, future growth and profitability and general economic and regulatory environment and other circumstances which affect the Company. Forward-looking statements are based upon various estimates and assumptions, many of which are based, in turn, upon further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or in applicable legislation, regulations or rules (including, but not limited to, accounting policies, accounting treatments and tax policies), which, individually or in the aggregate, would be material to the results of operations of the Company or its ability to operate its businesses. 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 by such forward-looking statements. Potential investors should not place undue reliance on the forward-looking statements herein and are strongly advised to read the detailed description of factors that have an effect on the Company s business and the market in which the Company operates, which will be included in the prospectus. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. 7 / 7