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.
Inside information: Duell successfully completes directed share issue raising EUR 8.7 million
Duell Corporation (“Duell” or the “Company”) has successfully carried out the offering of 5,090,900 new shares in the Company (the “Shares”) in a directed share issue to a limited number of institutional and other investors in deviation of the pre-emptive subscription right of the shareholders (the “Share Issue”). The Company announced the commencement of the book-building process with a stock exchange release on March 1, 2023.
The Company expects to receive gross proceeds of approximately EUR 8.7 million as a result of the Share Issue. The proceeds from the Share Issue will be used to finance the first installment of the purchase price in relation to the acquisition of Tran‑Am Ltd announced by the Company on February 27, 2023. The accelerated book-building procedure enables executing the Share issue in a rapid and cost-efficient manner.
Based on the offers received from investors in the accelerated book-building process and on the authorization given to the Board of Directors by the Company‘s Annual General Meeting held on December 1, 2022, the Company will issue a total of 5,090,900 Shares in the Share Issue, representing approximately 20 per cent of the issued shares in the Company prior to the Share Issue and approximately 17 per cent of the issued shares in the Company following the Share Issue. The total number of issued shares in the Company after the Share Issue will be 30,545,474.
The subscription price of the Shares is EUR 1.70 per Share, corresponding to a discount of approximately 6.6 per cent to the closing price of the Company‘s share on March 1, 2023, immediately prior to the commencement of the book-building process. The subscription price shall be recorded in its entirety into the invested unrestricted equity reserve of the Company. The Share Issue was supported by new investors and existing shareholders, both local and international.
Subject to the completion of the Share Issue, the Shares (ISIN code FI4000513072) will be registered with the trade register maintained by the Finnish Patent and Registration Office on or about March 3, 2023. The Shares are expected to be ready for delivery to the investors against payment through Euroclear Finland Oy on or about March 6, 2023. Trading in the Shares is expected to commence on the Nasdaq First North Growth Market Finland on or about March 6, 2023.
Carnegie Investment Bank AB, Finland Branch (“Carnegie”) is acting as Sole Global Coordinator and Sole Bookrunner of the Share Issue. White & Case LLP is acting as the Company‘s legal adviser and Krogerus Attorneys Ltd as legal adviser to Carnegie.
Board of Directors
For additional information, please contact:
Jarkko Ämmälä, CEO
+358 50 056 5149
Pellervo Hämäläinen, Communications and IR Manager
+358 40 674 5257
Oaklins Merasco Oy
+358 9 312 9670
Duell Corporation (Duell) is an import and wholesale company based in Mustasaari, Finland, established in 1983. Duell imports, manufactures, and sells products through an extensive distribution network in Europe covering 8,500 dealers. The range of products includes 150,000 items under 500 brands. The assortment covers spare parts and accessories for motorcycling, bicycling, ATVs/UTVs, mopeds and scooters, snowmobiling and boating. Logistics centres are located in Finland, Sweden, Netherlands and France. Duell’s net sales in 2022 was EUR 124 million and it employs over 200 people. Duell’s shares were listed in November 2021 and are traded on the First North Marketplace. www.duell.eu
This release contains forward-looking statements, including, without limitation, statements regarding Duell‘s strategy, business plans and focus. The words may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this release are based on management‘s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this release, including, without limitation, any related to Duell‘s business, operations, supply chain, strategy, goals and anticipated timelines and competition from other companies. Duell cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Duell disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. Any forward-looking statements contained in this release represent Duell‘s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. 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, Singapore or South Africa or in or into any other jurisdiction in which publishing or distributing would be prohibited by applicable law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
This release and the Share Issue are only addressed to and directed at persons in member states of the European Economic Area (each a “Relevant State”) 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 release should not be acted upon or relied upon in any Relevant State by persons who are not Qualified Investors. For the purposes of this release, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
This release 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 release is only being distributed to and is only directed at persons outside the United Kingdom, or persons in the United Kingdom who are “Qualified Investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) who are (i) investment professionals within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this release 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”). This release must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.
This release does not constitute an offer for sale of securities in the United States. The shares may not be offered or sold within the United States absent of registration or an exemption under the U.S. Securities Act 1933 (as amended). The Company has not registered and it does not intend to register, any portion of the offering in the United States, and it does not intend to conduct a public offering in the United States.
Carnegie acts only for and on behalf of the Company in connection with the Share Issue. Carnegie does not hold any other party as its client or cannot be held accountable to advise other parties than the Company with regards to the Share Issue or other matters referred here to.
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 have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares 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 of any contractual, legal or regulatory selling restrictions in relation to any offering of the Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Carnegie as Sole Global Coordinator and Sole Bookrunner, will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, 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, or purchase, or take any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.