Final result of Duell Corporation’s rights offering

29.12.2023 09:18:17 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 OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

According to the final result of Duell Corporation’s (“Duell” or the “Company”) rights offering (the “Offering”), a total of 1,702,408,474 new shares were subscribed for in the Offering, corresponding to approximately 168.9 percent of the 1,008,000,642 new shares offered in the Offering (the “Offer Shares”), and thus, the Offering is oversubscribed. A total of 984,198,204 Offer Shares were subscribed for pursuant to the exercise of the subscription rights. Additionally, a total of 718,210,270 Offer Shares were subscribed for without subscription rights. The subscription price was EUR 0.02 per Offer Share. The Company will receive gross proceeds of EUR 20.2 million and net proceeds of EUR 17.7 million from the Offering. As the Offering is oversubscribed, the subscription guarantee undertaking given by HC DL Holding Ltd (a wholly-owned subsidiary of Hartwall Capital Ltd) was not used.

The Board of Directors of the Company has today approved the subscriptions made in the Offering and the allocation of the Offer Shares in accordance with the terms and conditions of the Offering. As a result of the Offering, the total number of shares in the Company will increase from 30,545,474 shares to 1,038,546,116 shares.

The Offer Shares will be registered with the trade register maintained by the Patent and Registration Office (the “Trade Register”) on or about January 2, 2024. The last day of trading with interim shares corresponding to the Offer Shares (the “Interim Shares”) is on or about January 2, 2024. The Interim Shares will be combined with the Company’s existing shares on or about January 3, 2024. Trading with the Offer Shares is expected to commence on the First North Growth Market Finland maintained by Nasdaq Helsinki Ltd on or about January 3, 2024.

The Offer Shares will entitle their holders to possible dividend and other distribution of funds, if any, and to other shareholder rights in the Company after the Offer Shares have been registered with the Trade Register and recorded in the Company’s shareholders’ register maintained by Euroclear Finland Oy on or about January 3, 2024.

Carnegie Investment Bank AB, Finland Branch is acting as the sole global coordinator and bookrunner for the Offering (the “Global Coordinator”). White & Case LLP is acting as legal advisor to the Company in connection with the Offering. Roschier, Attorneys Ltd. is acting as legal advisor to the Global Coordinator in connection with the Offering. Miltton Ltd is acting as communications advisor to the Company.

Further information:

Pellervo Hämäläinen, Communications and IR Manager
Duell Corporation
[phone]
[e-mail]

Certified advisor

Oaklins Merasco Oy
[phone]

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 approximately 8,500 dealers. The range of products includes approximately 150,000 items under more than 550 brands. The assortment covers spare parts and accessories for motorcycling, bicycling, ATVs/UTVs, mopeds and scooters, snowmobiling, and boating. Logistics centres are in Finland, Sweden, Netherlands, France, and the UK. Duell’s net sales in 2023 was EUR 119 million and it employs over 200 people. Duell’s shares are listed on the Nasdaq First North Growth Market Finland marketplace. www.duell.eu

Important Information

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Duell Corporation (the “Company”) does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States.

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 relevant legal restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such aforementioned 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, resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.

This release is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; (ii) 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 together being referred to as “relevant persons”). Any securities mentioned herein 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 release or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus Regulation (EU) 2017/1129 and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

The Global Coordinator is acting exclusively for the Company and no one else in connection with the rights issue. It will not regard any other person as its respective client in relation to the rights issue. The Global Coordinator will not be responsible to anyone other than the Company for providing the duties afforded to its respective clients, nor for giving advice in relation to the rights issue or any transaction or arrangement referred to herein.

Forward-looking Statements

This release includes “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Company and the transaction identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors, representatives or any other person undertakes no obligation to review, confirm or to publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this release.

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