DESENIO PUBLISHES COMPANY DESCRIPTION IN CONNECTION WITH LISTING ON NASDAQ FIRST NORTH GROWTH MARKET AND ANNOUNCES PRIVATE PLACEMENT

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Desenio Group AB (publ) (“Desenio” or the “Company”), a fast growing online-based direct-to-consumer company within the global market for affordable wall art, announced on 15 February 2021 its intention to carry out a private placement of shares in the Company directed to Swedish and international qualified investors (the “Private Placement”) and subsequently list its shares on Nasdaq First North Growth Market in Stockholm (the “Listing”). Today, Desenio publishes a company description (the “Company Description”), prepared by the Company for the Listing, which has been approved by Nasdaq Stockholm AB. Final approval for admission to trading of the Company’s shares on Nasdaq First North Growth Market is expected to be received on 25 February 2021. Provided that the approval is received on 25 February 2021, the first day of trading is expected to be 25 February 2021.

Listing on Nasdaq First North Growth Market and publication of Company Description

As announced by the Company on 15 February 2021, Desenio has initiated a process to list its shares on Nasdaq First North Growth Market in Stockholm. Today, Nasdaq Stockholm AB has resolved that Desenio fulfils the listing requirements for Nasdaq First North Growth Market and approved the Company Description, which today has been published on the Company's website: www.deseniogroup.com. Nasdaq First North Growth Market will finally approve an application for admission to trading on Nasdaq First North Growth market provided that certain conditions are fulfilled, including that Desenio submits such application and that the listing requirement regarding distribution of shares is fulfilled. Such final approval for admission to trading of the Company’s shares on Nasdaq First North Growth Market is expected to be received on 25 February 2021. Provided that the approval is received on 25 February 2021, first day of trading in the Company’s shares on Nasdaq First North Growth Market is expected to be on 25 February 2021 under the symbol (ticker) "DSNO”.

The Private Placement in brief:

• The Private Placement comprises approximately 53.8 million existing shares (the “Sale Shares”), corresponding to approximately 37.3 percent of the total number of outstanding shares in the Company following the Listing, and a total value of approximately SEK 3,875 million, which are offered by Verdane¹, MBHM Holding AB, Hars Holding AB (Alexander Hars – Chairman of Desenio), Brand plus Net AB (Fredrik Palm – CEO of Desenio), and Mindful Ventures AB (together the “Selling Shareholders”).
• The offering price is SEK 72 per share (the “Offering Price”). Following the Listing, the Company will have 144,111,111 ordinary shares and 7,982,000² warrants, which based on the Offering Price corresponds to a fully diluted market capitalisation of approximately SEK 11.0 billion.
• In order to cover any over-allotment in connection with the Private Placement, Verdane has committed, upon request of ABG Sundal Collier and Carnegie Investment Bank (the “Joint Global Coordinators”), to offer up to approximately 8.1 million additional existing shares (the “Additional Shares”) through the issuance of an over-allotment option (the “Over-allotment Option”), representing up to 15 percent of the Sale Shares, equal to SEK 581 million.
• The Offering will comprise a total of approximately 61.9 million shares including the Additional Shares (together with the Sale Shares, the “Offer Shares”), corresponding to approximately 42.9 percent of the total number of shares in the Company after the Listing and a total value of approximately SEK 4,456 million.
• Certain cornerstone investors, comprising funds managed and advised by Capital Research Global Investors, funds managed and advised by Capital World Investors, Cliens Kapitalförvaltning, DNB Asset Management, funds managed by Fidelity International, Handelsbanken Fonder, Kuvari Partners LLP, Lannebo Fonder and Ophir Asset Management Pty Ltd have acquired shares in the Private Placement at the same price as other investors, corresponding to a total value of SEK 3.2 billion. The undertakings represent, in aggregate, 30.5 percent of the total number of outstanding shares in the Company and 70.9 percent of the Offer Shares.
• The Private Placement will be directed to institutional investors in Sweden and internationally.
• The bookbuilding period is expected to take place 22-24 February 2021, however, the Company, Verdane and the Joint Global Coordinators reserve the right, at their own discretion, to extend or shorten the bookbuilding period at any time and for any reason without notice.
• The completion of the Private Placement is subject to certain customary conditions including, but not limited to, that a Placing Agreement is entered into between the Company, Verdane and the Joint Global Coordinators, which is expected to take place 25 February 2021.
• The Joint Global Coordinators will have a right to terminate the Placing Agreement until the settlement date 1 March 2021 in case any material adverse event occurs, the representations and warranties given by the Company and the Selling Shareholders are breached or any other conditions under the Placing Agreement are not fulfilled. Hence, if these conditions are not fulfilled, the Private Placement may be cancelled.
• First day of trading on Nasdaq First North Growth Market is expected to be 25 February 2021 under the ticker "DSNO". Settlement is expected to take place on 1 March 2021.
   

Fredrik Palm, CEO of Desenio, comments:

“While growing rapidly the past years, we have built a solid platform allowing us to continue delivering strong and profitable growth. One thing is for sure, we are still only in the beginning of our mission to help people making their homes more beautiful with affordable wall art. We are now happy to welcome more investors onboard Desenio Group’s journey.”

Alexander Hars, Chairman of the board of Desenio, comments:

“We are excited to broaden the ownership base and enable an enlarged group of shareholders to follow us into the exciting future of the Company.”

Henrik Aspén, Partner at Verdane, comments:

“Desenio is one of Northern Europe’s most exciting growth companies and has grown annual revenues 13x since partnering with Verdane. As we continue to realise Desenio’s global potential to the benefit of design lovers everywhere, we are pleased to welcome a broader group of shareholders to be part of the journey."

The Over-allotment Option and stabilisation measures

Verdane has granted the Joint Global Coordinators an over-allotment option, exercisable within 30 days from the first day of listing on Nasdaq First North Growth Market to cover the over-allotments in connection with the Private Placement. For the purpose of enabling delivery of such over-allotted shares, the Joint Global Coordinators have borrowed an equal number of shares from Verdane.

The Joint Global Coordinators may, in connection with the Offering, conduct transactions in order to maintain the market price for the shares at a level above that which might otherwise prevail in the open market. Such stabilisation transactions may be carried out on Nasdaq First North Growth Market, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq First North Growth Market and ending not later than 30 calendar days thereafter. However, the Joint Global Coordinators have no obligation to undertake any stabilisation measures and there is no assurance that stabilisation measures will be undertaken. Under no circumstances will transactions be conducted at a price higher than the Offering Price.

Lock-up undertakings from shareholders, members of the Company’s board of directors and executive management

The Company's major shareholders, board members and executive management have committed not to sell or execute other transactions with a similar effect as a sale within a period of 360 days from the first day of trading on Nasdaq First North Growth Market (lock-up). In addition, the Company’s CEO has agreed with the Joint Global Coordinators to be subject to a 720-day lock-up period. These lock-up undertakings will be subject to certain exceptions and may only be waived with the consent of the Joint Global Coordinators.

Allocation and settlement in the Private Placement

Notifications of allocation and payment instructions will be communicated to the investors in the Private Placement by the Joint Global Coordinators on or about 25 February. The allocated shares in the Private Placement will be settled on a delivery versus payment (DVP) basis on or about 1 March 2021.

Advisors

ABG Sundal Collier AB and Carnegie Investment Bank AB (publ) act as Joint Global Coordinators and Joint Bookrunners in the Private Placement and in the Listing. Advokatfirman Delphi KB acts as legal advisor to the Company and the Selling Shareholders. Advokatfirman Schjødt acts as legal advisor to the Joint Global Coordinators and Joint Bookrunners. Ashurst LLP acts as US special counsel to the Joint Global Coordinators and Joint Bookrunners.

About Desenio

Desenio is a Swedish, fast growing digital direct-to consumer company with a leading position as an online based provider of affordable wall art in Europe. The Company offers its customers a unique and curated assortment of over 6,000 designs as well as frames and accessories in 35 countries via 20 local websites. Leveraging a data-driven strategy both for the creation of art and for attracting new customers, Desenio has grown rapidly and profitably since 2015. Desenio’s bonds are listed on Frankfurt Stock Exchange Open Market Quotation Board. For more information, please visit deseniogroup.com.

About Verdane

Verdane is a specialist growth equity investment firm that partners with sustainable, tech-enabled Northern European businesses to help them reach the next stage of international growth. Verdane can invest as a minority or majority investor, either in single companies or through portfolios of companies, and looks to deploy behind three core themes; the Digital Consumer, Software Everywhere and Sustainable Society. Verdane’s nine funds hold more than EUR 3 billion in total commitments and have made over 120 investments in fast-growing businesses since 2003. Verdane’s team of over 60 investment professionals and operating experts, based out of Berlin, Copenhagen, Helsinki, London, Oslo and Stockholm, is dedicated to being the preferred growth partner to tech-enabled businesses in Northern Europe. For more information, please visit verdane.com.

The information in this press release is such that Desenio Group AB (publ) must disclose pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on 22 February 2021, at 08:45 CET.

IMPORTANT INFORMATION

This press release does not constitute an offer or a solicitation to sell or acquire securities in the Company in any jurisdiction. The contents of this press release have been prepared by the Company and the Company is solely responsible for the contents hereof.

This announcement does not include any offer to the public to subscribe for shares or otherwise acquire shares or other financial instruments in Desenio, whether in Sweden or other jurisdiction. This press release does not constitute a prospectus in accordance with the Prospectus Regulation. Investors should not subscribe or deal in securities referred to in this press release.

Copies of this press release or the information herein may not, wholly or partly, direct or indirect, be distributed or sent to the United States, Hong Kong, Canada, New Zealand, Japan, Switzerland, South Korea or South Africa or any other jurisdiction where such distribution would be illegal or require registration or other measures.

The shares in the Company have not been registered and will not be registered under the United States Securities Act of 1933 as amended (the “Securities Act”) or under the securities laws of any state or other jurisdiction in the United States and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States, except in accordance with an applicable exemption from or through a transaction that is not subject to the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States.

This press release does not constitute an offer to persons in the United Kingdom to acquire securities. No prospectus has been registered, or will be registered, in the United Kingdom regarding the securities mentioned in this press release. In the United Kingdom, this press release and other material concerning the securities mentioned herein may be distributed and directed only to (i) professional investors covered by Article 19 (5) of the Financial Services and Markets Act 2000 (the Financial Promotion) (the “Order”), (ii) high net-worth entities under Article 49 (2) (a) to (d) of the Order, and (iii) other persons to whom the prospectus may be lawfully served (all such persons are collectively referred to as "relevant persons"). This press release is addressed only to relevant persons and may not be used or invoked by persons who are not relevant persons. All investments or investment activities to which this press release relates are only available to relevant persons and will only be directed to relevant persons. Persons who are not relevant persons should not take any actions based on this press release, nor rely on it.

This press release does not constitute an offer to persons in Australia to acquire securities. No documentation has been, or will be, lodged with the Australian Securities and Investments Commission as a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (the “Corporations Act”). Such document must only be provided to ‘wholesale clients’ as defined in the Corporations Act in Australia. Such document does not purport to include the information required of a disclosure document under Chapter 6D of the Corporations Act. Accordingly: (a) no New shares or other securities may be offered for issue to any person in Australia except to ‘wholesale clients’ as defined in the Corporations Act and in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act; and (b) no share or other securities may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

Furthermore, the securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Hong Kong, Canada, New Zealand, Japan, Switzerland, South Korea or South Africa and may, with certain exceptions, not be offered or sold to or within, or on behalf of a person or for the benefit of a person who is registered, resident or located in, these countries.

In the EEA Member States, this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The securities mentioned in this press release are not intended to be offered to the public in any EEA Member State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will only be processed for qualified investors. Persons in any EEA Member State who are not qualified investors should not take any actions based on this press release, nor rely on it.

Financial information

The financial information for 2019 is derived from the Company’s audited annual report for 2019, which has been prepared in accordance with the Swedish Accounting Standards Board accounting standard BFNAR 2012:1 (K3) and the Swedish Annual Accounts Act (1995:1554). The financial information for 2020 is derived from the Company’s unaudited year-end report, which has been prepared in accordance with the Swedish Annual Accounts Act (1995: 1554). The accounting principles applied for the year-end report is the Swedish Accounting Standards Board accounting standard BFNAR 2012:1 (K3). The historical financial information remains subject to the Company’s normal audit process. The pro forma financial information in this press release has not been audited or reviewed by the Company’s independent auditors. The financial information contains certain financial key figures that have not been defined according to K3. The Company assesses that these key figures provide a better understanding of the Company's financial trends. The Group's key figures have not been revised or reviewed by the Group’s auditor unless otherwise stated.

Forward-looking information

This press release contains certain forward-looking information and statements that reflect the Company's current views on future events as well as financial and operational developments. Words such as "refer", "assess", "expect", "can", "plan", "estimate", "calculate", "could" and other expressions that indicate indications or assessments regarding future developments or trends, and which does not relate to historical facts, constitutes forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking information does not constitute a guarantee regarding future results or development and the actual outcome may differ materially from what is stated in forward-looking information. The Company does not make any representations about publishing updates or revisions of forward-looking information as a result of new information, future events or similar circumstances other than as provided by applicable mandatory rules and regulations.

¹⁾ Refers to Verdane Capital IX (D) AB and Verdane Capital IX (E) AB.

²⁾ Of which 6,482,000 are outstanding.