Embellence Group publishes prospectus in connection with the listing of the company’s shares on Nasdaq First North Premier Growth Market

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES IN ACCORDANCE WITH APPLICABLE LAW.

Embellence Group AB (publ) (”Embellence Group” or the ”Company”), a leading1 House of Brands2 in interior decoration, with a focus on premium brands within wallpaper, textile, rugs and other interior decoration, today publishes a prospectus regarding the offering to the public, and to institutional investors in Sweden and abroad, of the Company’s shares and the intention to list the Company’s shares on Nasdaq First North Premier Growth Market (the “Offering” and “Nasdaq First North Premier” respectively). The Company has prepared a prospectus in connection with the Offering which today has been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and published on the Company’s website. The first day of trading on Nasdaq First North Premier is expected to commence on 24 March 2021 subject to that customary requirements are fulfilled, including the distribution requirement.

The Offering in brief

• The Offering is directed to the public in Sweden and to institutional investors in Sweden and abroad
• The Offering Price has been set at SEK 42 (the “Offering Price”), corresponding to a value of the total number of shares in Embellence Group of approximately SEK 900 million
• The Offering comprises 7,490,000 existing shares, corresponding to a value of approximately SEK 315 million, offered by WA Wallvision AB (publ) (the ”Principal Owner”). The Offering corresponds to approximately 35 per cent of the total number of shares in the Company. No new shares will be offered and the Company will thus not receive any proceeds through the Offering
• In addition, the Principal Owner has reserved the right to increase the Offering with up to 2,200,000 shares, corresponding to 10.3 per cent of the total number of shares in the Company
• To cover any overallotment in connection with the Offering, the Principal Owner has, at the request of Handelsbanken Capital Markets (“Sole Global Coordinator” or “Handelsbanken”), undertaken to sell 1,123,500 additional existing shares in the Company (the “Overallotment Option”)
• The total value of the Offering, based on the Offering Price, amounts to approximately SEK 315 million and to approximately SEK 362 million if the Overallotment Option is exercised in full and to approximately SEK 454 million if the Offering is fully increased
• The outcome of the Offering is expected to be published through a press release on or around 24 March 2021
• The trading in Embellence Group’s shares on Nasdaq First North Premier is expected to commence on 24 March 2021 and the settlement date is expected to be 26 March 2021
• Strand Kapitalförvaltning, Prior & Nilsson, FE Småbolag Sverige, Gerald Engström, Provobis and Nordic Cross Asset Management have undertaken to, subject to customary conditions, acquire approximately 5 million shares in the Offering, corresponding to approximately 58 per cent of the of the number of shares in the Offering provided that the Overallotment option is exercised in full and to approximately 23 per cent of the total number of shares in the Company

Full terms and instructions for the Offering are set out in the prospectus that the Company has prepared in connection with the Offering and which has today been approved by the Swedish Financial Supervisory Authority and published on the Company’s website, www.embellencegroup.com.
 

Olle Svensk, CEO of Embellence:

“The listing on Nasdaq First North Premier is a natural step in our journey to build a leading, brand-driven global group in wallpaper, textile, and rugs. Our target is to double the Company’s size by 2025 by focusing on continued international expansion in the premium segment, which shows attractive organic growth. Also, complemented by a clear acquisition agenda. I, together with the entire Company welcome new shareholders to be part of our continued journey.”

Morten Falkenberg, Chairman of the Board of Embellence:

”Embellence Group has during the past few years successfully developed its position as a leading House of Brands in interior decoration – with focus on premium wallpaper and on driving development in a changing market for wallpaper and interior decoration. A listing of Embellence Group’s shares is a logical and important step in the Company’s advancement and we look forward to developing our strong portfolio of brands and our international expansion with the target to continue delivering profitable growth in a listed environment.”

About Embellence Group

Embellence Group is a leading House of Brands in interior decoration, with a focus on premium brands within wallpaper, textile, rugs and other interior decoration. With more than 100 years’ history, a competitive brand portfolio, and an international position, customers are offered high-quality products that contribute to a more beautiful and inspiring everyday life.

For the past ten years, the Company has successfully expanded internationally and has established strong presence in large parts of the world, with a leading position in Sweden, Norway, Italy and the UK. Embellence Group’s brand portfolio comprises Cole & Son, Wall&decò, Boråstapeter, Perswall and Pappelina. The brands’ collective design archive contains everything from exclusive prints with a high degree of design to more timeless and classical styles.

For the full year 2020, Embellence Group had net sales of SEK 570 million. Despite the COVID-19 pandemic, the Company managed to maintain the sales level with an improved profitability where the Adjusted EBITA margin increased to 14 per cent from 13 per cent 2019.

Background and reasons for the Offering

The Principal Owner, WA Wallvision AB (publ), which in turn is controlled by Litorina Coinvest L.P. and approximately another 150 shareholders, believes that Embellence Group currently is ready to expand its shareholder base. This will enable Embellence Group to strengthen its balance sheet in the future by utilizing the Swedish and international capital markets, which will expand the Company’s financing alternatives for continued growth, both organic as well as through acquisitions. A listing will also create an increased liquidity in the share, which facilitates additional acquisitions and shareholding by employees. The board of directors and executive management of Embellence Group, supported by the Principal Owner, consider the listing of the Company’s shares to be a logical and important step in the Company’s development, which will also increase the awareness of Embellence Group and its operations among customers and suppliers.

The Principal Owner will remain as shareholder in the Company after the Offering and will thus continue to contribute to the Company's future development. The Principal Owner will receive revenue from the sale of the existing shares, after the deduction of transaction costs. In addition, several board members intend to acquire shares in the Offering, although without guaranteed allotment.
                                                               

Prospectus and preliminary timeline

A prospectus with full terms has been published today on Embellence Group’s website (www.embellencegroup.com). Subscription to acquire shares can be made via Handelsbanken (www.handelsbanken.se) and Avanza (www.avanza.se).
 

Stabilisation

In connection with the Offering, Handelsbanken will act as stabilisation manager and may conduct transactions in order to maintain the market price of Embellence Group’s share at a level above which might otherwise prevail in the open market. Such stabilisation transactions may be carried out on Nasdaq First North Premier, 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 Premier and ending not later than 30 calendar days thereafter. Handelsbanken has 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 one set forth in the Offering. Handelsbanken may use the Overallotment Option in order to facilitate any stabilisation transaction. The stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. No later than by the end of the seventh trading day after stabilisation transactions have been undertaken, Handelsbanken must disclose that stabilisation transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052. Handelsbanken will disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were undertaken.

Advisors

Handelsbanken Capital Markets is Sole Global Coordinator and Bookrunner. Advokatfirman Vinge is legal advisor to the Company and Baker McKenzie is legal advisor to the Sole Global Coordinator. Sundling Wärn Partners AB is advisor to the Principal Owner.

For more information, please contact:

Pär Ihrskog, Investor Relations

Phone: +46 70 637 17 34

E-mail: ir@embellencegroup.com

This information was submitted for publication, through the agency of the contact person on 15 March 2021 at 17:15 CET.

1 Embellence Group considers that the Company is leading since the Company, pursuant to the Market Study Report, in Sweden and Norway has a market share in the premium segment which is estimated to 43 and 63 per cent, respectively. The corresponding market shares in the value segment amount to 47 and 42 per cent, respectively. In the UK and Italy, Embellence Group primarily operates in the premium segment, with estimated market shares of 23 per cent and 29 per cent, respectively. 2 ”House of Brands” refers to a company consisting of several brands which are independent of each other.

IMPORTANT INFORMATION

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Embellence Group in any jurisdiction, neither from Embellence Group nor from someone else.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for 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 US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus has been prepared and in connection with the Offering and been scrutinized and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) which is the national competent authority in Sweden with regard to the Prospectus Regulation.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision to acquire or subscribe for shares in connection with the Offering must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Sole Global Coordinator. The Sole Global Coordinator is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Offering. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the Group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the Group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Premier Growth Market rule book for issuers.

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 Embellence Group 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 "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Embellence Group may decline and investors could lose all or part of their investment; the shares in Embellence Group offer no guaranteed income and no capital protection; and an investment in the shares in Embellence Group 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 the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Sole Global Coordinator 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 UK MiFIR; 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 in Embellence Group.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Embellence Group and determining appropriate distribution channels