RevolutionRace intends to list its shares on Nasdaq Stockholm

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. OTHER RESTRICTIONS ARE APPLICABLE, PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

RVRC Holding AB (publ) (”RevolutionRace” or “the Company”), a profitable and rapidly growing company that offers high-quality outdoor apparel for an active lifestyle to a global and wide customer base through a digital D2C* business model, hereby announces its intention to launch an initial public offering of its shares on Nasdaq Stockholm (“the Listing” or “the Offering”). The Offering is expected to consist of existing shares in the Company offered by the Selling Shareholders (defined below).

RevolutionRace is a profitable and rapidly growing company that offers high-quality functional apparel. The products are developed to fit both outdoor enthusiasts and customers needing functional apparel in their active everyday life. RevolutionRace has since its inception in 2013 sold millions of products and has, to this day, 245,000 authentic product reviews with an average rating of 4.6 out of 5 on the Company’s website. Since the launch of the Company’s first outdoor pants with the aim to challenge traditional brands, RevolutionRace has expanded its assortment to offer a large variety of internally developed apparel. The Company offers its multifunctional apparel under the own brand RevolutionRace and focuses on a global and wide customer base. RevolutionRace conducts its business within the scope of a digital D2C business model, meaning that sales exclusively take place online, without traditional retailers or wholesalers, instead targeting consumers directly. The Company has historically shown strong and profitable global growth, with a net sales CAGR of 71.6 percent from the financial year ending 30 June 2019 to the twelve-month period ending 31 March 2021, and presented an adjusted EBIT margin of 27.3 percent during the nine-month period ended 31 March 2021. Today, the Company sells to approximately 35 countries with Germany being the Company’s largest market.

The Board of Directors of RevolutionRace, together with the Selling Shareholders, Altor Fund IV (No.1) AB and Altor Fund IV (No.2) AB (together “Altor”), and Nyrensten Global Holding AB (“Founders”), believe that now is an appropriate time to strengthen RevolutionRace’s profile through a listing of the Company’s shares on Nasdaq Stockholm. The Board of Directors believes that a listing on Nasdaq Stockholm can increase the knowledge and awareness of the Company and its products, strengthen RevolutionRace’s profile vis-à-vis investors and customers and strengthen its ability to attract and retain key personnel and other qualified employees. The purpose of the Offering and the Listing on Nasdaq Stockholm is to diversify RevolutionRace’s ownership base and give the Company access to the Swedish as well as the international capital markets. In addition, the Offering makes it possible for Selling Shareholders to sell part of their current shareholding and create a liquid market for the shares. The Founders and Altor will retain a majority of their respective holdings and will thereby remain as committed shareholders and continue to contribute to the future development of the Company.

Nasdaq Stockholm’s listing committee has made the assessment that RevolutionRace fulfils the applicable listing requirements. Nasdaq Stockholm will approve an application for admission to trading of the Company’s shares on Nasdaq Stockholm, provided that certain customary conditions are fulfilled, among them that the Company submits such an application and fulfils the distribution requirement. The Listing is expected to be completed during the second quarter of 2021.

Comment from Pernilla Nyrensten, co-founder and CEO of RevolutionRace:

“Now we commence on a new and exciting chapter for Revolution Race, a journey which started in my father’s garage. We founded RevolutionRace with a clear ambition of creating high quality, colourful, and reasonably priced outdoor products of unmatched product value in terms of price, quality, and design. By listening to the customers, capturing their needs and expectations, being close to them on social platforms and thereby giving them a customer experience beyond the norm, we have succeeded in breaking new ground and together we have built a strong, globally growing, and profitable digital D2C brand. Having satisfied customers in approximately 35 countries is both fantastic and important to us. Together with all our competent and dedicated co-workers, we are ready to take the next step in our company’s journey. The Listing on Nasdaq Stockholm is another milestone in our ambition to, together with our customers, create one of the world’s most recommended brands for functional active lifestyle apparel.”

Comment from Paul Fischbein, Charman of the Board of RevolutionRace:

“Under the leadership of CEO Pernilla Nyrensten and with Niclas Nyrensten’s feel for the products, RevolutionRace has become a fast-growing brand appreciated by a wide audience. The strong development within e-commerce, combined with a very scalable digital D2C model, speaks to very good conditions for future profitable growth. The Company has, with Pernilla as CEO, already accomplished much, but there are still major opportunities to develop the company further. The Board of Directors believes that this is the time for RevolutionRace to take the steps towards a listing. I, together with the Board of Directors and management, very much look forward to further developing the company, and I am happy to give a wider group of shareholders the opportunity to come along on an exciting journey.”

Comment from Niclas Nyrensten, co-founder and Creative Director of RevolutionRace:

“I am incredibly proud over what Pernilla and I have created together with our incredible colleagues at RevolutionRace. We develop products of the highest possible quality with an incredible fit at reasonable prices, designed for everything from trekking and mountain-climbing to functional apparel for an urban lifestyle. Thanks to a close collaboration with our customers, where more than 245,000 reviews guide us, we will be able to continue to create fantastic products inspiring more people to explore and enjoy our wonderful nature.”

Comment from Andreas Källström Säfweräng, Board member RevolutionRace, and Partner at Altor Equity Partners:

“Since our investment in RevolutionRace in 2017, we have worked very closely with the management and founders. Pernilla Nyrensten has been and is instrumental as CEO of the Group, while Niclas Nyrensten successfully manages the product assortment and the creative work. It is our belief that RevolutionRace today is one of the most successful digital D2C companies in the world, and we look forward to continue supporting the company as a significant shareholder.”

The Offering in brief

Should the Company proceed with the Listing, the Offering is expected to include the following:

• An offering to the general public in Sweden
• An offering to institutional investors in Sweden and abroad

The offer to institutional investors will only be made to (i) certain institutional investors outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”); and (ii) in the United States only those reasonably believed to be Qualified Institutional Buyers (“QIBs”) as defined in, and in reliance on, Rule 144A under the U.S. Securities Act and Qualified Buyers as defined by the at any time applicable U.S. Investment Company Act of 1940 (the “U.S. Investment Company Act”).

The Offering is expected to consist of existing shares in the Company, offered by Altor and the Founders (together the “Selling Shareholders”). The shares offered by Altor are also expected to include a minor sale of existing shares by and for other shareholders in the Company, including members of the Board of Directors and members of Executive Group Management, who will reinvest the majority portion of their holdings through exercise of warrants in conjunction with the Offering and, in some cases, for acquisitions of new warrants. Immediately before the Offering, Altor will hold approximately 61 per cent of the shares, Nyrensten Global Holding will hold approximately 34 per cent of the shares, and other shareholders will hold approximately 5 per cent of the shares.

Full terms, conditions and instructions for the Offering will be included in the prospectus intended to be published by the Company in connection with the Listing. The prospectus will, if published, be available at RevolutionRace’s website, corporate.revolutionrace.com.

About RevolutionRace

RevolutionRace offers high-quality functional apparel for people with an active lifestyle. The Company was founded in 2013 by Pernilla Nyrensten, CEO, and Niclas Nyrensten, Creative Director. Since its inception, the founders have had the goal of creating multifunctional apparel with great fit, in the highest quality and at reasonable prices under the tag line "Nature is our playground". By selling apparel online, directly to consumers without unnecessary intermediaries, RevolutionRace believes it can offer products that have an unmatched value in terms of price, quality, and design. Together with its customers, the Company has grown rapidly and is selling its products to approximately 35 countries.

RevolutionRace has shown a strong financial development of profitable organic growth, and increased net sales from MSEK 284.5 during the financial year ended 30 June 2019 to MSEK 731.9 during the twelve-month period ended 31 March 2021, equivalent to a CAGR of 71.6 per cent. During the nine-month period ended 31 March 2021, RevolutionRace’s net sales amounted to MSEK 623.4 with an adjusted EBIT of MSEK 173.2, equivalent to an adjusted EBIT-margin of 27.3 per cent.

Financial overview

RevolutionRace believes that it is well positioned to continue gaining market shares in Europe and the rest of the world. RevolutionRace expects that net sales growth for the fourth quarter of 2020/21 as a whole will amount to at least 150 percent compared with the fourth quarter of 2019/20 when net sales amounted to MSEK 108.6. For the month of April 2021, net sales amounted to MSEK 97.6, corresponding to an increase by 116.5 percent compared with April 2020 when net sales amounted to MSEK 45.1.

Strengths and competitive advantages

RevolutionRace believes that it has a number of strengths and competitive advantages, which the Company considers to have contributed to the positive historical development and which are expected to allow for future ability to achieve long-term strategic and financial targets. These include the following:

• first-mover** in a large global market which is transitioning to online and D2C;
• high-quality and functional products at what the Company believes to be an unmatched product value in terms of price, quality and design;
• competitive marketing strategy and spreading of the brand on social media and customer engagement that challenges traditional retailers;
• strong financial track-record with a combination of high growth, high profitability and strong cash conversion; as well as
• strong and agile corporate culture – led by founder and CEO of the Group Pernilla Nyrensten

Financial targets and dividend policy

RevolutionRace’s Board of Directors has adopted the following financial targets.

• Growth: RevolutionRace’s target is net sales of at least SEK 2 billion in the financial year 2023/24.
• Profitability: RevolutionRace’s target is to maintain an annual EBIT margin of at least 25 per cent.
• Dividend policy: RevolutionRace intends to distribute excess capital to shareholders, while considering long-term financial robustness, growth opportunities and strategic initiatives. Subject to these considerations, RevolutionRace intends to distribute 40–60 per cent of the annual net profit.

Advisors

ABG Sundal Collier AB and Carnegie Investment Bank AB (publ) are acting as Joint Global Coordinators and Joint Bookrunners. Nordea Bank Abp, filial i Sverige is Joint Bookrunner. Mannheimer Swartling Advokatbyrå is acting as legal advisor to the Company and Altor. Advokatfirman Vinge is acting as legal advisor to the Joint Global Coordinators and Joint Bookrunners.

For more information, please contact:

Pernilla Nyrensten
CEO
E-mail: pernilla.nyrensten@revolutionrace.se

Jesper Alm
CFO
E-mail: jesper.alm@revolutionrace.se

Annika Billberg
Head of IR & Communication
Tel: +46 702-67 97 91
E-mail: annika.billberg@revolutionrace.se

Requests from media relating to interviews etc. are directed to Annika Billberg.

IMPORTANT INFORMATION

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by RVRC Holding AB (publ) (the “Company”) in any jurisdiction where such offer or sale would be unlawful.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). A prospectus prepared pursuant to the Prospectus Regulation is expected to be published and will, if published, be available on the website of the Company, corporate.revolutionrace.com. Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State, other than Sweden, this communication is only addressed to, and is only directed at, qualified investors in that Member State within the meaning of the Prospectus Regulation.

This announcement and the information contained herein are not for distribution in or into the United States of America. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. 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.

In the United Kingdom, this announcement 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 announcement relates is available only to, and will be engaged in only with, qualified investors (as defined in the Prospectus Regulation) and who are (i) investment professionals falling 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 announcement 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 communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

This announcement may contain forward-looking information. Forward-looking information is all 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 information in this announcement is based upon various assumptions, many of which are based, in turn, upon further assumptions. 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 the Company’s control. 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 information. The Company does not guarantee that the assumptions underlying the forward-looking information in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this release or any obligation to update or revise the information in this release to reflect subsequent events. Undue reliance should not be placed on the forward-looking information in this announcement. The information, opinions and forward-looking information contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking information to reflect events that occur or circumstances that arise in relation to the content of this announcement.

* Direct-2-consumer
** "First mover" refers to the benefits enjoyed by the first players to enter the market with certain distinctive features