RevolutionRace publishes prospectus and announces the price for its initial public offering on Nasdaq Stockholm

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On 31 May 2021, 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, announced its intention to launch an initial public offering of its shares on Nasdaq Stockholm (the “Listing” or the “Offering”). Today, RevolutionRace publishes its prospectus and the price for the Offering. The first day of trading is expected to be 16 June 2021. Funds and accounts under management by direct and indirect investment management subsidiaries of BlackRock, Inc., Funds managed and advised by Capital World Investors, Handelsbanken Fonder AB on behalf of investment funds under management, Lancelot Asset Management AB, Ophir Asset Management Pty Ltd and Swedbank Robur Fonder have, subject to customary conditions, committed to acquire shares in the Offering to an aggregate value of MSEK 1,400.

The Offering in brief

• The final price in the Offering is set to SEK 75 per share (the ”Offering Price”), corresponding to a total market value of all outstanding shares in the Company of MSEK 8,469¹.
• The Offering will comprise 32,855,734 existing shares in RevolutionRace, corresponding to 29.1 percent¹ of the shares and votes in the Company after the completion of the Offering.
• The Offering will comprise existing shares offered by Altor Fund IV (No.1) AB and Altor Fund IV (No.2) AB (together “Altor”) and Nyrensten Global Holding AB (“Founders”) (together the “Selling Shareholders”). The Offering also includes a minor sale of existing shares by and on behalf of other shareholders in the Company, including members of the Board of Directors and members of the Executive Group Management, partly to cover the costs for exercise of warrants in conjunction with the Offering and, in particular cases, for purchases of new warrants.
• In order to cover any over-allotment in relation to the Offering, Altor has committed to sell up to an additional 15 percent of the number of shares in the Offering (the “Over-Allotment Option”), corresponding to 4,928,360 shares.
• Provided that the Over-Allotment Option is exercised in full, the Offering will comprise 37,784,094 shares, corresponding to approximately 33.5 percent¹ of the shares and votes in RevolutionRace after the completion of the Offering.
• Provided that the Offering is fully subscribed, the total value of the Offering will amount to MSEK 2,464, and approximately MSEK 2,834 if the Over-Allotment Option is exercised in full.
• The shares will be offered to the general public in Sweden and to institutional investors in Sweden and abroad.
• Funds and accounts under management by direct and indirect investment management subsidiaries of BlackRock, Inc., Funds managed and advised by Capital World Investors, Handelsbanken Fonder AB on behalf of investment funds under management, Lancelot Asset Management AB, Ophir Asset Management Pty Ltd and Swedbank Robur Fonder have, subject to customary conditions, committed to acquire shares in the Offering corresponding to an aggregate value of MSEK 1,400. These commitments represent 16.5 percent² of the outstanding shares in the Company, and approximately 49.4 percent of the shares in the Offering if the Over-Allotment Option is exercised in full.
• The Founders have committed to a lock-up period of 1,080 days with respect to 20 percentage points of their holdings (corresponding to 20 per cent² of the total number of shares and votes in the Company), with the remainder of their holdings being subject to a lock-up period of 360 days from the first day of trading. Current and former shareholding members of the Board of Directors and shareholding employees in the Group, among them the Company’s Executive Group Management, will commit to a lock-up period of 360 days from the first day of trading. The Company and Altor will commit to a lock-up period of 180 days.
• The application period for the general public in Sweden and institutional investors is expected to be 8–15 June 2021.
• The first day of trading on Nasdaq Stockholm is expected to be 16 June 2021 and the shares will trade under the trading symbol (ticker) “RVRC”.
• A prospectus (in Swedish with an English translation), containing the complete terms and conditions of the Offering, will be published today on RevolutionRace’s website (corporate.revolutionrace.com), ABG Sundal Collier’s website (www.abgsc.com), Carnegie’s website (www.carnegie.se) and Nordnet’s website (www.nordnet.se).

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

“We are experiencing great interest in our company among both institutional investors and the general public, which is of course extremely gratifying. RevolutionRace is a leading brand of multifunctional apparel for an active lifestyle, with a scalable digital D2C business model, and is therefore an attractive investment opportunity. I look forward to welcoming new owners through the listing and today we are proud to publish our prospectus. Together with our customers, employees, new and existing shareholders, we will create the world's most recommended outdoor brand.”

Background and reasons for the Listing and the Offering

The Board of Directors of RevolutionRace, together with the Selling Shareholders, 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 after the Offering and continue to contribute to the future development of the Company.

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 percent. During the twelve-month period ended 31 March 2021, RevolutionRace’s adjusted EBIT amounted to MSEK 196.2, equivalent to an adjusted EBIT margin of 26.5 percent.

Prospectus and application

A prospectus (in Swedish with an English translation), containing the Offering’s complete terms and conditions, will be published today on RevolutionRace’s website (corporate.revolutionrace.com), ABG Sundal Collier’s website (www.abgsc.com), Carnegie’s website (www.carnegie.se) and Nordnet’s website (www.nordnet.se).

Preliminary timetable

Stabilisation measures

In connection with the Offering, Carnegie Investment Bank AB (publ) (“Carnegie”) may effect transactions aimed at supporting the market price of the share at levels above those which might otherwise prevail on the market. Such stabilisation transactions may be effected on Nasdaq Stockholm, 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 Stockholm and ending no later than 30 calendar days thereafter. Stabilisation transactions aims at supporting the market price of the securities during the stabilisation period. Carnegie is not required to undertake any stabilisation transactions and there is no assurance that stabilisation will be undertaken. Stabilisation, if undertaken, may be discontinued at any time. In no event will stabilisation transactions be effected at levels above the Offering Price. Carnegie shall, no later than by the end of the seventh trading day after stabilisation transactions have been undertaken, disclose information about the stabilisation transactions in accordance with Article 5(4) in the Market Abuse Regulation (EU) 596/2014. Carnegie will, within one week of the end of the stabilisation period, make public whether or not stabilisation transactions were undertaken, the date at which the stabilisation transaction was undertaken, including the date at which stabilisation last occurred and the price range within which stabilisation transactions were carried out, for each of the dates during which stabilisation transactions were carried out.

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 & Communications
Tel: 0702-67 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.

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”). 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.

1) Provided that all outstanding warrants are exercised for subscription of new shares in the Company in conjunction with the completion of the Offering.