Regulatory press release

Kjell Group publishes final outcome of fully guaranteed rights issue

2025-04-02 17:35

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF KJELL GROUP AB (PUBL).

The subscription period for Kjell Group AB (publ)’s (“Kjell Group” or the “Company”) rights issue of approximately SEK 199.1 million (the “Rights Issue”) ended on 1 April 2025. The outcome of the Rights Issue shows that 27,806,211 shares have been subscribed for by exercise of subscription rights. The remaining 230,151 shares have been allotted to persons who have subscribed for shares without subscription rights. The Rights Issue is therefore fully subscribed.

The subscription price in the Rights Issue has been set at SEK 7.10 per share in Kjell Group.
The outcome shows that 27,806,211 shares, corresponding to approximately 99.2 percent of the shares offered in the Rights Issue, have been subscribed for by virtue of subscription rights. The remaining 230,151 shares have been allotted to those who have subscribed for shares without exercise of subscription rights according to the principles outlined in the prospectus, corresponding to approximately 0.8 percent of the shares offered in the Rights Issue. The Rights Issue is therefore fully subscribed and guarantee undertaking have not been utilised.
Allotment of shares subscribed for without subscription rights has been made in accordance with the principles described in the prospectus. As confirmation of allotment of new shares subscribed for without subscription rights, a contract note will be sent to those who have been allotted shares, which is expected to take place on or about 3 April 2025. No notice will be sent to those who have not been allotted shares. Subscribed and allotted shares must be paid for in cash in accordance with the instructions on the contract note. Nominee-registered shareholders will receive notice of allotment and payment in accordance with the procedures of each nominee.
As a result of the Rights Issue, Kjell Group will receive proceeds amounting to approximately SEK 199.1 million prior to deduction of issue costs. Through the Rights Issue, the Company’s share capital will increase by SEK 463,324.94, from SEK 514,805.50 to SEK 978,130.44, and the number of shares in Kjell Group will increase by 28,036,362 shares, from 31,151,514 shares to 59,187,876 shares.
New shares subscribed for with subscription rights are expected to be registered with the Swedish Companies Registration Office (the “SCRO”) around 7 April 2025. Trading in new shares subscribed for with subscription rights is expected to commence around 10 April 2025.
New shares subscribed for without subscription rights are expected to be registered with the SCRO on or about 9 April 2025. Trading in new shares subscribed for without subscription rights is expected to commence around 10 April 2025.
The last day of trading in paid subscribed shares (BTA) is expected to be 4 April 2025.

About Us

Kjell Group offers one of the most comprehensive assortment of electronic accessories on the market. The company operates online in Sweden, Norway, and Denmark, as well as through 145 service points, including 114 in Sweden and 31 in Norway. Headquartered in Malmö, the company generated SEK 2.6 billion in revenue in 2024.

With Kjell & Company’s customer club, which boasts over 3 million members, and its Danish subsidiary AV-Cables, the Group has a unique understanding of people’s technology needs. Approximately 1,350 employees work every day to improve lives through technology.

Learn more at kjell.com or kjellgroup.com

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The information was submitted for publication, through the agency of the contact person above, at 17:35 CEST on 2 April 2025.

IMPORTANT INFORMATION

This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.

None of the securities referred to herein have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable other securities laws. There will not be any public offering of any of the securities in the United States.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in Kjell Group AB (publ). Any offer in respect of any of the Securities will only be made through the prospectus that Kjell Group AB (publ) expects to publish in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

Carnegie Investment Bank AB (publ) is acting for Kjell Group AB (publ) in connection with the Rights Issue and no one else and will not be responsible to anyone other than Kjell Group AB (publ) for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

This press release contains forward-looking statements that reflect Kjell Group AB (publ)’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect Kjell Group AB (publ)’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, Kjell Group AB (publ) does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

The securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or Switzerland and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public in to subscribe for or acquire the securities mentioned in this press release other than in Sweden.

In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.