The company aims to raise gross proceeds of approximately EUR 20.2 million. The objective of the offering is to strengthen Duell’s capital structure and to ensure its ability to implement its strategy in the current operating environment.
Duell is one of the leading Powersports Aftermarket distributors in the Nordics with a growing presence also in the rest of Europe. Duell’s offering covers motorcycle, snowmobile, bicycle and marine products, including technical and spare parts and personal equipment (for example clothing and accessories), and all-terrain vehicle products (ATV) to dealers across several markets in Europe.
"Duell’s market environment is changing. Now is the time to look at the company's business and its future from new perspectives. The company's focus has shifted from strong growth to strengthening profitability and the balance sheet as a result of the weak market situation. The time for acquisition-driven growth will come again later as the market strengthens. We are very confident in Duell's ability to execute its strategy and the planned rights offering will play a key role in achieving these objectives. I would like to thank our main shareholders for their commitment to the rights offering and to our company already at this stage."
Anna Hyvönen,
Chair of the Board
“The 2023 financial year - Duell's 40th anniversary year - proved to be one of the most challenging in our history. Overall uncertainty and accelerating inflation put a negative pressure on market growth. Because we wanted to ensure product availability to retailers following the covid pandemic, inventory levels were exceptionally high at the beginning of the financial year. At the same time, retailers were trying to reduce their own inventory levels. Our key objective for 2023 was to reduce our inventories and net debt and we reduced our net working capital by approximately EUR 8 million. In order to adjust operational operating expenses to lower than expected demand and turnover, we have undergone significant efficiency measures. During the 2024 financial year, we will focus on improving profitability, operational efficiency and optimising net working capital."
Jarkko Ämmälä,
CEO
*This is not a prospectus approved by the Financial Supervisory Authority. The information contained in the marketing brochure is based on a prospectus prepared by Duell, which should be read by those considering an investment before making an investment decision in order to understand the potential risks and benefits associated with an investment decision.
View the Offering circular here.
Duell believes that its key strengths and competitive advantages include:
Duell determines its main addressable market to consist of the onroad motorcycle and offroad motorcycle spare parts, accessories and gear market segments in Europe, which it estimates to be worth approximately EUR 6 billion in 2023. According to Duell, the Powersports Aftermarket is relatively stable in cyclical downturns and highly unexpected events, such as the COVID‑19 pandemic, due to the large existing motorcycle fleet and rider base. Duell believes that its main addressable market is undergoing a gradual shift from traditional brick‑and‑mortar shopping to online shopping. As one of Duell’s strategic priorities is being a trustworthy partner for online dealers, Duell is well‑positioned to benefit from the expected growth in online shopping. Duell also believes that the role of large distributors will increase in the coming years.
Duell is, according to its estimate, a leading distributor in the Powersports Aftermarket in the Nordics and the Baltics, that forms a solid foundation for its operations and provides it with pricing and negotiation power with suppliers and customers as well as scale benefits. Duell believes that it is one of the few companies in its industry in Europe that are truly international players with a broad product offering and that it has potential to further grow in Europe in accordance with its growth strategy. Duell plans to focus on further accelerating its growth in the markets outside the Nordics and aims as part of its long‑term strategy to be an active player in the consolidation of the market.
As at August 31, 2023, Duell’s brand portfolio, including both third‑party and own brands, consisted of more than 550 brands. The brand portfolio has expanded significantly through acquisitions, and Duell intends to manage and optimize its brand coverage in accordance with its brand strategy. Duell believes that dealers prefer distributors that are capable of stocking and supplying a broad one‑stop‑shop offering of brands. Maintaining an extensive coverage of relevant brands is a competitive advantage in acquiring new customers and retaining old ones and Duell’s extensive one‑stop‑shop brand portfolio makes Duell an attractive partner for dealers. Furthermore, Duell believes that its extensive one‑stop‑shop brand portfolio and well‑stocked unique offering and broad brand offering might lead to dealers favoring Duell over distributors that are unable to supply brands exclusively offered by Duell.
Duell aims to maintain a solid network designed to support every aspect of its operations: from purchasing and warehousing to logistics and sales. According to Duell, many brands and manufacturers do not have the necessary resources to distribute their products to dealers or end customers cost efficiently, and brands and manufactures benefit from Duell’s scale and access to markets that they would otherwise have difficulty reaching. Duell believes that it is also a valuable partner for dealers as it consolidates a highly fragmented market of suppliers. Duell’s overall sales strategy is to provide dealers a broad and significant product offering at competitive prices with a one‑stop‑shop approach, efficient electronic ordering process and stock availability and strategically placed warehouses that enable fast and reliable deliveries. Duell believes that the most important way to bring value to both directions of the value chain (i.e., to both brand owners and dealers) is through economies of scale and quality service to both brand owners and customers.
Duell has a wide customer base in the Nordics and rest of Europe and it has approximately 8,500 active customers. Duell’s customer base is diverse and highly fragmented with customers comprising offline dealers (i.e., retail shops, specialty shops, repair shops and powersport manufacturers) and online dealers. Duell is not dependent on any specific customer or group of customers. Of Duell’s net sales for the financial year ended August 31, 2023, approximately 20 percent was generated by ten of Duell’s largest customers and approximately 10 percent by its top two largest customers in total. Duell’s value proposition to both offline and online channels has been tailored to meet different channel needs. Duell has gained experience in meeting the requirements of various sales channels via its long-standing customer relationships and strong market presence. Share of online stores of Duell’s net sales was EUR 29,302 thousand for the financial year ended August 31, 2023, representing 24.7 percent of Duell’s net sales.
Duell has a diversified supplier base and a purchasing process to cater to the demand and needs of its customers. Duell has in-house capabilities and control over purchasing, warehousing, logistics, pricing, and sales in the value chain. Agile logistics and optimized delivery enable deliveries within 24 hours for approximately 95 percent of the products distributed by Duell in countries where Duell has its own logistics centers. Duell believes its operational set up enables it to operate as one of the leading distributors in the Nordics and the Baltics.
Duell’s management team has extensive understanding of the powersports aftermarket as well as operational, managerial and financial experience within various other industries. Duell’s management team also has significant experience in executing acquisitions and integrating acquired businesses. Employee turnover is low and share of powersports enthusiasts is high. The strong commitment, powersports background and long experience of Duell’s personnel supports Duell’s key strategic objectives to become the best partner for dealers and brand owners throughout Europe and strengthen its market position in the existing markets where Duell operates.
Duell aims to raise gross proceeds of approximately EUR 20.2 million and net proceeds of approximately EUR 17.7 million by offering up to 1,008,000,642 offer shares for subscription in the offering.
The objective of the offering is to strengthen Duell’s capital structure and to ensure its ability to implement its strategy in the current operating environment shaped by the high inflation, weakened customer demand and generally lower market activity following the Russian invasion of Ukraine. Following the aforementioned changes in the operating environment, Duell’s profitability has decreased and subsequently its net debt to adjusted EBITDA ratio has increased. The Offering is further aimed at facilitating the payment of the deferred purchase price relating to the acquisition of TranAm. Through the Offering, the company seeks to strengthen its balance sheet and financial position in order to allow the company to better manage its financial liabilities and to strengthen the profitability and cash flows. The objective of the offering is also to facilitate the execution of the company’s strategy of aiming to expand the operations in Europe, improve position of the online business and develop the brand portfolio.
The record date of the offering is December 4, 2023. Shareholders who are registered in Duell’s shareholders’ register maintained by Euroclear Finland Oy on the record date will receive one (1) subscription right in the form of a book-entry for each existing share of the company owned by the shareholder on the record date.
Each one (1) subscription right entitles its holder to subscribe for thirty-three (33) offer shares at the subscription price.
The subscription price is EUR 0.02 per offer share.
HC DL Holding Ltd (a wholly-owned subsidiary of Hartwall Capital Ltd), Sponsor Fund IV Ky (a fund managed by Sponsor Capital Oy) and certain companies controlled by persons involved in the operations of Sponsor Capital Oy, representing in aggregate approximately 37.5 percent of the existing shares, have each separately and irrevocably committed to subscribe for the pro rata amount of the offer shares based on the subscription rights allocated in the offering, and to pay the subscription price for such offer shares (either by itself and/or on behalf of its controlled entity) under certain customary conditions.
HC DL Holding Ltd has entered into an advance guarantee undertaking with Duell pursuant to which it has committed, subject to certain terms and conditions, to subscribe for the offer shares that may remain unsubscribed for in the offering, up to a maximum of EUR 13.6 million, in addition to the offer shares that are covered by its subscription commitment.
The subscription period for the rights offering starts on 7 December 2023 at 9.30 a.m. Finnish time and ends on 21 December 2023 at 4.30 p.m. Finnish time.
You may use your subscription rights to subscribe for offer shares.
You may purchase more subscription rights or sell some or all of your subscription rights on the First North Growth Market.
If you are not yet a shareholder of Duell, you may purchase subscription rights and use them to subscribe for offer shares.
Without subscription rights, you may also submit an order to subscribe for any offer shares that have not been subscribed for pursuant to the subscription rights.
In order for the possible value of the subscription rights not to be lost, you must either subscribe for offer shares with your subscription rights at the latest on 21.12.2023 according to the instructions of your account operator, custodian or nominee; or sell your unused subscription rights at the latest on 15.12.2023.
With this calculator, you can easily calculate the amount of your potential subscription based on your current number of shares.*
- subscription rights entitle to subscribe for offer shares in the rights offering
- shares
Total subscription price for the offered shares that you are entitled to subscribe for in accordance with your subscription rights
- euros
The company aims to use the net proceeds received from the offering to strengthen its balance sheet, to pay out the deferred purchase price relating to the acquisition of TranAm, and to facilitate the execution of the company’s strategy of aiming to expand the operation in Europe, improve the position of online business and develop the brand portfolio. The company’s intention is to prioritize current internal efficiency measures to ensure improved profitability and efficient net working capital, and it will not prioritize larger acquisition opportunities until the operating environment is more supportive for them.
Hartwall Capital, Sponsor Capital and certain companies controlled by persons involved in the operations of Sponsor Capital Oy, representing in aggregate approximately 37.5 percent of existing shares, have each separately and irrevocably committed to subscribe for the pro rata amount of the offer shares based on the subscription rights allocated in the offering, and to pay the subscription price for such offer shares under certain customary conditions.
Hartwall Capital has entered into an advance guarantee undertaking with Duell pursuant to which it has committed, subject to certain terms and conditions, to subscribe for the offer shares that may remain unsubscribed for in the offering, up to a maximum of EUR 13.6 million, in addition to the offer shares that are covered by its subscription commitment.
Shareholders who are registered in Duell’s shareholders’ register on the
record date will receive one (1) subscription right in the form of a book-entry for each
existing share of the company owned by the shareholder on the record date.
Each one (1) subscription right entitles its holder to subscribe for thirty-three (33) offer shares at the subscription price.
As a Duell shareholder, you will receive subscription rights to your book-entry account. You can use your subscription rights to subscribe for the offer shares. If you are not yet a Duell shareholder, you can buy subscription rights and use them to subscribe for the offer shares. Without subscription rights, you can also submit orders to subscribe for any offer shares that have not been subscribed for pursuant to the primary subscription right.
The subscription price is EUR 0.02 per offer share.
The price of subscription rights is affected by many factors and will be determined according to supply and demand in the First North Growth Market.
As a shareholder, you will receive subscription rights in the form of book-entry to
your book-entry account.
The subscription rights will be publicly traded on the Nasdaq First North Growth Market Finland on the indicated date. At that time, they can be sold or bought by placing a sell or purchase order with your own book-entry account operator, custodian or securities broker.
Secondary subscription means subscription for offer shares without subscription rights. A subscription order can be made for shares that have not been subscribed for pursuant to the primary subscription right. Subscription can be done by submitting a subscription order and simultaneously paying the subscription price in accordance with the instructions provided by account operator or custodian.
No fees, expenses or transfer tax will be charged for the subscription using subscription rights. Account operators, custodians or securities brokers who execute subscription assignments relating to the subscription rights may charge a commission in accordance with their own tariffs.
As a shareholder, you will receive subscription rights in the form of book-entry to
your book-entry account.
You can use the subscription rights you have received to fully or partially subscribe for offer shares. You will receive instructions on how to make a subscription from your account operator or custodian at the start of the subscription period. If you have purchased subscription rights on the First North Growth Market, please contact your account operator or custodian for subscription instructions. The shares must be paid for then subscribing.
If you do not exercise your subscription rights within the subscription period, the rights will expire without any compensation, and they will be removed from your book-entry account without notification or compensation.
Subscriptions are binding, and they are irrevocable and may not be modified or cancelled other than in cases described in the terms and conditions of the rights offering.
The shares subscribed for will be recorded on your book-entry account as interim shares. Trading with the interim shares on the First North Growth Market, as a separate class of securities, is expected to take place during the period from and including December 8, 2023, up to and including January 2, 2024, under the trading code DUELLN0123. The interim shares are combined with the existing shares of the company after the offer shares have been registered with the trade register. The combination is expected to occur on or about January 3, 2024. Trading in the offer shares registered with Euroclear Finland commences on the Nasdaq First North Growth Market on or about January 3, 2024.
An English translation of the Finnish language rights offering prospectus (i.e., the offering circular) and further information are available in English on this website investors.duell.eu/rightsoffering_2023. You may also request further information from your account operator.
Record date of the offering | December 4, 2023 |
Subscription period of the offering commences | December 7, 2023 |
Trading in the subscription rights commences on the First North Growth Market | on or about December 7, 2023 |
Trading in the interim shares commences on the First North Growth Market | December 8, 2023 |
Trading in the subscription rights ends on the First North Growth Market | December 15, 2023 |
The subscription period of the Offering ends and unexercised subscription rights expire without value | December 21, 2023 |
Announcement of the preliminary results of the offering | on or about December 27, 2023 |
Annoucement of the final results of the offering | on or about December 29, 2023 |
Trading in the interim shares ends on the First North Growth Market | on or about January 2, 2024 |
The offer shares are registered in the Trade Register | on or about January 2, 2024 |
The offer shares subscribed for in the offering will be recorded in the book-entry accounts of investors | on or about January 3, 2024 |
Trading in the offer shares commences on the First North Growth Market | on or about January 3, 2024 |
Pellervo Hämäläinen, communications and investor relations
+358 40 674 5257
pellervo.hamalainen@duell.eu
Duell Oy
Kauppatie 19, 65610, Mustasaari
www.duell.fi/fi/