LOOKING TOWARDS THE FUTURE

Duell’s rights offering

SUBSCRIPTION PERIOD 7.–21.12.2023

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.

From the Chair of the Board

"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

From the CEO

“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

Duell Plc Company webcast (in Finnish)

11 December, 2023 at 17.00 EET

Read the rights offering’s marketing brochure (in Finnish)

*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.

Why invest in Duell?

Duell believes that its key strengths and competitive advantages include:

1. Duell is Well Positioned in a Large and Relatively Stable Market add

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.

2. One of the Leading Distributors in the Nordics and the Baltics with a Growing Presence in the Rest of Europe add

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. 

3. Broad Portfolio of Renowned Brands add

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.

4. Strong Value Proposition to Brands and Dealers add

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.

5. Duell Has a Strong and Stable Position in Key Sales Channels add

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.

6. Duell Has Control over Critical Parts of the Value Chain add

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.

7. Skilled, Experienced and Passionate Management Team and Personnel add

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.

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Rights offering in brief

  • 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.

These are the options to participate

  • 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.

REMEMBER TO ACT IN TIME!

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.

Rights Issue Calculator

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

Q&A

Q: What is the purpose of Duell’s rights offering and how will the proceeds be used? add

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.

Q: Have shareholders of Duell committed in advance to subscribe for shares in the offering? add

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.

Q: How many offer shares can I subscribe for based on my current share ownership? add

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.

Q: Who has the right to participate in the rights offering? add

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.

Q: What is the subscription price of a share? add

The subscription price is EUR 0.02 per offer share.

Q: What is the price of a subscription right? add

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.

Q: How can I purchase or sell subscription rights? add

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.

Q: What does a secondary subscription mean? add

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.

Q: Are there any expenses related to subscribing for shares? add

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.

Q: How do I subscribe for shares with subscription rights? add

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.

Q: What happens if I do not use my subscription right? add

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.

Q: Can subscriptions be cancelled? add

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.

Q: When will I have the shares on my book-entry account and when does trading begin? add

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.

Q: Where can I find more information? add

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.

Important dates

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

Releases

Further information

Pellervo Hämäläinen, communications and investor relations
+358 40 674 5257
pellervo.hamalainen@duell.eu
Duell Oy
Kauppatie 19, 65610, Mustasaari
www.duell.fi/fi/