Carnegie Joint Global Co-ordinator and Joint Bookrunner in the IPO of Boozt AB on Nasdaq Stockholm
Boozt is a leading , fast-growing and profitable Nordic technology company selling fashion online. The Company offers its customers a curated and contemporary selection of fashion brands, relevant to a variety of lifestyles, mainly through its multi-brand webstore Boozt.com. The Company’s webstores attract more than five million sessions per month as a result of a convenient shopping experience with high service levels (including consistent user experiences across both mobile devices and desktop), quick deliveries and easy returns. Boozt targets Nordic fashion followers, primarily consumers aged 25-54 that value convenience in their customer experience and which tend to generate a high average order value (“AOV”).
The Company operates a tailor-made, integrated technology platform that enables the Company to manage the customer experience and to accommodate further growth. Fulfilment is executed through the automated fulfilment centre, strategically located in Ängelholm, with a total area of 43,500 m2 (77,000 m2 at maximum build-out), 130 picking robots and a current capacity exceeding 450,000 stock keeping unit locations, that enable next-day delivery to many Nordic areas.
Boozt has a strong track-record of growth, mainly driven by the fast evolution of Boozt.com, which grew net revenue by a CAGR of 69 per cent between 2014 and 2016, with gradually improving profitability. Boozt’s strong online market position and its competitive customer offering have enabled Boozt to attract new customers and increase the number of orders from returning customers. The Company, which is headquartered in Malmö, has run current operations since 2011 and had 193 employees from more than 25 countries as of 31 December 2016.
The Offering in brief
- The Offering is being made to institutional investors internationally and in Sweden, as well as to the general public in Sweden and Denmark.
- The final price in the Offering is expected to be set within the price range of SEK 54 - 63 per share, resulting in a market value of all shares issued by Boozt of approximately SEK 3,088 – 3,544 million. The final price in the Offering to the public will not exceed SEK 63 per share and is expected to be made public on or about 31 May 2017.
- The Offering comprises between 24,013,681 and 24,991,348 shares, of which 6,349,000 – 7,407,000 new shares will be issued by the Company. The remaining 17,584,348 – 17,664,681 existing shares will be offered mainly by Sunstone Technology Ventures Fund II K/S, Verdane Capital VII K/S, ECCO Holding A/S, Sampension KP Livsforsikring A/S and the board member Kent Stevens Larsen (together the “Selling Shareholders”). The Offering of new shares will provide Boozt with gross proceeds of approximately SEK 400 million and net proceeds of approximately SEK 384 million.
- The Offering comprises approximately 42.7 – 43.7 percent of the total number of shares in the Company. The Selling Shareholders has reserved the right to increase the Offering by maximum 8.2 percent of the shares in Boozt. Assuming that the Offering is increased in full and that the Over-allotment Option (as defined below) is exercised in full, the total number of shares comprised by the Offering represents approximately 53.1 – 54.3 percent of the total number of shares in the Company.
- In order to cover any over-allotment in connection with the Offering, the Selling Shareholder will grant the Joint Global Coordinators (as defined below), on behalf of the Managers (as defined below), an option to purchase up to 4,048,931 additional existing shares (the “Over-Allotment Option”), corresponding to up to 15.0 percent of the number of shares in the Offering.
- After completion of the Offering, assuming that the Selling Shareholder increases the Offering in full and the Over-allotment Option is exercised in full, the Selling Shareholders will own approximately 36.5 percent of the Company’s shares, and current members of the Board of Directors and executive management will own approximately 2.9 percent of the Company’s shares, based on an Offering price set at the midpoint of the price range.
- Assuming a full exercise of the Over-Allotment Option, the value of the Offering will amount to approximately SEK 1,779 million corresponding to approximately 53.7 percent of the total number of outstanding shares in Boozt upon completion of the Offering, based on an Offering price set at the midpoint of the price range.
- Ferd AS, Arbejdsmarkedets Tillægspension (ATP), Catella Fondförvaltning AB and Friheden Invest A/S have committed, subject to the fulfilment of certain conditions, to acquire shares in the Offering corresponding to 6.0 percent, 6.0 percent, 3.8 percent and 1.2 percent respectively of the total number of shares in the Company upon completion of the Offering.
- The commitments from the four cornerstone investors amounts to SEK 565 million, corresponding to approximately 39.5 percent of the number of shares in the Offering (approximately 31.7 percent of the number of shares in the Offering assuming a full exercise of the Over-Allotment Option), based on an Offering price set at the midpoint of the price range.
- In the United States, the shares will be sold only to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A or pursuant to another available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended. All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act of 1933, as amended.
- The first day of trading on Nasdaq Stockholm is expected to be 31 May, 2017, and the shares will trade under the symbol “BOOZT”. The expected settlement day of the Offering is 2 June, 2017.
Carnegie acted as Joint Global Co-ordinator and Joint Bookrunner in the transaction.