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Boozt AB (”Boozt” or the ”Company”) is today announcing its intention to carry out a listing of the Company’s shares on Nasdaq Copenhagen in addition to the current listing on Nasdaq Stockholm. Boozt is furthermore considering an offering to the public in Denmark and to institutional investors in connection therewith. If carried out, the listing is expected to occur before the end of the fourth quarter 2020, subject to approval by Nasdaq Copenhagen, fulfilment of other customary listing conditions, as well as prevailing market conditions. Due to this announcement, Boozt changes the date for publication of its Q3 2020 interim report to 5 November 2020.

Hermann Haraldsson, Co-founder & CEO of Boozt:
“Since we launched Boozt.com in 2011 we have come a long way towards our goal of becoming the largest fashion and lifestyle store in the Nordics. However, we have only just started. We are not there yet. A capital raise and a listing on Nasdaq Copenhagen would allow us to take the next step in our journey. We consider ourselves as being an Øresund company, which is why we feel it is natural to be listed in both Sweden and Denmark. This issue will strengthen our position and further position us for attractive opportunities ahead.”

Henrik Theilbjørn, Chairman of the Board of Boozt:
Since the listing on Nasdaq Stockholm in 2017 Boozt has taken several significant steps towards becoming the leading player in Nordic fashion e-commerce by delivering an outstanding online fashion shopping experience and excellent customer service. Through a listing on Nasdaq Copenhagen, the board is confident that Boozt will gain further awareness among the Danish public, broaden its already strong Danish shareholder base and strengthen its readiness to pursue attractive growth opportunities.”

About Boozt
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 web store Boozt.com but also through its online fashion outlet Booztlet.com. The Company’s web stores attract more than 2 million active users 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 and a relevant offer.

The technological infrastructure of the company is own developed and built, allowing for increased control of the customer experience, which is key to the company’s ability to achieve a high customer satisfaction.

Boozt’s strengths and competitive advantages

  • Large Nordic apparel market with strong online momentum
  • Attractive position in a market where scale matters
  • A known and established brand with a large and growing loyal Nordic customer base
  • A highly advanced e-commerce platform using cutting-edge web technologies and infrastructure components
  • Financial track record and profile combining growth and profitability
  • Executive management team with proven track-record of profitable growth
  • A business model with proven resilience and an offering benefiting from global secular trends

Background to the contemplated listing and potential offering
Boozt was listed on Nasdaq Stockholm on 31 May 2017 under the ticker BOOZT with ISIN: SE0009888738. The board of directors and the management of Boozt believe that it is now an appropriate time to broaden the shareholder base and are therefore considering applying for a listing of the shares on Nasdaq Copenhagen in addition to the current listing on Nasdaq Stockholm as well as a potential Danish public offering in DKK. A listing on Nasdaq Copenhagen and an offering are expected to support future growth, provide the Company with improved access to capital markets and establish an even more diversified shareholder base of new Danish and international shareholders. Boozt also expects that a listing on Nasdaq Copenhagen will promote broader awareness among customers and suppliers.

The Company has identified several attractive acquisition opportunities and wants to improve its readiness to finance such acquisitions of both companies and assets that could help strengthen the offering and speed up growth, and intends to use the net proceeds for such purposes if the offering is carried out.

The potential offering
Any offering carried out in connection with the contemplated listing on Nasdaq Copenhagen is expected to be directed to the general public in Denmark as well as to institutional investors in Denmark and in certain other jurisdictions. If resolved, the offering is intended to consist of up to 5,737,085 new ordinary shares (corresponding to up to approx. 10% of the number of ordinary shares in the Company) and will be resolved by the Board of Directors utilizing the authorisation from the extraordinary general meeting on 1 July 2020. If the contemplated offering and listing is completed, newly issued and existing ordinary shares will be admitted to trading on both Nasdaq Copenhagen and Nasdaq Stockholm.

Danske Bank is acting as Sole Global Coordinator and Bookrunner. Setterwalls Advokatbyrå AB together with Gorrissen Federspiel Advokatpartnerselskab are acting as legal advisors to the Company and DLA Piper is acting as legal advisor to the Sole Global Coordinator and Bookrunner.

If Boozt proceeds with the contemplated offering and listing on Nasdaq Copenhagen, the Company will publish a prospectus including the terms of the offering which will be made available on the Company’s website. Other announcements relating to the contemplated offering and listing on Nasdaq Copenhagen will be made in due course.

Change in the publication schedule of the Third Quarter report and financial results
Boozt changes the date for the publication of the interim report for the third quarter of 2020 to Thursday 5 November 2020. The previously communicated date for the publication was 18 November 2020.

Boozt will host webinar today at 13:00 CET
Boozt will today, Monday, 26 October 2020, at 13:00 CET, host a webinar with the speakers Hermann Haraldsson (Co-founder & CEO), Sandra Gadd (Group CFO) and Anders Enevoldsen (Head of Business Development, IR & Corporate Communications). Further details on how to register and participate below:

Pre-registration and viewing the presentation:
To pre-register for this call, please go to the following link:
https://www.incommglobalevents.com/registration/client/5978/boozt-webinar/
You will receive your access details via email.

Joining by web and viewing the presentation:
Click below and enter your access code to see all available joining options. You will be prompted to enter your name and email address.
www.incommuk.com/customers/online
Access Code: 068457

For further information, please contact:

Anders Enevoldsen / Head of Business Development, IR & Corporate Communications / Phone: +45 53 50 14 53 / Email: anen@boozt.com

www.booztgroup.com

Important information

The information contained herein does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Boozt. No action has been taken, and no measures will be taken to permit a public offering in any jurisdictions other than Denmark if the contemplated offering is carried out. Any invitation to subscribe for shares or other securities in Boozt will only be made through a prospectus.

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong or South Africa. The information contained herein does not constitute an offer of securities for sale in the United States, nor may such securities be offered or sold in the United States. Boozt will not register any portion of the potential offering in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any offer will be conducted pursuant to an available exemption from, or in a transaction not subject to, the registration requirements in the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.

The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company, Danske Bank A/S, Swedish and Danish Branch assume no responsibility in the event there is a violation by any person of such restrictions. The information contained herein shall not constitute an offer to sell or a solicitation of an offer to purchase or subscribe, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this announcement refers, unless they do so on the basis of the information contained in the applicable prospectus that will be published by the Company if the offering is carried out.

The Company has not authorized, and will not authorize, any offer to the public of securities in any Member State of the European Economic Area (or in the United Kingdom) other than Denmark. With respect to each Member State of the European Economic Area (and the United Kingdom) other than Denmark, and which applies the Prospectus Regulation (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an “offer of securities to the public” means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended. This announcement is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Any offering to subscribe for the securities referred to in this announcement, including full terms, conditions and instructions, will be made by means of a prospectus that, if the contemplated listing and offering are carried out, will be published by Boozt following approval and registration by the Swedish Financial Supervisory Authority and subsequent passporting to Denmark. Any such prospectus will contain detailed information about the Company and management, as well as financial statements. This announcement is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus. Any approval by the Swedish Financial Supervisory Authority of a prospectus should not be understood as an endorsement of the securities that are the subject of such prospectus.

Certain statements in this announcement are “forward-looking statements”. Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company’s competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information, such as investments, the contemplated offering and listing, future cash flow generation, operating profit margin, financial position and liquidity. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology. Forward-looking statements in this announcement are based on assumptions, many of which in turn are based on assumptions. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company does not intend and does not assume any obligation, to update or correct any forward-looking statement contained herein, whether as a result of new information, future events or similar circumstances.

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