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Readly announces offering of shares and a listing at Nasdaq Stockholm and publishes prospectus
Readly International AB (publ) (”Readly” or the “Company”), the European category leader within digital subscription services for magazines, today announces, in accordance with what was communicated 1 September 2020, an initial public offering of new and existing ordinary shares in the Company and a listing of the shares on Nasdaq Stockholm (the "Offering"). The Offering is directed to institutional investors in Sweden and internationally as well as to the general public in Sweden. The Company has in connection with the Offering prepared a prospectus which today has been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and published on the Company's web page. The first day of trading in the Company's ordinary shares is expected to commence on 17 September 2020.
The Offering in brief:
- The Offering will be conducted at a fixed price of SEK 59 per share, corresponding to an equity value of all of Readly's shares of approximately SEK 2,168 million, including the new shares to be issued in connection with the Offering.
- The Offering comprises a maximum of 7,627,118 newly issued ordinary shares, and a maximum of 4,576,271 existing ordinary shares offered by the Selling Shareholders.
- If all new shares in the Offering are acquired, the Company will receive approximately SEK 450 million in gross proceeds before deduction of costs relating to the Offering. The number of shares sold by the Selling Shareholders in the Offering corresponds to a maximum of approximately SEK 270 million.
- In order to cover any potential over-allotment in connection with the Offering, the Main Shareholder has committed, upon request of ABG Sundal Collier (the "Sole Global Coordinator"), to offer up to an additional 1,830,508 existing shares corresponding to up to SEK 108 million or 15 per cent of the total number of shares in the Offering (the “Over-allotment Option”).
- Provided that the Over-allotment Option is exercised in full, and the Offering is subscribed in full, the Offering amounts to a maximum of 14,033,897 shares, equal to approximately SEK 828 million, corresponding to approximately 38.2 percent of the share capital and the votes in the Company after the Offering.
- Provided that the Offering is fully subscribed, the number of shares in the Company will increase by 7,627,118 shares from 29,114,330 shares to 36,741,448 shares, corresponding to a dilution of 20.8 percent of the total number of shares in the Company after completion of the Offering.
- Prior to the Offering, eight investors have undertaken to acquire shares in the Offering under certain conditions, and at the same price as other investors, corresponding to a total value of SEK 390 million or approximately 47.1 percent of the Offering, including the Over-allotment Option. The eight investors' commitments are distributed as follows:
- Existing shareholders:
- Swedbank Robur Fonder: SEK 70 million
- Tredje AP-fonden (AP3): SEK 30 million
- Consensus Småbolagsfond: SEK 30 million
- New shareholders:
- TIN Fonder: SEK 70 million
- Handelsbanken Fonder: SEK 70 million
- C WorldWide Asset Management: SEK 70 million
- Skandia Fonder: SEK 33 million
- Skandia Liv: SEK 17 million
- The application period is expected to run between 8 September to 15 September 2020 for the general public and between 8 September and 16 September 2020 for institutional investors.
- The first day of trading for Readly's shares on Nasdaq Stockholm is expected to be 17 September 2020 and expected settlement day is 21 September 2020.
- The Offering is conditional upon the Company receiving a minimum amount of SEK 300 million in proceeds, before deduction of transaction costs.
- The shares will be traded under the symbol (ticker) "READ".
Founded in 2012, Readly is the European category leader for digital magazines. Readly offers a digital subscription service for magazines with content from third party publishers. The product can be accessed online or via apps available on all main operating systems. Readly’s subscribers have unlimited access to quality content from approximately 800 publishers and editors for a fixed monthly fee. Since the service was launched, Readly has seen a large increase in the number of fully paying subscribers. Readly’s core markets Germany, the United Kingdom and Sweden together represented approximately 85 percent of the Company's net sales in the first half of 2020. Readly has subscribers in more than 50 countries and has agreements with publishers to offer local content in 11 countries. Moreover, Readly offers magazines in 17 languages.
The Company has shown significant growth in total revenue over the past years, reaching SEK 265 million in 2019. Total revenue has grown by a CAGR of 44 percent between 2017 and 2019 and all of Readly's core markets had positive organic growth during these years.
Background and reasons for the Offering
The Main Shareholder and the board of directors of the Company believe that it is an appropriate time to broaden the Company’s shareholder base and apply for listing on Nasdaq Stockholm. The Offering and listing will support the Company’s continued growth and provide Readly with access to the capital markets and a diversified base of Swedish and international shareholders. Readly also believes that a listing on Nasdaq Stockholm will increase awareness of Readly among subscribers, publishers and the general public.
Assuming that the offering is fully subscribed, the Company's proceeds will amount up to SEK 450 million and approximately SEK 428 million after deduction of transaction costs. The Company intends to use such net proceeds in accordance with the following order of priority:
- Marketing for increased brand awareness, geographical expansion and conversion marketing, 50-60 percent.
- Research and development in relation to Readly’s technical product and new services, 15-20 percent.
- General corporate purposes for conducting operating activities, 25-30 percent.
The Offering is conditional upon the Company receiving a minimum amount of SEK 300 million in proceeds, before deduction of transaction costs.
Maria Hedengren, CEO of Readly
“We have received significant interest from institutional investors confirming Readly’s European category leadership and attractive investment proposition. Today we are proud to publish the prospectus. The IPO will enable us to continue to develop Readly's offering and the listing provides us with improved access to capital to facilitate our continued growth journey. We look forward to embarking on the next stage of our journey together with existing and new shareholders of Readly.”
Patrick Svensk, Chairman of the Board of Directors of Readly
“The IPO marks a new and exciting phase of Readly’s growth journey. We believe that broadening the shareholder base, providing additional financial flexibility and enhancing the company’s public profile will be an important platform for Readly’s future development. We welcome new shareholders to take part in this exciting new chapter.
Prospectus and applications
A prospectus (in Swedish and English), containing complete terms and conditions of the Offering has today been published on Readly's website (http://corporate.readly.com), the ABG Sundal Collier's website (www.abgsc.com) under the section "Ongoing transactions", and the Swedish language prospectus will in a few days be available on the Swedish Financial Supervisory Authority's web page (https://fi.se/sv/vara-register/prospektregistret/). Applications from the general public should be made through Avanza's (www.avanza.se) and Nordnet's (www.nordnet.se) internet services.
The prospectus has been prepared in accordance with the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). The Swedish language prospectus has been approved by the Swedish Financial Supervisory Authority in accordance with the Prospectus Regulation. The Swedish Financial Supervisory Authority only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of Readly or as an endorsement of the quality of the securities that are the subject of the prospectus and does not indicate that the Swedish Financial Supervisory Authority guarantees that the facts in the prospectus are correct or complete. Investors should make their own assessment as to the suitability of investing in the Offering.
Application period for the general public 8 September – 15 September 2020
Application period for institutional investors 8 September – 16 September 2020
Announcement of outcome of the Offering 16 September 2020
First day of trading on Nasdaq Stockholm 17 September 2020
Settlement day 21 September 2020
The Sole Global Coordinator may, in connection with the Offering, conduct transactions in order to maintain the market price for the shares at a level above that which might otherwise prevail in the open market. Such stabilisation transactions may be carried out on Nasdaq Stockholm, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq Stockholm and ending not later than 30 calendar days thereafter. However, the Sole Global Coordinator has no obligation to undertake any stabilisation measures and there is no assurance that stabilisation measures will be undertaken. Under no circumstances will transactions be conducted at a price higher than the one set in the Offering.
The Sole Global Coordinator may use the Over-allotment Option to over-allot shares in order to facilitate any stabilisation transaction. The stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. The Sole Global Coordinator must, no later than by the end of the seventh trading day after stabilisation transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been undertaken. Within one week of the end of the stabilisation period, the Sole Global Coordinator will disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were conducted.
ABG Sundal Collier is acting as Sole Global Coordinator and Sole Bookrunner, and Handelsbanken Capital Markets is acting as Lead Manager. STJ Advisors is acting as financial advisor to the Company. Baker McKenzie is acting as legal advisor to the Company, and White & Case is acting as legal advisor to the Sole Global Coordinator and Lead Manager. In relation to the general public, Avanza is acting as Retail Manager and Nordnet is acting as Selling Agent.
For more information, please contact:
Contact for investors and analysts:
Maria Hedengren, CEO Readly
Johan Adalberth, CFO Readly
+46 72 727 50 70, firstname.lastname@example.org
Annika Billberg, Head of Investor Relations Readly
+46 70 267 97 91, email@example.com
Contact for media:
Linnéa Aguero, Head of PR & Communications Readly
+46 72 503 32 31, firstname.lastname@example.org