NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, HONG KONG, CANADA, NEW ZEALAND, JAPAN, SWITZERLAND, SOUTH KOREA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION MEASURES. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
As announced on 24 December 2024, Desenio Group AB (publ) (the "Company" or "Desenio" and together with its subsidiaries the "Group") and an ad hoc committee of holders of the Company's outstanding senior secured bonds 2020/2025 with ISIN SE0015242839 (the "AHC" and the "Existing Bonds", respectively) have agreed on a restructuring of the Existing Bonds and of the Company's capital structure, including a debt-for-equity swap through a set-off issue of shares implying a 75% write-down of the Existing Bonds and 95% dilution of current shareholders (the "Debt-for-Equity Swap"), the issue of a new super senior bond of SEK 150 million (under a framework of SEK 250 million) (the "Super Senior Bond") and restatement of the remaining part of the Existing Bonds after the debt-for-equity swap in a new bond (together, the "Restructuring"). As previously announced, the Restructuring is subject to (i) approval being obtained from the shareholders of Desenio at an extraordinary general meeting (the "EGM"), (ii) approval being obtained from the holders of the Existing Bonds under a written procedure (the "Written Procedure") and (iii) the AHC obtaining a waiver from the mandatory bid requirement from the Swedish Securities Council.
The AHC has obtained a waiver from the mandatory bid requirement (AMN 2025:01) and Desenio will today initiate the implementation of the Restructuring by giving notice to the EGM to be held on 4 March 2025, which is intended to approve the set-off issue and other resolutions necessary to implement the Debt-for-Equity Swap (the notice to the EGM will be published separately). Further, Desenio intends to on or around 3 February 2025 publish a notice of the Written Procedure under which the holders of the Existing Bonds can approve the Restructuring, with the outcome of the Written Procedure being intended to be announced on or around 20 February 2025. As part of the Written Procedure, holders of Existing Bonds will also be able to subscribe for the Super Senior Bond and make elections in relation to the shares to be received under the Debt-for-Equity Swap. If the EGM approves the Debt-for-Equity Swap and the Written Procedure approves the Restructuring, the intention is that the Restructuring will be implemented in late March 2025.
For further details on the Restructuring, the EGM and the Written Procedure, please refer to the Company's press release published on 24 December 2024, the notice of EGM which will be published later today and the notice of Written Procedure which is intended to be published on or around 3 February 2025.
Trading update
The Group publishes overall preliminary and unaudited key figures for Q4 2024. The full year-end report is scheduled to be released on 20 February 2025. The preliminary key figures for Q4 2024 are presented below (Q4 2023 figures in brackets).
- Net Sales of SEK 268.7 (294.2) million
- Adjusted EBITA of SEK 54.1 (37.7) million.
- Cash flow from operating activities of SEK 48.4 (29.6) millions
- Cash and cash equivalents of SEK 115.6 million as per 31 December 2024
For further information, please contact:
Fredrik Palm, CEO, fredrik.palm@deseniogroup.com, +46 70 080 76 37
Johan Roslund, CFO, johan.roslund@deseniogroup.com, +46 73 744 60 87
Johan Hähnel, Head of IR, johan.hahnel@deseniogroup.com, +46 706 05 63 34
Certified Adviser
FNCA Sweden AB is the company's certified adviser.
This information is information that Desenio Group is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2025-01-30 07:30 CET.
About Desenio Group
Desenio Group is the leading e-commerce company within affordable wall art in Europe, with a growing presence in North America. We offer our customers a unique and curated assortment of about 9,000 designs as well as frames and accessories in 37 countries via 44 local websites and are steadily expanding to new markets.
Desenio Group is well positioned to build upon our dynamic growth model, including our proprietary technical platform, industrialized creative processes and efficient customer acquisition approach.
We are headquartered in Stockholm, Sweden, with fulfilment centres in Sweden, Czech Republic and USA. Our share is traded on Nasdaq First North Growth market, under the ticker "DSNO".
IMPORTANT INFORMATION
This press release does not constitute an offer or a solicitation to sell or acquire securities in the Company in any jurisdiction. The contents of this press release have been prepared by Desenio and Desenio is solely responsible for the contents hereof.
This announcement does not include any offer to the public to subscribe for or otherwise acquire shares or other financial instruments in Desenio, whether in Sweden or other jurisdiction. This press release does not constitute a prospectus in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the "Prospectus Regulation"). Investors should not subscribe or deal in securities referred to in this press release.
Copies of this press release or the information herein may not, wholly or partly, direct or indirect, be distributed or sent to the United States, Hong Kong, Canada, New Zealand, Japan, Switzerland, South Korea or South Africa or any other jurisdiction where such distribution would be illegal or require registration or other measures.
The shares and any other financial instruments in Desenio have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States, except in accordance with an applicable exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States.
This press release does not constitute an offer to persons in the United Kingdom to acquire securities. No prospectus has been registered, or will be registered, in the United Kingdom regarding the securities mentioned in this press release. In the United Kingdom, this press release and other material concerning the securities mentioned herein may be distributed and directed only to (i) professional investors covered by Article 19 (5) of the Financial Services and Markets Act 2000 (the Financial Promotion) (the "Order"), (ii) high net-worth entities under Article 49 (2) (a) to (d) of the Order, and (iii) other persons to whom this press release and other material concerning the securities mentioned may be lawfully served (all such persons are collectively referred to as "relevant persons"). This press release is addressed only to relevant persons and may not be used or invoked by persons who are not relevant persons. All investments or investment activities to which this press release relates are only available to relevant persons and will only be directed to relevant persons. Persons who are not relevant persons should not take any actions based on this press release, nor rely on it.
This press release does not constitute an offer to persons in Australia to acquire securities. No documentation has been, or will be, lodged with the Australian Securities and Investments Commission as a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (the "Corporations Act"). Such document must only be provided to 'wholesale clients' as defined in the Corporations Act in Australia. Such document does not purport to include the information required of a disclosure document under Chapter 6D of the Corporations Act. Accordingly: (a) no shares or other securities may be offered for issue to any person in Australia except to 'wholesale clients' as defined in the Corporations Act and in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act; and (b) no share or other securities may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.
Furthermore, the securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Hong Kong, Canada, New Zealand, Japan, Switzerland, South Korea or South Africa and may, with certain exceptions, not be offered or sold to or within, or on behalf of a person or for the benefit of a person who is registered, resident or located in, these countries.
In the EEA Member States, this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The securities mentioned in this press release are not intended to be offered to the public in any EEA Member State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will only be processed for qualified investors. Persons in any EEA Member State who are not qualified investors should not take any actions based on this press release, nor rely on it.
