Prospectus Was Approved by the Swedish Financial Supervisory Authority on 25 November 2020
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INVITATION TO acquire SHARES IN THUNDERFUL GROUP AB A SWEDISH VERSION OF THE PROSPECTUS WAS APPROVED BY THE SWEDISH FINANCIAL SUPERVISORY AUTHORITY ON 25 NOVEMBER 2020. THE SWEDISH PROSPECTUS IS VALID UP TO TWELVE MONTHS FROM THE DATE OF APPROVAL. THE OBLIGATION TO PROVIDE SUPPLEMENTS TO THE SWEDISH PROSPECTUS IN THE EVENT OF NEW CIRCUMSTANCES OF SIGNIFICANCE, FACTUAL ERRORS OR MATERIAL ERRORS WILL NOT BE APPLICABLE WHEN THE SWEDISH PROSPECTUS IS NO LONGER VALID. IMPORTANT INFORMATION FOR INVESTORS This prospectus (the “Prospectus”) has been prepared in connection with the offering to the general public in Sweden, Denmark, Finland and Norway as well as to institutional investors in Sweden and abroad (the “Offering”) to acquire new and existing shares in Thunderful Group AB, corporate reg. no 559230-0445, a Swedish limited company (the “Company”, “Thunderful Group” or the “Group” depending on the context), and admission to trading of the Company’s shares on Nasdaq First North Premier Growth Market (”First North Premier”). “Selling Shareholders” refers to Bergsala Holding AB, corporate reg. no 556888-1600 (“Bergsala Holding AB”), Lyngeled Holding AB, corporate reg. no 556781-5146 and Brjann Sigurgeirsson Holding AB, corporate reg. no 559216-3371. “Joint Global Coordinators” refers to Carne- gie Investment Bank AB (publ) (“Carnegie”) and ABG Sundal Collier AB (“ABG Sundal Collier”). For certain definitions used in this Prospectus, see section “Definitions”. This Prospectus has been prepared in accordance with the rules set out in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). A Swedish version of the Prospectus has been approved and registered by the Swedish Financial Supervisory Authority as the competent authority in accordance with the provisions of the Prospectus Regulation. The Swedish Financial Supervisory Authority approves the Swedish Prospec- tus only as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation, and the approval from the Swedish Financial Supervisory Authority does not mean that the Swedish Financial Supervisory Authority guarantees that the information in the Swdish Prospectus is complete or correct. Following approval, the Prospectus has been passported to Denmark, Finland and Norway. The Prospectus has been prepared in both a Swedish version and an English translation. In the event of any inconsistency between the different language versions, the Swedish language version shall take precedence. The Prospectus is available electronically on the Company’s website (www.thunderfulgroup.com), Carnegie’s website (www.carnegie.se), ABG Sundal Collier’s website (www.abgsc.com) as well as on the Swedish Financial Supervisory Authority’s website (www.fi.se). The Offering is not intended for the general public in any other jurisdiction than Sweden, Denmark, Finland and Norway. Neither is the Offering made to such persons whose participation presupposes additional prospectuses, registration or other measures than those that follow from applicable law in the above- mentioned jurisdictions. No action has been taken, or will be taken, in any other jurisdiction than the above-mentioned, which would allow shares to be offered to the general public, or allow this Prospectus or any other documents pertaining to the Company or the Company’s shares to be held or distributed in such a juris- diction. The shares in the Offering have not, and will not be, registered under the United States Securities Act of 1933, as amended (“Securities Act”) or securities laws in any state or jurisdiction of the United States and may not be offered, subscribed for, exercised, pledged, sold, resold, assigned, delivered or transferred, directly or indirectly, in or to the United States or to persons residing there, except in applicable exceptions from the registration requirements of the Securities Act. Moreover, the Offering is not made to persons resident in Australia, Japan, Canada or any other jurisdiction where participation would require additional prospec- tuses, registration or other measures than those that follow from Swedish law. The Prospectus and/or other documents pertaining to the Offering may not be distributed in or to any jurisdiction where the Offering requires measures according to the above or would be in conflict with applicable regulation of such jurisdic- tion. Application to acquire shares in the Company in violation of the restrictions above may be void. Persons who receive copies of this Prospectus are required to inform themselves about, and comply with, such restrictions. The Company does not take any legal responsibility for violations of such restrictions by any person, regardless of whether the violation is committed by a potential investor or someone else. Any failure to comply with the restrictions described may result in a viola- tion of securities regulations. An investment in the Company’s shares involves certain risks; see section “Risk Factors”. When investors make an investment decision, they must rely on their own assessment of the Company, the Group and the terms of the Offering, including applicable facts and risks, and in that respect only rely on information in the Prospectus (and any possible supplements to the Prospectus). Neither the publication nor the distribution of this Prospectus shall under any circumstances imply that the information in this Prospectus is accurate or applicable at any time other than on the date of the publication of this Prospectus, or that the Company’s operations, profits or financial position will remain unaltered after this date. In the event significant changes to the information in this Prospectus occur after the date of approval from the Swedish Financial Supervisory Authority but before the shares have been admitted to trading on First North Premier, such changes will be announced to the extent required by applicable law. No person has been authorized to, on the Company’s behalf, give any information or make any promise or guarantee in connection with the Offering other than what is stated in this Prospectus, and if such information, promise or guarantee has been made it shall not be relied upon as if it was made with the approval of the Company and the Company does not take any responsibility regarding such information, promise or guarantee. Moreover, no member of the Company’s board of directors or anyone else makes any promise or warranty, explicit or implied, with the exception of what follows from applicable law, regarding the accuracy and/or completeness of the information included in this Prospectus. Disputes arising from this Prospectus, the Offering and related legal matters shall be settled exclusively by Swedish courts with the application of Swedish law regardless of choice of law principles. The district court of Gothenburg shall be the court of first instance. Forward-looking statements and industry and market information This Prospectus contains certain forward-looking statements that reflect the Company’s current views or expectations with respect to future events as well as finan- cial and operational performance. Such forward-looking statements are inherently associated with both known and unknown risks and uncertainties as they depend on future events and circumstances. In light of the risks, uncertainties and assumptions that forward-looking statements are associated with, it is possible that future events mentioned in the Prospectus will not occur. Forward-looking statements include all statements in the Prospectus that do not relate to historical or current facts or circumstances as well as such statements that are attributable to the future. The forward-looking statements are based on current estimates and assumptions, in accordance with what the Company is aware of. Forward-looking statements are made in several sections of the Prospectus and can be identified by the words “intend”, “estimate”, “expect”, “may”, “plan”, “anticipate” or other expressions regarding indications or forecasts of future developments or trends that are not based on historical facts and which are intended to identify a statement as forward-looking. The section “Risk Factors” contains a description of some, but not all, factors that could cause the Company’s future results or performance to differ signifi- cantly from what is expressed or implied in the forward-looking statements. Forward-looking information in this Prospectus applies only to the date of the publica- tion of the Prospectus, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new infor- mation, future events or similar circumstances, other than as required by the Prospectus Regulation. This Prospectus contains market information and industry forecasts from third parties, including information regarding the size of the markets in which the Company operates. The Company has presented this information accurately and, as far as the Company’s board of directors is aware and can ascertain from information that has been published by such third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Although the Company considers that these sources are reliable and the information has been reproduced properly in the Prospectus, the Company has not independently verified the information, which is why its accuracy and completeness cannot be guaranteed. Presentation