NOT FOR RELEASE, DISTRIBUTION, OR PUBLICATIONS, EITHER DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, HONG KONG, JAPAN, CANADA, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER ACTIONS, WOULD BE ILLEGAL OR REQUIRE REGISTRATION OR OTHER ACTIONS ACCORDING TO APPLICABLE LAW. SEE ALSO SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
The Board of Directors of Viva Wine Group AB (publ) ("Viva Wine Group" or the "Company") has today resolved on a distribution issue of shares to the general public of a maximum of 800,000 shares with deviation from the shareholders' preferential rights, pursuant to the authorisation from the Annual General Meeting on 23 May 2025 (the "Offering" or the "Share Distribution"). Viva Wine Group invites additional shareholders to participate and benefit from the strong position the Company has established in the European Wine market. The Offering will further diversify the Company's ownership and broaden its investor base to create conditions for improved liquidity in the trading of the shares. The subscription price in the Offering will correspond to the volume-weighted average price on Nasdaq First North Premier Growth Market during the subscription period, which will take place between 24 September and 30 September, with a discount of eight (8) percent. In connection with the Offering, the Board of Directors of Viva Wine Group has prepared an information document (the "Information Document"). Furthermore, the Company announces that a process has been initiated to transfer its listing from Nasdaq First North Premier Growth Market to the Main Market, Nasdaq Stockholm.
Background for the Offering
Viva Wine Group is a leading European wine group offering a wide range of quality wines to monopoly markets, retail, restaurants, and consumers. The Company is driven by a strong entrepreneurial spirit and operates through a collection of independent subsidiaries led by committed and experienced co-owners who develop, market and sell wines under both proprietary and partner brands. With a decentralised structure characterised by creativity, expertise and proximity to the consumer, Viva Wine Group is able to offer products that align with consumer preferences in each market. Viva Wine Group serves as a common platform for its subsidiaries, enabling synergies and economies of scale that drive value creation.
After nearly four years as a listed company on Nasdaq First North Premier Growth Market, Viva Wine Group has initiated a process to transfer its listing to the Main Market, Nasdaq Stockholm, to continue the successful journey it has enjoyed as a publicly listed company.
Viva Wine Group considers that the Company is well positioned to broaden its shareholder base and thereby improve liquidity in the trading of its share, which is deemed to benefit both existing and new shareholders. On this basis, on 23 September 2025, the Board of Directors of Viva Wine Group, pursuant to the authorisation granted by the Annual General Meeting on 23 May 2025, resolved to carry out the Share Distribution to the general public, comprising up to 800,000 newly issued shares, with deviation from the shareholder's preferential rights. The purpose of the Share Distribution to the general public is to broaden the shareholder base. In addition, the net proceeds received by the Company in connection with the Offering will further enhance Viva Wine Group's financial flexibility for potential future acquisitions. Furthermore, the Company believes that the Share Distribution will contribute to greater market awareness and recognition of Viva Wine Group's business and brand.
The Offering in brief
- The Offering comprises a maximum of 800,000 newly issued shares and is directed to the general public in Sweden. The purpose of the Offering, and the reason for the deviation from the shareholders' preferential rights, is to achieve increased share ownership by the general public and attract additional shareholders and thereby create conditions for improved liquidity in the trading of the shares, which benefits the Company's shareholders in the long term. In order to achieve the required distribution, the Share Distribution must be directed to the general public and thus carried out with deviation from the existing shareholders' preferential rights, therefore the Board of Directors has concluded that the deviation is justified.
- The subscription price per share will correspond to the volume-weighted average price for the Company's share on Nasdaq First North Premier Growth Market during the subscription period, which will take place from 24 September to 30 September 2025, with a discount of eight (8) percent. The closing price of the Company's share as of 23 September 2025 amounted to SEK 37.60. In determining the size of the discount, consideration has also been given to the terms of comparable transactions recently carried out by other listed companies, as well as ensuring a level that achieves sufficient distribution. On this basis, the Board of Directors considers that the subscription price in the Offering has been set on market terms.
- Allocation in the Offering will be decided by the Company's Board of Directors in consultation with Avanza. If the Offering is oversubscribed, allocation will primarily be made with minimum lots to as many investors as possible, and thereafter pro-rata to the number of shares subscribed for. Additionally, allocation may be prioritised to strategic investors and to Avanza's customers.
- Applications for subscription of shares must be made via Avanza's online service. The minimum investment is 200 shares, and thereafter in even lots of 50 shares.
- In connection with the Offering, Viva Wine Group has prepared the Information Document in accordance with Article 1.4 db of 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, as amended (the "Prospectus Regulation"). The Information Document has been prepared in accordance with the requirements set out in Annex IX of the Prospectus Regulation.
- In order to facilitate delivery to investors in connection with the allocation in the Offering, Late Harvest Wine Group 1971 AB, a wholly owned company of the Company's CEO Emil Sallnäs, will lend 800,000 shares to Avanza.
Indicative timetable
| Information Document is published | 23 September 2025 |
| Subscription period | 24 September - 30 September 2025 |
| Outcome in the Offering is expected to be released | 1 October 2025 |
| Information regarding allocation | 1 October 2025 |
| Settlement date | 3 October 2025 |
Information Document
The Information Document has been registered with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is available on the Company's website https://investors.vivagroup.se/sv/ and will also be available on Avanza's website www.avanza.se/borsintroduktioner-emissioner.html.
Advisors
Avanza Bank AB (publ) is acting as financial advisor and Baker McKenzie is acting as legal advisor to Viva Wine Group in connection with the Offering.
For further information, please contact:
CEO, Emil Sallnäs, telephone +46 70-956 58 72, emil.sallnas@vivagroup.se
About Viva Wine Group
Viva Wine Group is a leading European wine group offering a wide range of quality wines to monopoly markets, retailers, restaurants and consumers. Through a large number of operating companies with a strong entrepreneurial spirit, the Company develops, markets and sells wines under both its own and partner brands. Viva Wine Group values a decentralised business model that allows scope for innovation while creating a common platform for synergies and economies of scale that drive value creation. With a strong track record, the Company focuses on generating profitable growth through the continuous development of its customer offering, complemented by strategic acquisitions. Viva Wine Group's share has been listed on Nasdaq First North Premier Growth Market since 2021.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Viva Wine Group in any jurisdiction, neither from Viva Wine Group nor from someone else.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Viva Wine Group has not approved any public offering of shares or other securities in any of the EEA countries, and no prospectus has been or will be prepared in connection with the Offering. On 23 September 2025, the Company published an information document, pursuant to an applicable exemption under the Prospectus Regulation, in connection with the Offering. In all EEA member states, this press release is addressed and directed only to qualified investors in that member state within the meaning of the Prospectus Regulation.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Offering is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. Avanza is acting for Viva Wine Group in connection with the Offering and no one else and will not be responsible to anyone other than Viva Wine Group for providing the protections afforded to its clients nor for giving advice in relation to the Offering or any other matter referred to herein. Avanza is not liable to anyone else for providing the protection provided to their customers or for providing advice in connection with the Offering or anything else mentioned herein.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, the United States, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials relating to the securities referred to herein are being distributed only to, and are directed only at, and any investment or investment activity to which this document relates is available only to and will be engaged in only with, "qualified investors" (as defined in the UK version of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a)-(d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action based on this press release and should not act or rely on it.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any form. Any forwarding, distribution, reproduction, or disclosure of this information, in whole or in part, is prohibited. Failure to comply with these instructions may constitute a violation of the Securities Act or applicable laws in other jurisdictions.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, except as required by law or the Nasdaq First North Growth Market Rulebook for Issuers of Shares.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares in the Company and determining appropriate distribution channels.
Viva Wine Group is a leading European wine group offering a wide range of quality wines to monopoly markets, retailers, restaurants and consumers. Through a large number of operating companies with a strong entrepreneurial spirit, the Company develops, markets and sells wines under both its own and partner brands. Viva Wine Group values a decentralised business model that allows scope for innovation while creating a common platform for synergies and economies of scale that drive value creation. With a strong track record, the Company focuses on generating profitable growth through the continuous development of its customer offering, complemented by strategic acquisitions. Viva Wine Group's share has been listed on Nasdaq First North Premier Growth Market since 2021.
This information is information that Viva Wine 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 2025-09-23 18:10 CEST.
