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 final outcome of the distribution issue of shares to the general public in Viva Wine Group AB (publ) ("Viva Wine Group" or the "Company"), announced on 23 September 2025 (the "Offering" or the "Share Distribution"), shows that applications for subscription of approximately 3,260,000 shares were received, corresponding to approximately 407 percent of the total number of shares in the Offering. As a result of the Share Distribution, Viva Wine Group obtains more than 3,500 shareholders, compared to 5,400 shareholders of the Company as of 31 August 2025. The subscription price has been set at SEK 33.09 per share, and the number of newly issued shares in the Offering amount to 800,000. Viva Wine Group's Board of Directors has today resolved on allocation in accordance with the allocation principles set out in the information document published on 23 September 2025.
The Offering in brief
The Offering comprised a maximum of 800,000 newly issued shares and was directed to the general public in Sweden. The subscription price of SEK 33.09 has been determined based on the volume-weighted average price of the Company's share on Nasdaq First North Premier Growth Market during the subscription period, which took place between 24 September and 30 September 2025, with a discount of eight (8) percent. By broadening the shareholder base to include more investors from the general public, Viva Wine Group is strengthening the conditions for increased liquidity in the trading of its shares, creating a more diversified ownership structure, and a broader, long-term interest in the Company's development ahead of the transfer of the listing to the main market, Nasdaq Stockholm.
The outcome
There has been a strong interest from the general public, and the Offering was heavily oversubscribed. The number of shares in the Offering amount to 800,000, and at a subscription price of SEK 33.09 per share, Viva Wine Group will receive proceeds of approximately SEK 26.5 million before deduction of costs attributable to the Offering. At the same time, Viva Wine Group obtains more than 3,500 shareholders compared to 5,400 shareholders as per 31 August 2025.
Through the Offering, the number of shares in Viva Wine Group will increase by 800,000 - from 88,831,884 to 89,631,884 shares, corresponding to a dilution effect of approximately 0.9 percent.
Comment from CEO Emil Sallnäs
"The strong interest in subscribing for shares in Viva Wine Group is very encouraging and demonstrates the high level of confidence in our continued growth journey and well-established position in the European wine market. With a broader shareholder base, liquidity in trading of the share will improve and engagement will increase ahead of our upcoming transfer to Nasdaq Stockholm. We look forward to continuing to develop the Company together with both new and existing shareholders, through growth, strategic acquisitions and long-term value creation."
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.
