Rebelle AB (publ), (“Rebelle” or the “Company”), which considers itself to be one of the European category leaders for luxury second hand fashion, hereby announces its intention to list its shares on Nasdaq First North Growth Market (the “Listing”). In connection with the Listing, the Company intends to conduct an offering of newly issued shares in the Company to the public in Sweden and Denmark (up to an amount less than EUR 8 million) as well as to qualified investors in Sweden and abroad (the “Offering”).
 
Rebelle is targeting to become the first “Green IPO” within the Nasdaq system globally and the first IPO of a German company exclusively on Nasdaq in Sweden.
 
Strengths and competitive advantages
Rebelle operates the European online marketplace Rebelle.com for selling and buying luxury second hand fashion items and accessories. Rebelle takes control of the entire sales process, thereby physically verifying the authenticity and quality of products sold to consumers and assuming all payment processes and the shipments to buyers. Based on this capital-light “managed marketplace” model, Rebelle aims to deliver a superior selling and buying experience to its customers. Rebelle is offering products from the world’s most sought after fashion brands, such as Louis Vuitton, Chanel, Gucci, Hermès and Prada while increasing customers awareness of sustainability and circularity within the fashion industry. Rebelle offers more than 200,000 products to, and listed by, customers throughout Europe with focus on the EU.
 
Cécile Wickmann, founder and CCO of Rebelle, comments:
“The IPO is a fundamental step for Rebelle to scale the foundation which we have built over the past years, on a European scale, and tap into the attractive growth opportunities of the just-starting resale market. We founded Rebelle with the idea of extending the fashion lifecycle and reducing the environmental pollution caused by producing new products. In line with our sustainable and circular business model we are now aiming at becoming the first Green IPO within the Nasdaq system globally.”
 
Hans-Christian Semmler, Chairman of Rebelle, comments:
“Through the IPO, Rebelle takes a new and important step in its growth journey. The Board of Directors, management and owners have chosen Nasdaq First North Growth Market Sweden due to its unique and vibrant ecosystem for international growth companies, global reputation in ESG and sustainability with strong appreciation for sustainable business models. These strengths have been confirmed recently by robust investor interest despite volatile global stock markets. The IPO creates attractive opportunities to accelerate growth and broaden Rebelle’s ownership base with new reputed investors.”
 
Current owners
Rebelle’s owners, prior to the Offering, consists of strong and reputed international owners with track-record in fashion retailing, entrepreneurship, media and technology including: HCS Beteiligungsgesellschaft mbH (renowned German start-up investor), Friheden Invest A/S (family office of fashion entrepreneur Niels Martinsen, owner of several fashion brands including Tiger of Sweden), North-East Venture ApS (VC of family office behind jewellery brand Pandora), High-Tech Gründerfonds II GmbH & Co. KG (largest German VC investor) and Reti Televisive Italiane s.p.a. (subsidiary of leading European media group Mediaset), all of whom have committed to subscribe for shares in the Offering.
 
Nasdaq Green Equity Designation (“first Green IPO”)
The new Nasdaq Green Equity Designation was launched in June 2021 and is a voluntary designation for companies that want to increase visibility around their green business models and strategies. With sustainability deep in its DNA, Rebelle targets to become the first IPO within the Nasdaq system with a Nasdaq Green Equity Designation. The Nasdaq approved reviewer, CICERO Green, assesses that Rebelle meets the requirements for Nasdaq Green Equity Designation set out in the Nasdaq Green Equity Principles. CICERO Green considers Rebelle’s marketplace and services to support the low-carbon future by extending the lifespan of items, resulting in avoided waste, emissions, and environmental pollution from the production of new items. CICERO Green is encouraged by the example Rebelle has established on how circular economy principles can be applied. The awarding of the Nasdaq Green Equity Designation to Rebelle is subject to Nasdaq approval.[1]
 
The Offering in brief

• The Offering is expected to be carried out at a fixed price of SEK 28 per share, corresponding to a total market value of the Company's shares of approximately SEK 426 million prior to the Offering.

• The Offering consists of newly issued shares expected to raise approximately SEK 200 million before deduction of costs relating to the Offering.

• In order to cover a potential over-allotment in connection with the Offering, the Company has undertaken to issue an over-allotment option to Vator Securities AB, to sell additional new shares corresponding to up to 15 percent of the Offering.

• Prior to the Offering, a group of qualified investors, including reputable institutional investors, have committed to subscribe for shares, subject to certain conditions, at the same price as other investors, corresponding to a total value of approximately SEK 180 million, corresponding to 90% of the Offering. The subscribers include Swedbank Robur Ny Teknik, Skandia Fonder and a number of existing shareholders, board members and senior executives.

• All shareholders prior to the Offering have entered into lock-up undertakings of 360 days calculated from the first day of trading in the shares on Nasdaq First North Growth Market.

• Full terms and conditions for the Offering will be available in the prospectus (in Swedish with an unofficial English translation) which is expected to be published around 14 February 2022.

• The Offering is directed to the general public in Sweden and Denmark[2] as well as qualified investors in Sweden and abroad.

• First day of trading in the Company's shares on Nasdaq First North Growth Market is expected to be on or around 25 February 2022.

Complete terms, conditions and instructions for the Offering will be included in the prospectus (in Swedish with an unofficial English translation) that the Company intends to prepare in connection with the Listing. If the Company decides to proceed with the Listing, the prospectus will be published on the Company's IR-website, ir.rebelle.com. More information about the process will be published on an ongoing basis.
 
Nasdaq Stockholm AB will approve an application for admission to trading of the Rebelle’s shares on Nasdaq First North Growth Market provided that certain conditions are met, including that Rebelle submits such an application and that the distribution requirement for its shares is met.
 
Advisors
Vator Securities AB is Sole Global Coordinator and Sole Bookrunner. Gernandt & Danielsson Advokatbyrå KB is legal advisor to Rebelle as to Swedish law and Noerr Partnerschaftsgesellschaft mbB is legal advisor to Rebelle as to German law. Vator Securities AB is the Company’s certified adviser and can be contacted at ca@vatorsec.se or +46 8 580 065 99.
 
For further information, please contact:
Jonas Rodny, Paues Åberg Communications
Cécile Wickmann, Founder and CCO Rebelle
 
Telephone: +46 76 190 90 51
jonas.rodny@pauesaberg.se
 
Important information
 
This announcement is not an offer to sell or a solicitation of any offer to buy any securities of the Company. The contents of this announcement have been prepared by and are the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
 
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This is an announcement and not a prospectus for the purposes 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 (together with any related implementing and delegated regulations, the “Prospectus Regulation”, as it forms part of the United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
 
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct an offering of securities in the United States.
 
Copies of this announcement are not being, and should not be, distributed in or sent into the United States. The securities described herein have also not been and will not be registered under the applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa. There will be no offering of the securities described herein in Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, or South Africa.
 
In any Member State of the European Economic Area (the “EEA”), other than Sweden and Denmark (up to an amount less than EUR 8 million), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
 
In the United Kingdom, this announcement is only being distributed to and is directed at “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, (a) having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the “Order”); (b) who are high net worth entities described in Article 49(2) (a) to (d) of the Order; or (c) other persons to whom they may lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this announcement relates will only be available to and will only be engaged in with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.
 
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will, “may”, “continue”, “should”, and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or 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 communication.

[1] Rebelle, CICERO Shades of Green assessment report, January 2022.
[2] Up to an amount less than EUR 8 million.