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BOHUS ASA: ANNOUNCEMENT OF TERMS FOR THE INITIAL PUBLIC OFFERING
08 Jun 2026 08:19 CEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, WHETHER IN WHOLE OR IN PART AND
WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
Oslo, 8 June 2026: Reference is made to the stock exchange announcement by Bohus
ASA ("Bohus" or the "Company") on 1 June 2026 regarding the intention to launch
an offering of the Company's shares (the "Shares" and the "Offering") and to
apply for a listing of the Shares on Euronext Oslo Børs (the "Listing" and
together with the Offering the "IPO").
The Company hereby announces the terms of the IPO which, subject to approval of
the Prospectus (as defined below), is expected to launch on 9 June 2026.
Furthermore, subject to approval of the listing application by the Oslo Stock
Exchange (expected to be submitted by the Company on or about 10 June 2026),
satisfaction of the conditions set by the Oslo Stock Exchange for the Listing,
and a successful completion of the Offering, the Shares are expected to be
admitted to listing and commence trading on Euronext Oslo Børs on or about 18
June 2026 under the ticker code "BOHUS".
THE OFFERING
The Offer Shares (as defined below) will be offered at a fixed price of NOK
31.00 per Offer Share (the "Offer Price"), corresponding to a pre-money equity
value of the Company of NOK 3,033 million (1).
The Offering comprises up to 30,000,000 existing Shares (the "Sale Shares")
offered by the Company's existing shareholders (together, the "Selling
Shareholders") based on the Selling Shareholders respective holdings in the
Company.
In addition to the Sale Shares, the Managers (as defined below) may elect to
over-allot (the "Over-Allotment Facility") up to 4,200,000 additional Shares
(the "Additional Shares" and, together with the Sale Shares, the "Offer
Shares"). In order to facilitate such over-allotment, the Selling Shareholders
have granted DNB Carnegie, a part of DNB Bank ASA, as stabilisation manager on
behalf of the Managers (as defined below) (the "Stabilisation Manager"), an
option to borrow a number of Shares equalling the number of Additional Shares
(the "Borrowed Shares"). Assuming that the Over-Allotment Facility is utilised
in full, the Offering will amount to 34,200,000 Offer Shares, corresponding to
approximately NOK 1,060 million.
In order to cover any over-allotments made, the Selling Shareholders have
granted an option to the Stabilisation Manager, on behalf of the Managers, to
acquire a number of Borrowed Shares equal to the number of Additional Shares at
the Offer Price less the number of Shares acquired by the Stabilisation Manager
through stabilisation activities (the "Greenshoe Option"), exercisable in whole
or in part within a 30-day period from commencement of trading in the Shares on
Euronext Oslo Børs. The Greenshoe Option from the Selling Shareholders shall be
exercised pro-rata based on the number of Shares lent by each Selling
Shareholder.
The Company has received binding undertakings from five cornerstone investors,
Borea Asset Management], Fondsfinans Kapitalforvaltning, Holberg
Fondsforvaltning, KLP Kapitalforvaltning and Sparebank1 Forvaltning, to apply
for and acquire Offer Shares in the Offering for an aggregate amount of NOK 500
million (NOK 100 million each) at the Offer Price, subject to certain customary
conditions as set out in cornerstone investment agreements entered into between
each cornerstone investor and the Company. These cornerstone undertakings
represent approximately 47% of the Offering (calculated based on the total
number of Offer Shares if the Over-Allotment Facility is utilised in full).
The Company has further received indications from members of management and the
board of directors to subscribe for shares in the Employee Offering (as defined
below) for a total of NOK 27.5 million, which includes subscriptions from the
CEO (NOK 2 million), the CFO (NOK 2 million) and all board members (in aggregate
NOK 7.5 million). This is in addition to the approx. 1.75 million shares that
will be issued at the Offer Price to certain members of the management and board
of directors to settle synthetic shares as part of the IPO, of which the CEO
will subscribe new shares for approx. NOK 21.1 million.The Company, its board of
directors (the “Board”) and management will be subject to a 360-day lock-up for
their shareholdings, while the Selling Shareholders will be subject to a 180-day
lock-up for their remaining shareholdings, all subject to customary exemptions.
The shares issued to settle the synthetic shares as referred to above will
further be subject to a lock-up (50% of the shares for 12 months and the
remaining 50% for 24 months). The lock-up undertakings may be waived by the
Joint Global Coordinators and/or the Company in their sole discretion, all of
which will be further described in the Prospectus.
OFFERING DETAILS
The Offering consists of:
* An institutional offering (the “Institutional Offering”), in which Offer
Shares are being offered to: (i) institutional and professional investors in
Norway, (ii) investors outside of Norway and the United States, subject to
applicable exemptions from prospectus and registration requirements being
available, and (iii) investors in the United States as defined in, and in
reliance on, Rule 144A or another available exemption from registration
requirements under the U.S. Securities Act. The Institutional Offering is
subject to a lower limit per application of NOK 2,500,000.
* A retail offering (the “Retail Offering”), in which Offer Shares are being
offered to the public in Norway on the terms set out herein, subject to a lower
limit per application of NOK 10,500 and an upper limit per application of NOK
2,499,999 for each investor. Investors who intend to place an order in excess of
NOK 2,499,999 must do so in the Institutional Offering. Multiple applications by
one applicant in the Retail Offering will be treated as one application with
respect to the maximum application limit.
* An employee offering (the “Employee Offering”), in which Offer Shares to
Eligible Employees (as defined in the Prospectus) in Norway on the terms set out
herein, subject to a lower limit per application of NOK 10,500 and an upper
limit per application of NOK 2,499,999 for each applicant. Eligible employees
who intend to place an order in excess of NOK 2,499,999 must do so in the
Institutional Offering. Multiple applications by one applicant in the Employee
Offering will be treated as one application with respect to the maximum
application limit. Members of the board of directors of the Company, and members
of the Company's management will receive full allocation for any application up
to and including an application amount of NOK 2,000,000 per applicant (rounded
down to the nearest whole Share). Other Eligible Employees (as defined in the
Prospectus) will receive full allocation for any application up to and including
an application amount of NOK 100,000 per applicant (rounded down to the nearest
whole Share).
It has been provisionally assumed that approximately 90% to 99% of the Offering
will be allocated in the Institutional Offering and that approximately 1% to 10%
of the Offering will be allocated in the Retail Offering and the Employee
Offering. The final determination of the number of Offer Shares allocated to the
Institutional Offering, the Retail Offering and the Employee Offering,
respectively, will however only be decided following the completion of the
Offering, based on the level of applications received from each of the offering
categories, and with regard to the requirements of free float and number of
shareholders pertaining to a listing of the Shares on Euronext Oslo Børs. The
Company reserves the right to deviate from the provisionally assumed allocation
between the tranches without further notice and at its sole discretion.
APPROVAL AND PUBLICATION OF THE PROSPECTUS
Further details of the Offering and the terms thereof will be set out in the
prospectus being prepared by the Company in connection with the Offering, and
which is expected to be dated and approved on or about 8 June 2026 (the
"Prospectus"). The Prospectus will be published and will, subject to regulatory
restrictions in certain jurisdictions, be available at www.bohusasa.com,
www.abgsc.com/transactions, www.dnb.no/emisjoner, and www.seb.no/ from the time
of approval. In addition, the Prospectus may be obtained at the websites of
Nordnet (acting as placing agent for the Retail Offering) at the following
address: www.nordnet.no. Applications in the Offering may only be made on the
basis of the information included in the Prospectus.
TIMELINE AND OFFER PERIOD
The bookbuilding period for the institutional offering (the "Bookbuilding
Period") is expected to commence at 09:00 (CEST) on 9 June 2026 and expire at
14:00 (CEST) on 16 June 2026. The application period for the retail offering
(the "Retail Application Period") and the application period for the employee
offering (the "Employee Application Period") is expected to commence at 09:00
(CEST) on 9 June 2026 and expire at 12:00 (CEST) on 16 June 2026. The
Bookbuilding Period, the Retail Application Period and the Employee Application
Period may be shortened or extended at any time, however, so that they cannot be
extended beyond 14:00 (CEST) on 23 June 2026. In the event of an extension of
the Bookbuilding Period and/or a shortening or an extension of the Retail
Application Period and/or the Employee Application Period, the allocation date,
the payment due dates and the date of the listing will be changed accordingly.
The Company expects to announce the number of shares sold in the Offering
through the information system of Euronext Oslo Børs on or about 16 June 2026.
CONDITIONS FOR THE OFFERING
Completion of the IPO is conditional upon the Oslo Stock Exchange approving the
Listing application within the end of the Bookbuilding Period, on conditions
acceptable to the Company and the satisfaction of certain conditions for
admission to trading expected to be set by the Oslo Stock Exchange, including
(i) the Company obtaining a minimum of 500 shareholders, each holding shares
with a value of more than NOK 10,000, and (ii) there being a minimum free float
in the Shares of 25%. The Company's Listing application is expected to be
considered and approved by the Oslo Stock Exchange on 15 June 2026, but there
can be no assurance that the Oslo Stock Exchange will approve the Company's
Listing application or that the Company will satisfy any conditions to such
approval.
The IPO is furthermore conditional upon (i) the Company, in consultation with
the Managers, having approved the number of Offer Shares and the allocation of
the Offer Shares to eligible investors following the bookbuilding process , (ii)
a placing agreement entered into between the Managers, the Selling Shareholders
and the Company remaining in full force and effect in accordance with the terms
and conditions of such agreement and (iii) the board of directors of the Company
resolving to proceed with the Offering. There can be no assurance that these
conditions will be satisfied. If the conditions are not satisfied, the Offering
may be revoked or suspended, resulting in all applications for Offer Shares
being disregarded, any allocations made cancelled and any payments made being
returned without any interest or other any compensation to the Applicants. All
dealings in the Shares prior to settlement and delivery are at the sole risk of
the parties concerned.
***
Advisors:
ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA act as Joint
Global Coordinators and Joint Bookrunners in the Listing and the Offering, while
Skandinaviska Enskilda Banken AB (publ) Oslo Branch is acting as Joint
Bookrunner (collectively the "Managers").
Advokatfirmaet Wiersholm AS is acting as legal advisor to Bohus and
Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.
For further queries, please contact:
John Thomasgaard, CEO
+47 450 05 830
jaad@bohus.no
Krister Pedersen, CFO
+47 952 45 037
krister.pedersen@bohus.no
Media contact:
Jo Christian Lund-Steigedal, Partner in Corporate Communications AS
+47 415 08 733
jcs@corpcom.no
About Bohus
Bohus is a Norwegian retail group operating in the furniture and home furnishing
market. The Group was founded in 1976 and today operates an omnichannel platform
comprising 72 stores across Norway (of which 66 are fully owned and six operate
under franchise agreements), supported by a +30,000 m2 central warehouse and a
complementary online channel. The Group serves customers through a broad product
assortment focusing on heavy furniture and destination-shopping products, and
with a high degree of customisable furniture tailored to customer preferences.
(1) Based on 97,845,796 shares currently outstanding (of which 112,960 shares
are held in treasury), excluding approx. 1.75 million shares that will be issued
to settle existing synthetic shares as part of the Listing.
IMPORTANT NOTICE
This announcement does not constitute an offer to sell, or a solicitation of an
offer to purchase or subscribe for, any securities of Bohus ASA (the "Company").
The information contained in this announcement is provided for informational
purposes only and does not purport to be complete. No person may rely on the
information contained in this announcement, or on its accuracy, fairness or
completeness, for any purpose.
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 may not be offered or sold in the United States unless registered
under the Securities Act or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in
compliance with applicable U.S. state securities laws. The Company does not
intend to register any part of the Offering in the United States or to conduct a
public offering in the United States. Copies of this announcement are not being,
and must not be, distributed in or sent into the United States.
In any EEA Member State other than Norway, this communication is addressed and
directed only to qualified investors in that Member State within the meaning of
the Prospectus Regulation, namely investors who may receive the offer without an
approved prospectus in that EEA Member State. “Prospectus Regulation" means
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017, together with any applicable implementing measures in any Member
State.
In the United Kingdom, this communication is addressed and directed only to
qualified investors who are (i) investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") (all such persons being referred to as "relevant
persons") and (b) only in circumstances falling within the circumstances set out
in Part 1 of Schedule 1 to The Public Offers and Admissions to Trading
Regulations 2024. This communication is directed only at Relevant Persons and
must not be acted on or relied on by any person who is not a Relevant Person.
Any investment or investment activity to which this announcement relates is
available only to, and will be engaged in only with, Relevant Persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
It may be unlawful to distribute this announcement in certain jurisdictions.
Copies of this announcement are not being, and must not be, made, distributed or
sent in or into the United States, Canada, Australia, the Hong Kong Special
Administrative Region of the People’s Republic of China, Japan or any other
jurisdiction where such distribution would be unlawful. The information in this
announcement does not constitute an offer in any jurisdiction where such offer
would be unlawful.
Certain matters addressed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that do not relate to
historical facts and may be identified by terms such as “anticipate”, “believe”,
“continue”, “estimate”, “expect”, “intend”, “may”, “should”, “will” and similar
expressions. The forward-looking statements in this announcement are based on a
number of assumptions, many of which are themselves based on further
assumptions. Although the Company considered these assumptions reasonable when
made, they are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors that are difficult or
impossible to predict and are outside the Company’s control. These factors may
cause actual events to differ materially from the expectations expressed or
implied by the forward-looking statements. The information, opinions and
forward-looking statements in this announcement speak only as of the date of
this announcement and may be changed without notice.
This announcement has been issued by the Company, which is solely responsible
for its contents. The Managers are acting exclusively for the Company and for no
one else. Accordingly, the Managers will not be responsible to any person other
than the Company for providing the protections afforded to their respective
clients or for giving advice in connection with the contents of this
announcement or any matter referred to in it.
Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement, and none
of them accepts any responsibility for its contents or for any matter referred
to in it.
This announcement is provided for information purposes only and should not be
relied on as a substitute for independent judgment. It does not constitute
investment advice and must not, in any circumstances, be used or regarded as an
offer to sell, a solicitation of an offer to buy, or a recommendation to buy or
sell any securities of the Company. Neither the Managers nor any of their
respective affiliates accepts any liability arising from the use of this
announcement.
The Company, the Managers and their respective affiliates expressly disclaim any
obligation or undertaking to update, review or revise any statement contained in
this announcement, whether as a result of new information, future developments
or otherwise.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Any person who receives this announcement or such
other information must inform themselves of, and comply with, all applicable
restrictions.
This announcement is not a prospectus; it is an advertisement. Investors should
not subscribe for or purchase any securities, or make any investment decision
referred to herein, except on the basis of the information contained in the
prospectus issued by the Company. The prospectus will be published and made
available on the Company’s website.
More information:
Access the news on Oslo Bors NewsWeb site
Source
Oslo Børs
Provider
Oslo Børs Newspoint
Company Name
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