Relais Group Oyj has completed the acquisition of the Swedish company Strands Group AB and decided on the related share issue

Relais Group Oyj has completed the acquisition of the Swedish company Strands Group AB and decided on the related share issue

Relais Group Plc, Company release 11.1.2021 at 14.15

Relais Group Oyj (the “Company”, “Relais”), one of the leading players in the Nordic automotive aftermarket, has completed the acquisition of the entire share capital of the Swedish Strands Group AB (“Strands”), as announced on 14 December 2020. Strands Group will be reported as part of the Relais Group as of 1 January 2021.

The purchase price of the entire stock of Strands was SEK 182,200,000, of which SEK 40,700,000 was paid by shares in Relais and SEK 123,277,319 in cash. The cash component of the purchase price will be adjusted, and final purchase price will be determined as per the terms of Purchase Agreement once the calculations concerning certain check items have been finalized. The Purchase Agreement also includes the Sellers’ right to an additional purchase price of a maximum of SEK 25,000,000 to be paid in cash if the financial targets agreed by the parties are reached by the end of 2022.

Relais paid the share component of the purchase price by issuing in a directed share issue a total of 388,851 new Relais Group shares (“Consideration Shares”) to the sellers of Strands Group shares.  The subscription price of the Consideration Shares was EUR 10.2243 per share, which corresponds to the share’s trade volume weighted average rate on Nasdaq Helsinki First North Growth Market Finland marketplace during 2 November-11 December 2020.

The decision on the directed share issue was based on the share issue authorization granted to the Board of Directors by the Annual General Meeting on June 8, 2020. The directed share issue was organized to develop Relais’ business and to finance the Corporate Acquisition, so there was a weighty financial reason for the derogation from the pre-emptive right of the shareholders within the meaning of the Finnish Limited Liability Companies Act.

The Consideration Shares represent 2.26 per cent of Relais shares and votes after the Share Issue. The Consideration Shares entitle to full dividends possibly distributed by Relais and to other distribution of assets as well as carry other shareholder rights in the Company starting from when the Consideration Shares have been entered in the Trade Register and the shareholders’ register of the Company. The number of all Relais Group Plc shares after the registration of the Consideration Shares is 17,208,901 shares.

The Consideration Shares are subject to a 360-day lock-up period as of their issue as separately agreed. The Consideration Shares were subscribed and paid in connection with the completion of the transaction, and their subscription price is recorded in Relais Group Plc's in the invested unrestricted equity fund.

Additionally, it has been agreed on upon Closing that Jon Strand will have an advisory role for the Group in the areas of branding and marketing.

Relais Group Plc

Board of Directors

For further information, please contact:

CEO Arni Ekholm

Email: arni.ekholm@relais.fi

Telephone: +358 40 760 3323

Certified adviser:

Evli Bank Plc

Telephone: +358 40 579 6210

Distribution:

Nasdaq Helsinki Ltd

Financial Supervisory Authority

Main media

www.relais.fi

Relais Group Plc in brief

Relais Group is one of the leading players in the automotive aftermarket in the Nordic and Baltic countries. We are an industrial operator with a sector focus in vehicle life cycle enhancement and related services. We also serve as a growth platform for the companies we own.

We are a profitable company seeking strong growth. We carry out targeted corporate acquisitions in line with our growth strategy and want to be an active player in the consolidation of the aftermarket in our area of operation. Our corporate acquisitions are targeted at companies having a good strategic fit with our group companies.

Our net sales amounted to EUR 98.9 (2018: 72.5) million in 2019, and we employed 258 professionals in five different countries. Our share is listed on Nasdaq Helsinki Ltd's Nasdaq First North Growth Market Finland with the stock symbol RELAIS.
www.relais.fi