Relais Group Plc acquires Skeppsbrons Jönköping AB in Sweden and further strengthens its position as the biggest independent commercial vehicle workshop operator in Sweden

Relais Group Plc, Inside Information 5.5.2022 at 10.55 a.m. EET

Relais Group Plc ("Company", "Relais"), the leading consolidator in the Nordic vehicle aftermarket, has signed an agreement ("Purchase Agreement") regarding the acquisition of the Swedish company Skeppsbrons Jönköping AB ("Skeppsbrons", "Corporate Acquisition"). The seller is Skeppsbrons Jönköping Holding AB ("Seller"). The closing of the Corporate Acquisition is estimated to take place during May 2022, provided that certain customary conditions for the closing of the Corporate Acquisition are met.

Skeppsbrons is a highly profitable and professionally managed heavy commercial vehicle repair and maintenance workshop in Jönköping, Sweden. It was established in 1984 and employs 37 professionals. Skeppsbrons is a multibrand workshop for heavy commercial vehicles and is also a certified service partner for MAN, Iveco and DAF. Skeppsbrons is specialized in the repair and maintenance of trucks, buses, trailers, cooling systems and lifts. The company also has a special competence in customizing heavy military vehicles for the defense sector.

Skeppsbrons Net Sales for the year 2021 was approximately 75.7 MSEK and the adjusted EBITDA was approximately 14.6 MSEK. The purchase price for the shares of Skeppsbrons is estimated to be 87.3 MSEK of which approximately 14.0 MSEK will be paid in new Relais shares directed to Bengt Hestner, the majority owner and Managing Director of Skeppsbrons Jönköping Holding AB.

Skeppsbrons Jönköping AB

Key Benefits of the Corporate Acquisition:

• The acquisition further strengthens the position of Relais as the biggest independent commercial vehicle repair and maintenance workshop operator in Sweden.
• The acquisition enables synergy benefits especially in spare parts procurement and creates cross sales opportunities for Relais' own lighting and power management products in Sweden.
• The acquisition supports the realization of Relais' long term strategic growth plans.

Arni Ekholm, CEO of Relais Group Plc:

"The commercial vehicle aftermarket is a strong growth pillar for Relais Group in the Nordic region and the strategic fit of Skeppsbrons Jönköping AB for us is excellent. Skeppsbrons is a very well established and managed company that has been able to demonstrate a very healthy profitability and steady growth during several years. The company has doubled its turnover during the last ten years and is today one of the absolute most profitable companies in its sector.

Bengt Hestner and his team have skillfully developed the company to a modern and well-functioning workshop that has a strong position in its geographical region and a solid reputation among its customers. I am very proud and happy to welcome Bengt and his professional team to join the fast-growing Relais family. As an industrial owner with a sector focus in the vehicle aftermarket we will be able to create a strong growth platform for Skeppsbrons. I also firmly believe that we can together serve our customers even better in the future.”

Bengt Hestner, Managing Director of Skeppsbrons Jönköping AB:

"Becoming a part of the Relais Group is a great possibility for Skeppsbrons. Together we will have the strength to develop the business and the service we offer to our customers. Skeppsbrons’ mission has always been to facilitate the ownership of vehicles. This we will now do together. The team at Skeppsbrons has a long history of highly skilled service of light and heavy transport equipment and we are happy to continue this journey within the Relais Group.”  
 

Share issue related to the Corporate Acquisition

Relais pays approximately SEK 14.0 million of the purchase price by issuing, in a directed share issue organised in connection with the closing of the Corporate Acquisition, a maximum total of 68,118 new Relais Group shares ("Consideration Shares") to the sellers of Skeppsbrons Jönköping AB shares. Rest of the purchase price will be paid in cash.

The directed share issue will be carried out in derogation of the pre-emptive subscription right of the shareholders by the decision of Relais' Board of Directors on the authorisation of the Company's Annual General Meeting held on 13 April 2022. The directed share issue will be organised in order to develop Relais' business and to finance the Corporate Acquisition, so there is 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 subscription price of the Consideration Shares is EUR 19.79 per share, which corresponds to the share's trade volume weighted average rate on Nasdaq Helsinki First North's Growth Market for 30 trading days preceding the signing of the Purchase Agreement.

The Consideration Shares will represent approximately 0.38 per cent of Relais shares and votes after the Share Issue. The Consideration Shares will 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 Consideration Shares will be subject to a 12-24 months lock-up period as of their issue as separately agreed.

The Company will apply for the admission of the Consideration Shares to trading in Nasdaq First North Growth Market Finland with the same share class as the Company's old shares after the Consideration Shares have been entered in the Trade Register.

Relais Group Plc

Board of Directors

Further information:

Relais Group, CEO Arni Ekholm
Tel. +358 40 760 3323
Email: arni.ekholm@relais.fi

Certified advisor:
Evli Plc
Tel. +358 40 579 6210

Distribution: 
Nasdaq Helsinki
Financial Supervisory Authority
Key media
www.relais.fi

Relais Group

Relais Group is the leading consolidator and acquisition platform on the vehicle aftermarket in the Nordic and Baltic countries. We have 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 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 acquisitions are targeted at companies having a good strategic fit with our group companies.

Our net sales in 2021 was EUR 237.9 (2020: 128.9) million. During 2021, we completed a total of six acquisitions. We employ approximately 950 professionals in six 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