Relais Group Plc makes a strategically significant acquisition by acquiring e-commerce operator Lumise Ltd

Relais Group Plc makes a strategically significant acquisition by acquiring e-commerce operator Lumise Ltd

Relais Group Plc, Inside Information 31.3.2021 at 14:55 EET

Relais Group Plc ("Company", "Relais"), the leading consolidator in the Nordic vehicle aftermarket, has acquired the shares of Lumise Ltd, an e-commerce operator providing vehicle lighting solutions, as well as the shares of the procurement company Optisell Oy (jointly" Lumise") from Kari Kauhanen and other owners of the company. The Finnish Lumise is one of Europe's leading e-commerce operator specialized in lighting solutions for vehicles and working machinery. Lumise will be reported as part of Relais Group as of 1 April 2021. Kari Kauhanen and the other owners will continue to be employed by Lumise and will contribute to the further development of the company and the Relais Group.

Specialized in the online sales of vehicle lighting, Lumise Oy is the leader in its’ field in the Nordics, and a fast-growing player in Europe. Lumise has a Swedish subsidiary called Design by Scandinavian Metal AB, which, in addition to engaging in e-commerce, develops model-specific auxiliary lighting. In addition to European countries, Lumise's online stores deliver orders to dozens of other countries, including Australia and the United States.

With the acquisition, Relais can accelerate its growth by utilizing digitalization, e-commerce solutions and data analytics. Lumise's e-commerce platform is a new scalable growth area for Relais which also can be a strong growth accelerator for Relais's lighting business and creates new international growth opportunities, also outside the Nordic countries.

Key benefits of the acquisition:

• The acquisition constitutes a strategic advancement for Relais's entire business by establishing a much stronger digital channel for the group
• Lumise serves as an accelerator for the growth of Relais's own brands within the lighting business and creates new possibilities, especially for global growth
• With the acquisition, Relais accrues significant capabilities, both in terms of software and personnel, in digitalization, e-commerce platforms and data analytics

Arni Ekholm, CEO of Relais Group Plc:

"Digital transformation is proceeding quickly also in the vehicle aftermarket, and at the same time, the field of operation has become global. As a forerunner in our field, Relais wants to be an active player in AI-based e-commerce solutions, improving customer experience. Lumise is a pioneer in its field of digital e-commerce solutions and creates a new, exciting growth area for us while accelerating our digital transformation. We believe in a multichannel approach. With our growing data-analytics capability, we can provide our clients with an even more diverse range of services than before, even more precisely and efficiently. From a growth strategy perspective, the acquisition serves as a strong accelerator of growth, further increases the significance of lighting and own brands in our business, and simultaneously creates significant new international growth opportunities. We will also be one step closer to our end customers, which will give us an even better understanding of the changing customer needs. We are pleased to welcome Lumise's innovative digital professionals to Relais's rapidly growing team."

Kari Kauhanen, CEO of Lumise Ltd:

"I look forward to becoming a part of the fast-growing Relais Group. I feel that the Relais family is the best possible growth platform for Lumise, offering a robust product range, strong brands, and customer service capabilities with which we can combine and develop digital services and new operational models.Developing the customer experience is at the centre of our operations, and I know we have a lot to offer to the vehicle aftermarket. Over the past years, we have invested in back-end systems that enable international scalability. As a part of the Relais Group, we can now get the most out of these investments with the largest product range in Europe."

The net sales of Lumise for the last twelve months during the twelve-month period ending in February 2021 were approximately EUR 11.0 million and EBITDA approximately EUR 1.1 million. The company employs a total of approximately 29 people. The purchase price of the shares of Lumise was approximately EUR 10.31 million. The purchase price was paid in connection with the closing, of which EUR 7.24 million was paid in new Relais shares directed to Kari Kauhanen and to other sellers of the company. These shares are subject to a lock-up according to the terms listed below. The remaining EUR 3.07 million of the purchase price was paid to the sellers in cash. Kari Kauhanen and the other sellers will also be entitled to an additional purchase price of a maximum of EUR 1.31 million in 2022 subject to the fulfilment of the financial and operational targets agreed between the parties.

Key figures of Lumise

Share issue related to the acquisition

Relais pays EUR 7.24 million of the purchase price by issuing, in a directed share issue organized in connection with the closing of the acquisition, a maximum total of 430,559 new Relais Group shares ("Consideration Shares") to Kari Kauhanen and other sellers. The 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 authorization of the Company's Annual General Meeting held on 8 June 2020. The directed share issue will be organized in order to develop Relais's business and to finance the 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 16.8131 per share, which corresponds to the share's trade volume weighted average rate on Nasdaq First North Growth Market Finland for 30 trading days preceding the closing of the transaction.

The Consideration Shares will represent approximately 2.49 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 lock-up period of twelve (12) – twenty-four (24) months as of their issuance 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

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 the leading consolidator and acquisition platform on the vehicle 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 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 2020 was EUR 128.9 (2019: 98.9) million and we employed almost 300 professionals in six different countries. During 2021, we have already made three acquisitions, including Lumise. The combined net sales of the acquired companies total to almost EUR 92 million. Following the acquisitions, we employ more than 800 professionals. Our share is listed on Nasdaq Helsinki Ltd's Nasdaq First North Growth Market Finland with the stock symbol RELAIS.

www.relais.fi