Skarta Group Plc clarifies the structuring of the NYAB arrangement and timetable, and summons an Extraordinary General Meeting

21.02.22

Skarta Group Plc clarifies the structuring of the NYAB arrangement and timetable, and summons an Extraordinary General Meeting

  • Structuring of the acquisition of NYAB Group has been change so that the transaction will be implemented almost entirely as an exchange of shares. The new structuring significantly improves the capital structure of the new group, which enables growth strategy execution and new initiatives.
  • Due diligence reviews regarding both parties have been completed and there have been no findings that would affect the realization of the transaction.
  • Skarta Group Plc summons an Extraordinary General Meeting, to be held on 17 March 2022, to decide on matters that belong to the decision powers of the shareholders’ meeting, and the closing of the transaction is estimated to take place at the end of March.

Skarta Group Plc announced on 16 December 2021 that it has signed a share exchange agreement, according to which it acquires all shares in Swedish NYAB Group. The purchase price was agreed to be 210 million euros, of which 140 million euros was intended to be paid by arranging a directed share issue for the shareholders of NYAB Sverige AB, the parent company in NYAB Group, and 70 million euros as a cash payment.

Having negotiated on the details of the transaction and a mutual business plan, parties have decided to change the structure of the arrangement so that it will be implemented almost entirely as an exchange of shares. The purchase price has been decreased by 10 million euros that is equivalent to the profit distribution that NYAB Sverige AB will pay for its shareholders before the closing of the transaction. Of the new purchase price of 200 million euros, 2,5 million euros will be paid as a cash payment and 197,5 million euros by arranging a directed share issue for the shareholders of NYAB Sverige AB.

According to the updated terms and conditions of the transaction, 414 244 098 new shares in Skarta Group Plc will be issued in the directed share issue, in which case the new shares will correspond to approximately 59 percent of all shares in the company after the closing of the transaction. The share issue will be paid with in-kind considerations through shares of NYAB Sverige AB. The closing of the transaction is estimated to take place at the end of March, in which case NYAB Group companies would be consolidated to the financial statements of Skarta Group as of 31 March 2022.

The new structuring of the transaction significantly improves the capital structure of the new group, as its equity ratio is estimated to increase to approximately 80 percent through the exchange of shares. As the cash payment to NYAB Sverige AB’s shareholders is decreased, the financial position of the new group becomes strong and that enables growth strategy execution, such as investments to green energy project development and new inorganic growth initiatives.

Prerequisites of the transaction and the Extraordinary General Meeting

According to the company announcement released on 16 December 2021, the closing of the transaction has been conditional to resolutions of the shareholders’ meeting of Skarta Group Plc regarding the share issue directed to NYAB Sverige AB’s shareholders and the approval of the transaction, approval by Swedish Competition Authority, and due diligence reviews regarding both parties. Due diligence reviews have now been completed and there have been no findings that would affect the realization of the transaction. Parties have also ensured that no approval from the Competition Authority is needed. Prerequisites of the closing remain to include certain conditions that are customary to corporate acquisitions, such as consents regarding change of control in the agreements of the companies.

To make the resolutions that belong to the decision powers of the shareholders’ meeting, Skarta Group Plc’s Board of Directors has summoned an Extraordinary General Meeting that is intended to decide on the closing of the transaction. The invitation to the meeting that will be held on 17 March 2022 has been published as a company announcement and on the company website. In addition to the closing of the transaction and the directed share issue arranged for the transaction, the meeting is intended to decide, subject to the closing of the transaction, to change the name of the company to SkartaNYAB Plc and to elect new members to the Board of Directors. The changes are proposed to come into force, when the Board of Directors has decided on the closing of the transaction, tentatively on 31 March 2022.

Proposed members of the Board of Directors

Skarta Group Plc’s significant shareholders have proposed to the Extraordinary General Meeting that, as of the closing of the transaction, current Chairman of the Board Markku Kankaala and member Jari Suominen would continue as members, and Jukka Juola, Johan Larsson, Johan K Nilsson, Mikael Ritola and Aarne Simula would be elected as new Board members.

Jukka Juola is the partner and CEO of Andament Group Oy, the largest shareholder of Skarta Group Plc. He is also the COO of Skarta Group and CEO of Skarta Finland Ltd. In addition, he is a partner and board member in several energy and industrial companies.

Johan Larsson is an entrepreneur from Luleå, who has been the CEO of NYAB Sverige AB since 2012. He has been an entrepreneur in several growth companies in different industries and a board member in almost 30 companies. He is the founder of NYAB Group’s largest shareholder Holding Investment Förvaltning I Luleå AB and an investment company Barents Investment Group AB and has positions of trust e.g. as the Board member of Luleå Business Region.

Johan K Nilsson is an attorney who has specialized in construction law and has long-standing experience in legal functions of companies in the construction industry. He has been a corporate lawyer in Peab Group in 2003-2016 and Skanska Group in 1998-2003. In 2013-2016 he was the Chief Legal Officer of Peab Group. He has had positions of trust e.g. as a Board member of Swedish Construction Contract Committee in 2001-2011. Currently, Nilsson operates as the partner of JKN Attorneys, as well as arbitrator and lecturer in matters regarding construction law.

Mikael Ritola is the Executive Vice President of NYAB Sverige AB and founding partner of its largest shareholder, Holding Investment Förvaltning I Luleå AB. He has a wide experience in entrepreneurship and management, as well as building profitable growth in construction and infrastructure industries.

Aarne Simula is a business leader from Oulu, who has been an investor in the Aktiiviomistajat consortium since 2017. He has been the CEO of car dealership Wetteri Oy since 2018 and operates actively in international networks of the car industry. He has positions of trust e.g. as the Board member of the Oulu Chamber of Commerce.

Descriptions of the members, who are proposed to be re-elected, are available on the company website at https://skartagroup.fi/en/board-of-directors/.

Disclaimer

This is an unofficial translation from the company announcement released by Skarta Group Plc. According to Skarta Group’s disclosure policy, Finnish is the official language of communication of the company, and in case there are conflicts between the translation and the Finnish company announcement, the company announcement shall prevail.

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