01 March 2022
Purmo Group Plc, Stock Exchange Release, Insider information, 1 March 2022 at 18:45 EET
The corrected release includes more detailed financial information about TT Thermotech Intressenter AB’s financial performance and position.
Purmo Group has today acquired the entire share capital of TT Thermotech Intressenter AB, the Nordic heating systems company. The acquisition supports Purmo Group’s growth strategy: it brings in smart technologies to the company’s Indoor Climate System (ICS) offering, supports its solution-selling approach and strengthens Purmo Group’s position on the Nordic underfloor heating market. The acquisition is Purmo Group’s first one as a public listed company and is valued at SEK 265 million (EUR 25.0 million) on a cash and debt free basis.
Thermotech is a Nordic leading supplier of systems for heat and water distribution to all types of homes and premises. The company manufactures and supplies customised and pre-fabricated underfloor heating systems to its customers across Sweden and Finland. In 2021, the company’s total turnover was about SEK 252 million (EUR 23.8 million), EBITDA about SEK 38 million (EUR 3.6 million) in accordance with Swedish GAAP, and it had about 80 employees. Established in 1996 and with head office in Umeå in northern Sweden, it has operations in both Sweden and Finland.
The purchase price for the shares is approximately SEK 195 million (EUR 18.4 million), subject to conditional adjustment based on closing balance sheet, of which 50% is paid by issuance of a total of 671,779 new class C shares in Purmo Group Plc to the owners of TT Thermotech Intressenter AB (the “Sellers”) through a directed share issue resolved by the Board of Directors of Purmo Group Plc based on the authorization by the Extraordinary General Meeting on 13 December 2021 (the “Share Issue”). In the Share Issue the subscription price is EUR 13.50 per one class C share. The shares to be issued represent approximately 1.6 % of all the issued and outstanding class C shares of Purmo Group Plc immediately after the Share Issue. The Sellers have agreed to a 12 months’ lock-up period for the issued class C shares.
The remainder of the transaction price will be paid in cash and financed with a bank loan. In addition to the transaction price, and subject to achievement of certain objectives, the Sellers are entitled to receive a maximum earn-out consideration of SEK 60 million (EUR 5.7 million) payable in cash.
“Purmo Group’s mission is to become the global leader in sustainable indoor climate comfort solutions. Through the acquisition of Thermotech we deepen our solution selling capabilities and smart product offering. We are impressed by Thermotech’s track record of growth and their customer driven approach in offering the best possible solutions to their customers. We welcome Thermotech to Purmo Group and look forward to working together”, said Mike Conlon, Senior Vice president of Purmo Group’s ICS division.
“Hydronic underfloor heating has been at the centre of our operations since the company was established. We are passionate about simplifying the installer's everyday life and take pride in having a close relationship with our customers. Our goal is to be a preferred supplier for easy-to-install systems and to maintain the highest quality on the market in terms of functionality, environmental aspects and aesthetics. Purmo Group’s culture and strategic ambitions are very much aligned with ours and we are very excited to become part of Purmo Group’s anticipated growth journey”, said Anders Andersson, the CEO of TT Thermotech Intressenter AB.
The new class C shares issued to the Sellers are expected to be registered in the Finnish Trade Register and entered into the book-entry system of Euroclear Finland Ltd on or about 1 March 2022. Following registration of the new class C shares, the total number of class C shares of Purmo Group Plc will be 41,046,310. The new class C shares will carry shareholders rights as of the date of their registration. The new class C shares issued in the Share Issue are expected to be admitted to trading on the official list of Nasdaq Helsinki Ltd on or about 2 March 2022.
According to the Articles of Association of Purmo Group Plc (section 10 §, item 5), all class F shares could be converted into class C shares immediately following the announcement of the aforementioned Share Issue, constituting a conversion event pursuant to the Articles of Association. However, the holder of F shares, Virala Corporation, has irrevocably waived its conversion right arising in connection with this Share Issue.
Furthermore, as a result of the registration of the new class C shares issued in the Share Issue and in accordance with the Company’s Articles of Association, the dividend right of the class F shares will be adjusted so that percentages set out in section 3 § of the Articles of Association shall be decreased to reflect the dilution of the number of class F shares compared to the number of class C shares.
TT Thermotech Intressenter AB’s financial performance and position:
|SEK, million||31 December 2021||31 December 2020|
|Cash and cash equivalents||2.2||2.6|
|Deferred taxes and provisions||14.0||15.5|
|Equity and liabilities||146.2||128.8|
2021 financials are based on unaudited pro forma accounts and exclude the Russian business, which is not part of the transaction. The 2020 financials are based on audited group financial statements. The Russian business was reported as a discontinued operations in 2020 audited financial statements (no impact on 2020 net sales or EBITDA).
PURMO GROUP PLC
Mike Conlon, Senior Vice President, IC Systems, Purmo Group +44 (0)771 742 28 93
Josefina Tallqvist, Investor Relations, Purmo Group: +358 (0)40 745 5276
Purmo Group Plc is a leader in sustainable indoor climate comfort solutions in Europe. We provide complete heating and cooling solutions to residential and non-residential buildings, including radiators, towel warmers, underfloor heating, convectors, valves and controls. Our mission is to be the global leader in sustainable indoor climate comfort solutions. Our approximately 3,500 employees operate through 46 locations in 21 countries, manufacturing and distributing top quality products and solutions to customers in more than 100 countries globally. Purmo Group Plc’s shares are listed on Nasdaq Helsinki (symbol: PURMO). www.purmogroup.com
Thermotech develops, manufactures and designs complete customized heating and pipe systems. We work with directly with our customers and take pride in having a good and close relationship with our customers. Our vision is "to simplify our customers' everyday lives". Our more than 80 employees are located at our factory in Sollefteå, the head office in Umeå and at our eight Thermotech Centers in Sweden and the subsidiary in Finland. www.thermotech.se