TRANSACTION IN SHORT
- Humble has entered into two binding agreements with the Buyer regarding the Transaction. In connection with entering the agreements, the Buyer has taken ownership of the shares in Humble’s subsidiary, which in turn indirectly owns the three properties relating to Stage 1.
- Humble has received 80 percent of the agreed property value relating to Stage 1 in cash and the remaining 20 percent in 103 123 issued preference shares in the Buyer. Payment of the agreed property value relating to Stage 2 shall be paid 80 percent in cash, and the remaining 20 percent shall be paid in issued preference shares in the Buyer. The price per preference share shall correspond to the 30-day volume weighted average price prior to completion of Stage 2.
- Completion of Stage 2 is conditional on the Buyer obtaining required financing for part of the purchase price relating to Stage 2, at latest by March 15, 2024.
- In accordance with the agreements, Humble and the Buyer shall share equally any value increases attributable to two of the properties, after deduction of costs related to construction of two new factories, which will constitute earn-out payments in Stage 1 and Stage 2. The earn-out payments shall, where applicable, be paid by the Buyer to Humble in cash in connection with the completion of the respective two factories.
- The Transaction is structured in accordance with Humble’s announcement made in a press release on July 12, 2023 (i.e., a so called “sale-lease-back”).
- The book value of the properties in the Transaction amounts to approximately SEK 129 million, excluding group surplus values. After deduction of Humble’s share of deferred taxes corresponding to approximately SEK 7 million, the Transaction results in a capital gain of approximately SEK 141 million, excluding group surplus values and leasing impact in accordance with IFRS 16. Provided that Stage 2 is completed, the Transaction is estimated to have a positive impact on Humble’s profit after tax by approximately SEK 38 million.
- The Transaction entail, after deduction of Humble’s share of deferred tax corresponding to approximately SEK 7 million, a reduction of the Company’s net interest bearing debt by approximately SEK 270 million. Stage 1 and Stage 2 further entails that Humble’s EBITA will reduce by approximately SEK -11 million, which corresponds to an EBITA multiple of 25. The net effect on Humble’s liquidity, after amortisation of the property related loans, amount to approximately SEK 204 million.
”It is very gratifying that we now have completed Stage 1 of the Transaction. The sale of the properties is strategically right for the group as it opens up for an increased focus on core operations, while ensuring continued operations and the possibility for future expansion. The completion of the Transaction has a positive one-time effect on the result and will at the same time strengthen our cash position, whilst reducing the net interest bearing debt.” says Simon Petrén, CEO Humble Group AB (publ).
Rämsell Advokatbyrå AB is the legal advisor to Humble in connection with the Transaction.
For more information, please contact:
Simon Petrén, CEO, Humble Group AB
Phone: +46 8 61 32 888
This information is such that Humble Group is required to publish in accordance with EU Market Abuse Regulation 596/2014. The information in this press release has been published by the above contact person, at the time specified by Humble Group's news distributor Cision at the time of publication of this press release.
Humble Group is a Swedish FMCG-group, supplying the next generation of products that are good for people and the planet. Humble operate within foods, nutrition and personal/household products with focus on sustainable and healthier profile to drive high organic growth, acquisitions and utilize synergies in the different operation entities: Brands, Distribution, Manufacturing and Ingredients and R&D. Humble's technology solutions, refined through scientific research and extensive market experience, facilitate new formulations and recipes that improve the taste and texture of the next generation of healthy and sustainable products. For more information visit www.humblegroup.se
Humble is listed on Nasdaq Stockholm, First North Growth Market, under the ticker HUMBLE. FNCA Sweden AB is Humble's certified adviser. Tel: 08-528 00 399, E-mail: email@example.com
This press release contains forward-looking statements that reflect Humble's intentions, beliefs, or current expectations about and targets for Humble's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which Humble operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Humble believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Humble does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither Humble nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq Stockholm's rule book for issuers.