Humble and Intressenten have entered into a non-binding letter of intent regarding the Transaction. Intressenten focuses on commercial real estate located mainly in central Sweden and manages properties with a value of approximately SEK 1.7 billion.
The preliminary agreed value of the Properties amounts to approximately SEK 277 million excluding earn-out. A significant difference from the terms announced on July 12, 2023 is that the option and one property are not included in the Transaction. Since the announcement, two properties have been combined into one property. Of the purchase price, 80 percent shall be paid in cash and the remaining 20 percent shall be paid by Intressenten issuing preference shares in Intressenten to Humble.
In addition to the purchase price, Humble and Intressenten intend to share in value increases attributable to two of the Properties after deduction of costs relating to the construction of two new factories, which constitute earn-outs in the Transaction. The intention of the parties is that the earn-outs, where applicable, will be paid by Intressenten to Humble in cash in connection with the completion of each factory.
The parties intend to complete the Transaction in two stages. The first stage comprises three properties corresponding to an agreed value of approximately SEK 141 million and the parties' intention is that closing will take place upon signing of the share transfer agreement. The second phase comprises the remaining seven properties corresponding to an agreed value of approximately SEK 136 million and the parties' intention is that access shall take place no later than April 1, 2024. Access to phase 2 is intended to be conditional upon Intressenten obtaining the necessary financing for the part of the purchase price relating to phase 2.
Following completion of the Transaction, Humble still owns three properties and holds purchase options on favorable terms on two additional properties. The Company is reviewing opportunities to dispose of these properties in the future.
The intention is to structure the Transaction in accordance with what was announced on July 12, 2023 (i.e. as a sale-leaseback) where the Company in connection with the transaction enters into long-term lease agreements with Intressenten to secure operational management and continued right of use of existing businesses. The book value of the Properties excluding consolidated surplus values amounts to approximately SEK 129 million. If the Transaction is completed at the agreed value of approximately SEK 270 million (after deduction of Humble's share of deferred tax of approximately SEK 7 million), it will result in a capital gain of SEK 141 million excluding consolidated surplus values and lease impact according to IFRS16. The Transaction in its entirety is expected to affect the Group's profit after tax by approximately SEK 38 million. The effects of the Transaction will be recognized in connection with the respective closing.
The Transaction would reduce Humble's net debt, after deduction of Humble's share of deferred tax of approximately SEK 7 million, by approximately SEK 270 million. Following completion of the Transaction, Humble's EBITA will decrease by approximately SEK -11 million, corresponding to an EBITA multiple of 25. The net effect on Humble's liquidity and after amortization of the real estate related loans is expected to amount to approximately SEK 204 million.
| (SEK MILLION) | Stage 1 | Stage 2 | Total effect |
| Gross purchase price | 141 | 136 | 277 |
| Net purchase price | 137 | 133 | 270 |
| Mortgage repayments | -35 | -31 | -66 |
| Net purchase price after loan amortization | 102 | 102 | 204 |
Intressenten will conduct customary due diligence on the Properties and the parties will negotiate the terms of the transfer agreement in parallel with the due diligence. The parties intend to enter into a binding transfer agreement regarding the Transaction in the fourth quarter of 2023.
For further information, please contact:
Simon Petrén, CEO, Humble Group AB
E-mail: simon.petren@humblegroup.com
Phone: +46 8 61 32 888
This information is information that Humble Group AB is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information in this press release was published through the agency of the contact person set out above, at the time stated by Humble's news distributor Cision at the time of publication of this press release.
ABOUT HUMBLE
Humble Group is a Swedish foodtech and FMCG group delivering the next generation of consumer products that are good for people and the planet. Humble focuses on the foodtech, eco, sustainability and vegan segments. The companies are growing through organic growth, acquisitions and leveraging synergies in the different business units: brands, distribution, manufacturing and ingredients. Humble's technologies, refined through scientific research and extensive market experience, facilitate new formulations and recipes that improve taste and texture for the next generation of sugar-reduced, sustainable and vegan products. For more information, visit www.humblegroup.com
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: info@fnca.se
Forward-looking statements
This press release contains forward-looking statements that reflect Humble's intentions, beliefs or expectations regarding 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 can be identified by the use of words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "anticipates", "should", "could" and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although Humble believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. Humble does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of the press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. 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, except as required by law or Nasdaq First North Growth Market's Rule Book for Issuers.
