Relais Group Plc, Stock Exchange Release, 15 September 2025 at 11:16 a.m. EEST
Relais Group Plc (“Relais”) has today announced that is considering the issuance
of new unsecured, unguaranteed, subordinated, and perpetual hybrid capital
securities with an expected aggregate nominal amount of EUR 40 million (the
“Capital Securities”), proceeds of which would be used for refinancing of an
acquisition-related bridge financing facility and general corporate purposes.
Related to the possible issuance of Capital Securities, Relais discloses the
following unaudited pro forma financial information for the financial year ended
31 December 2024, and as at and for the six (6) months period ended 30 June
2025. The information is presented to illustrate only the effect of the
acquisitions of MAhlqvist Oy, Team Verkstad AB, Team Verkstad Holding AS, and
Matro Group on Relais' financials, and it does not take into account the impact
of other acquisitions or divestments.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Basis of compilation
The following combined pro forma financial information (the “Pro forma
information”) is presented for illustrative purposes only to give effect to the
following acquisitions of companies (the “Acquired Companies”) and their
financing (together the “Transactions”) to Relais' financial information as if
the Transactions had been undertaken at an earlier date:
• Relais' acquisitions of Asennustyö M Ahlqvist and Team Verkstad
Sverige in 2024
· Relais acquired on 2 May 2024 the entire share capital (100 per cent) of
Asennustyö M Ahlqvist. Asennustyö M Ahlqvist Oy is a company providing
maintenance and repair services for heavy-duty vehicles in Southwest Finland.
· Relais completed on 1 October 2024 the purchase of the entire share capital
(100 per cent) of Team Verkstad Sverige. Team Verkstad Sverige provides
maintenance and repair services for buses and other heavy commercial vehicles.
• Relais' acquisitions of Team Verkstad Holding and Matro Group in 2025
· On 10 June 2025, Relais completed an acquisition whereby it acquired the
entire share capital (100 per cent) of the Norwegian Team Verksted Holding AS
and its wholly owned subsidiaries Team Verksted and LVD Lastvagnsdelar (together
“Team Verksted Holding group”). Through the acquisition, Relais became the
largest operator of independent commercial vehicle workshop chains in the Nordic
Region, measured by the number of workshops, according to the estimates by
Relais' management.
· On 2 July 2025, Relais announced that it has successfully completed the
acquisition of 70 per cent of the share capital of Matro Group announced on 7
April 2025. Matro Group operates as a distributor of truck accessories in the
Benelux and Germany.
The pro forma income statements for the six months period ended 30 June 2025 and
for the financial year ended 31 December 2024 give effect the Transactions as if
they had occurred on 1 January 2024. The pro forma balance sheet as at 30 June
2025 gives effect to the acquisition and financing of Matro Group as if it had
occurred that date. The other transactions are already included in Relais'
historical balance sheet as at 30 June 2025.
The Pro forma information has been compiled in accordance with Annex 20 to the
Commission Delegated Regulation (EU) 2019/980 and the accounting policies
applied by Relais in its consolidated financial statements in accordance with
IFRS. The Pro forma information is unaudited. The Pro forma information has been
presented for illustrative purposes only. Therefore, the hypothetical income
statements and balance sheet included in the Pro forma information is not
necessarily indicative of what Relais' financial position or financial
performance actually would have been had the Transactions been completed as of
the dates indicated. Furthermore, the Pro forma information does not purport to
project the operating results or financial position of Relais as of any future
date. In addition, the Pro forma information does not reflect any cost savings,
synergy benefits or future integration costs that are expected to be generated
or may be incurred as a result of the Transactions.
The acquisitions have been accounted for as business combinations at
consolidation using the acquisition method of accounting under the provision of
“IFRS 3 - Business Combinations”. The acquisition method of accounting applies
the fair value concepts defined in “IFRS 13 - Fair Value Measurement”, and
requires, among other things, that the identifiable assets acquired and
liabilities assumed in a business combination are recognized at their fair
values as of the acquisition date, with any excess of the purchase consideration
over the fair value of the identifiable net assets acquired recognized as
goodwill.
The Pro forma information reflects adjustments to the historical financial
information to give pro forma effect to events that are directly attributable to
the Transactions and that are factually supportable. The adjustments include
certain assumptions related to the fair valuation of the net assets acquired,
accounting policy alignments and other adjustments described in the accompanying
notes and which Relais' management believe are reasonable under the
circumstances.
The information and assumptions presented in the Pro forma information are
subject to change, among others, due to the completion of the provisional
purchase price allocations of Team Verkstad group and Matro Group. Furthermore,
Relais is in the process of conducting a detailed review of the accounting
policies of Matro Group. There can be no assurance that the assumptions used in
the preparation of the Pro forma information will prove to be correct. The
actual results of the Transactions may materially differ from the assumptions
used and the pro forma adjustments reflected in the Pro forma information.
Historical financial information
The financial information of the Acquired Companies is based on the companies'
financial information prepared in accordance with Finnish Accounting Standards
(“FAS”) and the Swedish, Norwegian, Belgian and Dutch accounting regulation.
The Pro forma information is derived from the following historical financial
information:
• Relais' audited consolidated financial statements for the financial
year ended 31 December 2024 and the unaudited half-year financial report for the
six months ended 30 June 2025.
• The audited financial statement of Asennustyö M Ahlqvist Oy for the
financial year ended 30 April 2024 andaudited financial statement of Team
Verkstad Sverige AB for the year ended 31 December. 2024 and the audited
financial statements of the companies of Team Verkstad Holding group for the
year ended 31 December 2024 as well as the unaudited management reporting for
the six months period ended 30 June 2025. For pro forma purposes historical
financial information has been combined.
• The unaudited financial information for Matro group companies for the
financial year ended 31 December 2024 as well as the unaudited management
reporting for the six months period ended 30 June 2025. For pro forma purposes,
historical financial information has been combined.
Other
On 1 July 2025 Relais acquired Autodelar Sweden AB, a local distributor of
vehicle parts, tools, and accessories located in Borlänge and Falun in Sweden.
The number of transferring employees was 9. On 7 July 2025 Relais announced that
it had agreed to acquire two heavy commercial vehicle workshops from Wetteri
Auto Oy located in Kajaani and Joensuu in Finland. The workshops employ a total
of 33 professionals.The workshops provide authorized repair and maintenance
services for Scania, Mercedes-Benz, MAN, Sisu and Mitsubishi Fuso. The
transaction will be financed using Relais available financing facility. The
transaction is expected to be closed during the third quarter of 2025. Both
acquisitions are considered minor thus their impact have not been included in
the Pro forma information.
All amounts in the Pro forma information are rounded and presented in thousands
of euros unless otherwise indicated. Thus, in certain situations, the sum of the
amounts in columns or rows may not conform exactly to the total amount presented
for a column or row.
Historical financial information and certain pro forma adjustments presented in
Norwegian kroner have been translated into euros using the average NOK to EUR
foreign exchange rate of 11.6275 for the year ended 31 December 2024 and the
average exchange rate of 11.6578 for the six months ended 30 June 2025 and in
corresponding items in Swedish kronor have been translated into euros using the
average SEK to EUR foreign exchange rate of 11.4318 for the year ended 31
December 2024 and the average exchange rate of 11.08281 for the six months ended
30 June 2025.
This Pro forma information should be read in conjunction with the consolidated
financial statements of Relais for the financial year ended 31 December 2024 and
half-year financial report for the six months period ended 30 June 2025.
Unaudited combined pro forma income statement for the six months period ended 30
June 2025
(EUR thousand, unless Relais Acquired Financing Pro forma
otherwise indicated) reported Companies
(Note 2)
(unaudited) (Note 1)
Net sales 165,697 39,663 - 205,360
Other operating income 1,039 347 - 1,386
Materials and services -83,880 -17,173 - -101,053
Employee benefit expenses -40,072 -12,161 - -52,233
Depreciation, amortization and -10,364 -5,965 - -16,329
impairments
Other operating expenses -18,011 -3,355 - -21,366
Operating profit 14,409 1,356 - 15,765
Financial income 6,051 100 - 6,151
Financial expenses -11,060 -1,862 -1,123 -14,045
Net financial expenses -5,009 -1,762 -1,123 -7,894
Profit before income taxes 9,400 -407 -1,123 7,871
Income taxes -2,068 -213 215 -2,066
Profit for the period 7,332 -620 -908 5,804
Profit for the period
attributable to
Owners of the parent 7,332 -818 -908 5,606
company
Non-controlling interests - 198 - 198
Earnings per share
Basic earnings per share, 0.41 - - 0.31
euro
Diluted earnings per share, 0.39 - - 0.30
euro
Profit for the period 7,332 -620 -908 5,804
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss
Foreign currency - - - -
translation difference
Total other comprehensive - - - -
income for the period
Total comprehensive income for 7,332 -620 -908 5,804
the period
Total comprehensive income
attributable to
Owners of the parent 7,332 -818 -908 5,606
company
Non-controlling interests - 198 - 198
Refer to the accompanying notes to the unaudited Pro forma information.
Unaudited combined pro forma income statement for the financial year ended 31
December 2024
(EUR thousand, unless Relais Acquired Financing Pro forma
otherwise indicated) reported Companies
(Note 2)
(audited) (Note 1)
Net sales 322,606 92,474 - 415,080
Other operating income 2,845 1,288 - 4,133
Materials and services -171,387 -42,801 - -214,188
Employee benefit expenses -69,810 -29,099 - -98,909
Depreciation, amortization and -18,879 -10,469 - -29,348
impairments
Other operating expenses -32,392 -9,577 - -41,969
Operating profit 32,983 1,817 - 34,800
Financial income 2,715 303 - 3,018
Financial expenses -11,947 -4,883 -2,259 -19,089
Net financial expenses -9,232 -4,580 -2,259 -16,071
Profit before income taxes 23,751 -2,762 -2,238 18,729
Income taxes -5,219 706 421 -4,093
Profit for the period 18,532 -2,057 -1,839 14,636
Profit for the period
attributable to
Owners of the parent 18,532 -2,084 -1,839 14,609
company
Non-controlling interests - 27 - 27
Earnings per share
Basic earnings per share, 1.02 - - 0.81
euro
Diluted earnings per share, 0.99 - - 0.78
euro
Profit for the period 18,532 -2, 057 -1,839 14,636
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss
Foreign currency - - - -
translation difference
Total other comprehensive - - - -
income for the period
Total comprehensive income for 18,532 -2,057 -1,839 14,636
the period
Total comprehensive income
attributable to
Owners of the parent 18,532 -2,084 -1,839 14,609
company
Non-controlling interests - 27 - 27
Refer to the accompanying notes to the unaudited Pro forma information
Unaudited combined pro forma balance sheet for the six months period ended 30
June 2025
(EUR thousand) Relais Fair valuation of Financing Pro
reported Matro Group net forma
assets (Note 2)
(unaudited)
(Note 3)
ASSETS
Non-current assets
Intangible assets 19,194 14,007 33,201
Goodwill 131,701 9,946 141,647
Tangible assets 9,296 662 9,958
Right-of-use assets 96,040 1,356 97,396
Deferred tax assets 313 313
Other non-current 552 552
financial assets
Other non-current 149 149
assets
Total non-current assets 257,245 25,970 283,215
Current assets
Inventories 99,324 5,441 104,765
Current tax 602 - 602
receivables
Other current - 76 76
financial assets
Trade and other 61,487 2,688 64,175
receivables
Cash and cash 19,709 1,608 -15,122 6,195
equivalents
Total current assets 181,122 9,813 -15,122 175,813
Total assets 438,367 35,783 -15,122 459,028
EQUITY
Share capital 80 80
Reserve for invested 73,337 73,337
unrestricted equity
Translation -6,223 -6,223
differences
Retained earnings 54,227 -6,056 48,171
Equity attributable to 121,421 115,365
owners of the parent
company
Non-controlling interests 8,624 8,624
Total equity 121,421 8,624 -6,056 123,989
LIABILITIES
Non-current liabilities
Loans from financial 137,866 137,866
institutions
Lease liabilities 79,066 1,069 80,135
Other non-current 420 18 5,000 5,438
financial liabilities
Other non-current 145 6,026 6,171
liabilities
Deferred tax 3,455 3,751 7,206
liabilities
Total non-current 220,952 4,838 11,026 236,816
liabilities
Current liabilities
Loans from financial 9,000 9,000
institutions
Lease liabilities 19,841 286 20,127
Other current 1,188 305 1,493
financial liabilities
Current tax -302 526 224
liabilities
Trade and other 66,267 1,082 30 67,379
payables
Total current liabilities 95,994 2,199 30 98,223
Total liabilities 316,946 7,037 11,056 335,039
Total equity and 438,367 15,660 5,000 459,028
liabilities
Refer to the accompanying notes to the unaudited Pro forma information.
Notes to the unaudited Pro forma information
The adjustments presented in the notes will have a continuing impact on Relais'
Pro forma information, unless otherwise stated.
Note 1 - Acquired Companies
The following table sets forth the impacts of the companies acquired by Relais
on the pro forma income statements for the six months period ended 30 June 2025
and for the financial year ended 31 December 2024.
Company Acquisition Periods included as Periods included as Ref.
date pro forma adjustment pro forma adjustment
2024 2025
Acquisitions
2024
Asennustyö M 2 May 2024 1.1-30.4.2024 - (i)
Ahlqvist
Team Verkstad 1 October 1.1-30.9.2024 - (ii)
Sverige 2024
Acquisitions
2025
Team Verksted 10 June 1.1-31.12.2024 1.1-9.6.2025 (iii)
Holding Group 2025
Matro Group 2 July 2025 1.1-31.12.2024 1.1-30.6.2025 (vi)
The pro forma income statement includes the income statement information of the
Acquired Companies for 1 January - 31 December 2024 and 1 January - 30 June 2025
as if the acquisitions had taken place on 1 January 2024. During the periods
presented in this Pro forma information the income statement information of the
Acquired Companies has been added into the pro forma income statement to the
extent that it has not been included in Relais' reported historical income
statement information:
Income statement for the ‘Companies acquired by Relais' for the six months
period ended 30 June 2025
EUR thousand Team Matro Acquired Accounting Adjustments Ref
Acquired
Verksted Group companies policy
companies
Group historical total alignment (Note 1.1 b
historical -f)
(Note
1.1a)
Net sales 33,071 11,486 44,558 -4,895 b)
39,663
Other 286 61 347 0
347
operating
income
Materials and -13,807 -7,869 -21,676 4,503 b),
-17,173
services c)
Employee -10,762 -797 -11,558 -603 e)
-12,161
benefit
expenses
Depreciation, -2,118 -69 -2,188 -1,975 -1,803 c)
-5,965
amortization
and
impairments
Other -6,655 -812 -7,467 3,127 985 b),
-3,355
operating d)
expenses
Operating 16 1,999 2,015 1,152 -1,812
1,356
profit
Financial 70 30 100 0
100
income
Financial -575 -42 -617 -1,152 -93 g)
-1,862
expenses
Net financial -505 -12 -517 -1,152 -93
-1,762
expenses
Profit before -489 1,987 1,498 -1,905
-407
income
taxes
Income taxes -195 -498 -694 480 c),
-213
e),
g),
d)
Profit for -684 1,489 805 -1,424
-620
the period
Profit for
the period
is
attributable
Owners of the -684 1,042 358 -1,176
-818
parent
company
Non 447 447 -249 f)
198
-controlling
interest
Profit for -684 1,489 805 -1424
-620
the period
Income statement for the ‘Companies acquired by Relais' for the financial year
ended 31 December 2024
Asennustyö Team Team Matro Acquired
Accounting Adjustments Ref Acquired
M. Verkstad Verksted Group companies policy
companies
Ahlqvist Sverige Group historical total
alignment
historical historical historical
EUR thousand (Note 1) (Note 1) (Note 1) (Note 1) (Note
(Note 1.1 b
1.1a)
-f)
Net sales 2,958 3,893 76,968 20,725 104,544
-12,070 b) 92,474
Other 12 351 823 103 1,288
0 1,288
operating
income
Materials and -1,136 -1,692 -33,488 -14,682 -50,998
8,197 b), -42,801
services
c)
Employee -1,207 -1,443 -23,503 -1,741 -27,894
-1,205 e) -29,099
benefit
expenses
Depreciation, -58 -90 -908 -147 -1,202 -5,222
-4,045 c) -10,469
amortization
and
impairments
Other -545 -1,018 -16,731 -959 -19,253 8,093
1,583 b), -9,577
operating
d)
expenses
Operating 23 2 3,161 3,299 6,486 2,871
-7,540 1,817
profit
Financial 0 15 199 88 303
0 303
income
Financial 0 0 -1,814 -16 -1,831 -2,871
-181 g) -4,883
expenses
Net financial 0 15 -1,615 72 -1,527 -2,871
-181 -4,580
expenses
Profit before 23 17 1,547 3,372 4,958 0
-7,721 -2,762
income
taxes
Income taxes -2 0 -248 -867 -1,118
1,823 c), 706
e),
g),
d)
Profit for 21 17 1,298 2,504 3,840 0
-5,897 -2,057
the period
Profit for
the period
is
attributable
Owners of the 21 17 1,298 1,753 3,089
-5,173 -2,084
parent
company
Non 751 751
-724 f) 27
-controlling
interest
Profit for 21 17 1,298 2,504 3,840
-5,897 -2,057
the period
Note 1.1 Adjustments
Relais has aligned the accounting policies and the presentation of the financial
statements between the figures prepared in accordance with FAS, Swedish,
Norwegian and Belgian accounting regulation and the application of Relais'
accounting policies in accordance with IFRS. The pro forma adjustments below
have been summarized in the column Adjustments in the table above. The
adjustments will have a continuing impact on Relais' Pro forma information,
unless otherwise stated.
a) Accounting policy alignment - Leases
The Acquired Companies have recognized lease expenses as an expense on a
straight-line basis over the lease term in their figures prepared in accordance
with local accounting principles and presented the lease liabilities as off
-balance sheet items. In accordance with Relais' accounting policies, right-of
-use assets and lease liabilities are recognized in accordance with “IFRS 16”
except for short-term leases or agreements for low-value assets. Depreciation of
right-of-use assets and interest expense on lease liabilities are recognized in
the income statement. In the pro forma income statement for the six months
period ended 30 June 2025, as an adjustment, depreciation expense has been
increased by 1,975 thousand euros, other operating expenses have been decreased
by 3,127 thousand euros and finance expenses have been increased by 1,152
thousand euros. In the pro forma income statement for the financial year ended
31 December 2024, as an adjustment, depreciation expense has been increased by
5,222 thousand euros, other operating expenses have been decreased by 8,093
thousand euros and finance expenses have been increased by 2,871 thousand euros.
b) Intercompany eliminations
Prior to the acquisition Relais and Matro Group had external sales and purchases
from each other. These sales and purchases have been eliminated in the pro forma
income statement as follows: elimination of net sales of 2,433 thousand euros
and materials and services of 2,433 thousand euros for the six months period
ended 30 June 2025 and elimination of net sales of 3,339 thousand euros and
materials and services of 3,339 thousand euros for the period ended 31 December
2024.
The Team Verksted Holding group companies had internal sales and purchases of
materials and services from each other. These sales and purchases have been
eliminated in the pro forma income statement as follows: elimination of net
sales of 2,461 thousand euros and materials and services of 1,839 thousand euros
and other operating expenses of 622 thousand euros for the six months period
ended 30 June 2025 and elimination of net sales of 6,602 thousand euros and
materials and services of 4,425 thousand euros and other operating expenses of
2,177 thousand euros for the period ended 31 December 2024.
Matro Group companies had also internal sales and purchases of materials and
services from each other prior to the acquisition. These sales and purchases
have been eliminated in the pro forma income statement as follows: elimination
of net sales of 2,129 thousand euros and materials and services of 2,129 euros
for the period ended 31 December 2024.
c) Impacts arising from the fair value adjustments related to Acquired Companies
Relais has fair valued the balance sheets of the Acquired Companies in its
financial reporting at the dates of those acquisitions. Relais has recognized
among others customer relationships and other marketing and technology related
intangible assets and fair valued the acquired inventories in the balance sheets
and amortized those intangible assets and recognized the impact of the
inventories in its income statement since the date of the respective
acquisition. For the purposes of the pro forma income statements, amortizations
of the intangible assets recorded in line item Depreciation, amortization and
impairments and fair value impact of the inventories recorded in line item
materials and services have been included in the pro forma income statement to
the extend Relais' reported historical income statement information does not
included such impact for the full pro forma periods.
Additional amortization related to intangible assets recognized in connection
with the acquisitions has been recognized as to the pro forma income statement
in the amount of 4,045 thousand euros for the financial year ended 31 December
2024 and 1,803 thousand euros for the six months period ended 30 June 2025. The
related tax impacts amount to 955 thousand euros for the financial year ended 31
December 2024 and 430 thousand euros for the six months period ended 30 June
2025. In addition, with respect to amounts related to Team Verksted Holding
group fair value adjustments of 230 thousand euros related to inventory have
been deducted from the six months period ended 30 June 2025 and added to the
financial year ended 31 December 2024. The tax impact of the 230-thousand-euro
adjustment is -51 thousand euros for the six months period ended 30 June 2025.
The preliminary fair value adjustments recognized for inventories in the Matro
Group acquisition on the pro forma balance sheet as at 30 June 2025 of 1,003
thousand euro, and for inventories in the Team Verksted Holding acquisition on
the pro forma balance sheet as at 30 June 2025 of 693 thousand euro have been
recorded as an expense in materials and services in the pro forma income
statement for the year ended 31 December 2024. The combined tax impact of these
inventory fair value adjustments is 403 thousand euros for the financial year
ended 31 December 2024.The inventory fair valuation adjustments will not have a
continuing impact on Relais' results or financial position. The above tax
impacts have been recognized in accordance with the applicable tax rate in each
jurisdiction. This adjustment will not have a continuing impact on Relais
profitability.
d) Acquisition-related costs
One-off transaction costs related to the acquisitions have been taken into
account in the pro forma income statement as an adjustment that simulates the
effect of the costs as if the arrangements had been completed at the beginning
of the pro forma period. The transaction costs comprise expert services,
advisory, legal services and other expenses related to the acquisitions. As a
pro forma adjustment, 594 thousand euro has been recognized in other operating
expenses for the financial year ended 31 December 2024. A pro forma adjustment
of 363 thousand euro has been recognized in the pro forma income statement for
the six months period ended 30 June 2025 to eliminate the costs that are already
included in the historical figures. In addition, the tax impact of 119 thousand
euros relating to the transaction costs has been recognized in accordance with
the applicable tax rate for the year ended 31 December 2024 and the tax impact
of -73 thousand euros relating to the elimination of the of the transaction cost
has been recognized for the six months period ended 30 June 2025. These
adjustments will not have a continuing impact on Relais' profitability, nor does
it include any estimates of future integration costs or synergy benefits.
e) Post combination service compensation
As part of the Matro Group acquisition, Relais entered into a shareholder
agreement that includes a synthetic forward option to acquire the remaining 30
per cent of shares in Matro Group (see Note 3). One of the components of the
option relates to the continued employment of the minority shareholder and it is
structured as leaver call option. This portion of the option to be paid to the
selling shareholders is determined as compensation for post-combination services
and accounted for as employee expenses under IFRS Accounting Standards based on
the services received by Relais. Relais has recognized in the pro forma income
statement for the six months period ended 30 June 2025 and for the financial
year ended 31 December 2024 1,205 thousand euros and 603 thousand euro
respectively employee benefit expense related to the accrual for post
combination services. Tax impact of 301 thousand euros relating to the employee
benefit expenses costs has been recognized for the year ended 31 December 2024
and 151 thousand euros for the six-month period ended 30 June 2025.
f) Non-controlling interest
A pro forma adjustment has been recorded to reflect the share of the pro forma
income statement attributable to the 30 per cent non-controlling interest
(“NCI”) in Matro Group, which remains following Relais' acquisition of a 70 per
cent ownership. The adjustments 447 thousand euro for the six-month period ended
30 June 2025 and 751 thousand euro for the financial year ended 31 December 2024
have been recognized based on the 30 per cent non-controlling interest in Matro
Group in the respective periods. Additionally, 30 per cent of the incremental
amortization resulting from the fair value adjustments to identified intangible
assets and the turnover of the inventory fair value adjustment related to the
Matro Group as outlined in note c), has been attributed to the non-controlling
interest for the respective periods. Accordingly, adjustments of 249 thousand
euro for the six-month period ended 30 June 2025 and 724 thousand euro for the
financial year ended 31 December 2024 have been recognized.
g) Synthetic forward option
As part of the Matro Group acquisition, Relais entered into a shareholder
agreement that includes a synthetic forward option to acquire the remaining 30
per cent of the shares in Matro Group at a future date. This obligation has been
recognized at present value in the pro forma balance sheet as at 30 June 2025
(see Note 3). The discounting of the liability results in a finance expense as
the liability unwinds over time. Consequently, a finance expense of 181 thousand
euros has been recognized in the pro forma income statement for the financial
year ended 31 December 2024 and 93 thousand euros for the pro forma income
statement the six-month period ended 30 June 2025. The related tax impact of 45
thousand euro and 23 thousand euro has been recognized for the year ended 31
December 2024 and for the six-month period ended 30 June 2025, respectively. The
tax impact has been recognized in accordance with the applicable tax rate for
the periods.
The valuation of the liabilities associated with the Post combination service
compensation and Synthetic forward option, are subject to reassessment at each
reporting period and will reflect the circumstances prevailing at that time. The
current valuations reflect management's best estimates of the fair value of each
obligation. Future valuations may vary depending on changes in relevant
assumptions, conditions, and circumstances
Note 2 - Financing
The acquisition of Asennustyö M Ahlqvist Oy in May 2024 was financed with a term
loan amounting to 3,000 thousand euro, the acquisition of Team Verkstad Holding
AS in June 2025 was financed with a 37,000-thousand-euro bridge loan and the
acquisition of 70 percent of the shares in Matro Group in July 2025 was financed
with a term loan amounting to 15,122 thousand euro that was raised in March 2025
and a vendor loan amounting to 5,000 thousand euro. Thus, only the impact of the
vendor loan related to Matro Group acquisition has been reflected as a pro forma
adjustment in the pro forma balance sheet as at 30 June 2025. Acquisition of
Team Verkstad Sverige AB was financed from cash and cash equivalents thus no new
financing was raised. The interest expenses and fees relating to financing
arrangements described above have been added and adjusted to the pro forma
income statements for the financial year ended 31 December 2024 and for the six
months period ended 30 June 2025 as if the financing arrangements were drawn
down on 1 January 2024. The interest rates used reflect the interest rate that
would actually have been payable at the relevant times.
Team Verstad Holding Group transaction was refinanced in the acquisition. The
historical financing cost in Team Verkstad Holding group has been eliminated
from the finance expenses by adding back the finance expense of 475 thousand
euros for the six months period ended 30 June 2025 and 1,551 thousand euros for
financial year ended 31 December 2024. The 5,000-thousand-euro vendor loan
related to the acquisition of Matro Group has been added to the other non
-current financial liabilities as at 30 June 2025. The interest expenses and
transaction costs associated with financing increases the financial expenses in
the pro forma income statement for the six months period ended 30 June 2025 by
1,598 thousand euros and 3,810 thousand euros in the pro forma income statement
for the financial year ended 31 December 2024. The total tax impact, relating to
the interest expense, of 215 thousand euro and 421 thousand euro has been
recognized for the six-month period ended 30 June 2025 and for the year ended 31
December 2024, respectively.
As part of the Matro Group acquisition, Relais entered into a shareholder
agreement that includes an option to acquire the remaining 30 per cent of shares
in Matro Group. The option is divided into two components: one component relates
to continued employment and is structured as leaver call options. The other
component is a synthetic forward option (“Synthetic forward option”), consisting
of symmetrical put and call rights, which entitles Relais to acquire the
remaining shares at fair value. The present value of the Synthetic forward
option, amounting to 6,026 thousand euro, has been recognized as a liability in
the pro forma balance sheet as at 30 June 2025 under other non-current
liabilities with a corresponding charge recognized directly to retained
earnings. The fair valuation of the option liability includes management
judgement related to the estimated future profitability of the Matro Group
impacting the valuation of the shares and discount factor used for the
calculation. Relais presents the NCI in its financial statements until the
acquisition of the remaining shares in Matro Group. Please refer to Note 3 for
further information on the adjustment.
The estimated unpaid portion of the Matro Group acquisition transaction costs of
30 thousand euro has been recognized as a liability in trade and other payables
and deduced from the retained earnings in the pro forma balance sheet as at 30
June 2025. The impact of this adjustment has been presented in the table
presented in Note 3.
Note 3 - Fair valuation of Matro Group net assets
The Pro Forma financial information included herein reflects the current
estimated impact of the acquisition of Matro Group. This information is
presented for illustrative purposes only and is based on preliminary assumptions
and provisional data available at the time of the this proforma financial
information. The final accounting for the acquisition is subject to the
completion of closing accounts. As such, adjustments may be required to reflect
changes in the underlying balances of Matro Group's assets and liabilities
presented herein. Furthermore, the preliminary purchase price presented may be
subject to change depending on the outcome of the closing accounts process,
which could materially affect the pro forma fair value adjustments and resulting
goodwill.
Relais acquired 70 per cent of the share capital of Matro Group on 2 July 2025.
The following table set forth the preliminary fair valuation of acquired assets
and assumed liabilities related to the acquisition of Matro Group as at 30 June
2025.
The purchase price of the 70 per cent of Matro Group was 20,122 thousand euros
including consideration of 15,122 thousand euros paid in cash and a vendor note
of 5,000 thousand euros.
EUR thousand Matro Accounting Fair value Fair Ref Financing
Ref
Group policy adjustments valuation (Note 2)
historical alignments of
net Matro net
assets assets
(Note 3)
Non-current
assets
Intangible 7 13,999 14,007 a)
assets
Goodwill - 9,946 d)
Tangible 662 662
assets
Right-of-use - 1,356 1,356
assets
Total non 669 1,356 13,999 25,970 -
-current
assets
Current
assets
Inventories 4,438 1,003 5,441 b)
Other 76 76
current
financial
asset
Trade and 2,688 2,688
other
receivables
Cash at bank 1,608 1,608 -15,122 f)
and in
hand
Total 8,810 - 1,003 9,813 -15,122
current
assets
Total assets 9,479 1 356 15,002 35,783 -15,122
EQUITY
Retained - - - - -6,056
e),
earnings g)
Equity - - - - -6,056
attributable
to owners of
the
parent
Non - - 8,624 d)
-controlling
interest
Total Equity - - - 8,624 -6,056
LIABILITIES
Non-current
liabilities
Lease - 1,069 1,069
liabilities
Other non 18 18 5,000 f)
-current
financial
liabilities
Other non - - 6,026 e)
-current
liabilities
Deferred tax - 3,751 3,751 c)
liabilities
Total Non 18 1,069 3,751 4,838 11,026
-current
liabilities
Current
liabilities
Lease - 286 286
liabilities
Other 305 305
current
financial
liabilities
Current tax 526 526
liabilities
Trade and 1,082 1,082 30 g)
other
payables
Total 1,913 286 - 2,199 30
Current
liabilities
Total 1,931 1,356 3,751 7,037 11,056
liabilities
Total equity 1,931 1,356 3,751 15,661 5,000
and
liabilities
Accounting policy alignments
In accordance with IFRS 3 (Business Combinations), leases acquired in a business
combination must be recognized as new leases under IFRS 16. Accordingly, a pro
forma adjustment has been made in the pro forma balance sheet as at 30 June 2025
to reflect the lease agreements of Matro Group as newly recognized leases under
IFRS 16. As a result, right-of-use assets amounting to 1,356 thousand euro, a
non-current lease liability of 1,069 thousand euro, and a current lease
liability of 286 thousand euro has been recognized on the balance sheet.
a) Identified intangible assets
The preliminary fair value of the identified intangible assets amount to 13,999
thousand euros, including customer related intangibles of 6,915 thousand euros,
marketing related intangibles of 3,313 thousand euros and non-compete agreement
of 3,772 thousand euros. The preliminary fair value adjustment customer related
and marketing related intangibles have been assigned a remaining useful life of
7 year and the non-compete agreement will be amortized over a 5-year period.
b) Inventory
The preliminary fair value adjustment recognized for the inventories in the pro
forma balance as at 30 June 2025 amount to 1,003 thousand euros. Relais expects
that the acquired inventory will turn over within three to four months and
accordingly, the inventory fair value adjustment has been recorded as an expense
in materials and services in the pro forma income statement for the year ended
31 December 2024. The inventory fair valuation adjustment will not have a
continuing impact on Relais' results or financial position.
c) Deferred tax liability
The deferred tax impact arising from the preliminary pro forma fair value
adjustments described in a) and b) above has been recognized based on the
enacted corporate tax rate of 25 per cent in Belgium.
EUR thousand
Customer related intangibles (a) 6,915
Marketing related intangibles (a) 3,313
Non-compete agreement (a) 3,772
Fair value of inventory (b) 1,003
Total fair value adjustments 15,002
Enacted corporate income tax rate in Belgium 25 %
Deferred tax liability 3,751
d) Goodwill
The goodwill of 9,945 thousand euro recognized in the pro forma balance sheet
represents the excess of the preliminary purchase consideration over the
preliminary fair value of the identifiable net assets acquired less the non
-controlling interest of 8,624 thousand euros. The preliminary goodwill arising
in the Matro Group acquisition is mainly attributable to synergies, assembled
workforce and geographical presence. Relais expects that the goodwill will not
be tax-deductible.
EUR thousand
Cash consideration 15,122
Vendor note 5,000
Total purchase consideration (70%) 20,122
Net identifiable assets acquired (100%) 18,800
Less non-controlling interest 8,624
Goodwill 9,946
The following adjustments have been explained as part of Note 2 and presented in
the column marked Financing (Note 2) in the table above:
e) Synthetic forward option and NCI
The present value of the synthetic forward option described in Note 2, amounting
to 6,026 thousand euro, has been recognized as a liability in the pro forma
balance sheet as at 30 June 2025 under other non-current liabilities with a
corresponding charge recognized directly to retained earnings. The fair
valuation of the option liability includes management judgement related to the
estimated future profitability of the Matro Group impacting the valuation of the
shares and discount factor used for the calculation. Relais presents the NCI in
its financial statements until the acquisition of the remaining shares in Matro
Group.
f) Purchase consideration
As outlined in Note 2, the purchase price for the 70 per cent interest in Matro
Group totals 20,122 thousand euro, comprising a cash consideration of 15,122
thousand euro and a vendor note of 5,000 thousand euro. In the pro forma balance
sheet as at 30 June 2025, the cash consideration is reflected as a reduction in
cash and cash equivalents, while the vendor note is recorded as an increase in
other non-current liabilities.
g) Transaction costs
The estimated unpaid portion of the Matro Group acquisition transaction costs of
30 thousand euro explained in Note 2 has been recognized as a liability in trade
and other payables and deduced from the retained earnings in the pro forma
balance sheet as at 30 June 2025.
The table below presents the pro forma adjustments which have been recognized
against equity:
EUR thousand Synthetic Transaction Non As at
forward related -controlling June 30,
option costs interest (FV) 2025
EQUITY
Share capital
Reserve for invested
unrestricted equity
Translation
differences
Retained earnings -6,026 -30 - -6,056
Equity attributable to -6,026 -30 - -6,056
owners of the parent
company
Non-controlling interests 8,624 8,624
Total equity -6,026 -30 8,624 2 568
Note 4 - Pro forma earnings per share
Pro forma earnings per share is calculated by dividing the pro forma profit for
the period attributable to the owners of the parent by the weighted average
number of shares outstanding. The following table sets forth the pro forma
earnings per share for the periods indicated:
For the six months For the year ended
ended June 30, 2025 December 31, 2024
Pro forma profit (loss) 5,606 14,609
for period attributable
to parent company's
shareholders (EUR
thousands)
Weighted average number 18,060,253 18,101,137
of shares outstanding -
historical
Pro forma weighted 18,060,253 18,101,137
average number of shares
outstanding - basic
Pro forma earnings per 0.31 0.81
share - basic, euro
Pro forma profit (loss) 5,606 14,609
for period attributable
to parent company's
shareholders (EUR
thousands)
Pro forma weighted 18,060,253 18,101,137
average number of shares
outstanding - basic
Dilution effect - 707,994 695,729
historical, number of
shares
Pro forma weighted 18,768,517 18,796,866
average number of shares
outstanding - diluted
Pro forma earnings per 0.30 0.78
share - diluted, euro
Note 5 - Additional pro forma information
Unaudited pro forma key figures
The following tables set forth the key figures presented on a pro forma basis
for the periods indicated.
EUR thousands or as As at or for the six For the year ended
indicated months ended June 30, December 31, 2024
2025
Pro forma net sales 205,360 415,080
Pro forma gross profit 104,307 200,892
Pro forma gross margin, % 50.8% 48.4%
Pro forma EBITDA 32,094 64,148
Pro forma EBITDA margin, % 15.6 % 15.5 %
Pro forma comparable EBITDA 32,329 65,368
Pro forma comparable EBITDA 15.7 % 15.7 %
margin %
Pro forma EBITA 19,308 41,987
Pro forma EBITA margin, % 9.4 % 10.1 %
Pro forma comparable EBITA 19,543 43,208
Pro forma comparable EBITA 9.5 % 10.4 %
margin, %
Pro forma operating profit 15,765 34,800
Pro forma comparable 16,000 36,021
operating profit
Pro forma profit (loss) for 5,804 14,637
the period
Pro forma comparable profit 6,112 15,857
(loss) for the period
Pro forma net debt excluding 146,571 N/A
lease liabilities
Pro forma net debt excluding 2.28 N/A
lease liabilities to EBITDA
Pro forma net debt including 246,834 N/A
lease liabilities
Pro forma net debt including 3.85 N/A
lease liabilities to EBITDA
Reconciliation of pro forma key figures
For the For the
six months year ended
ended 30 31
June 2025 December
2024
(EUR Relais Acquired Financing Pro Relais Acquired
Financing Pro
thousand, historical Companies Forma historical Companies
Forma
unless (Note 2)
(Note 2)
otherwise (Note 1) (Note 1)
indicated)
Gross profit
Net sales 165,697 39,663 - 205,360 322,606 94,474
- 415,080
Materials and -83,880 -17,173 - 101,053 -171,387 -42,801
- -214,188
services
Gross profit 81,817 22,490 - 104,307 151,219 49,673
- 200,892
Gross margin% 49.4% 56.7% - 50.8% 46.9% 53.7%
- 48.4%
EBITDA
Operating 14,410 1,356 - 15,765 32,983 1,817
- 34,800
profit
Depreciation, -10,364 -5,965 - -16,329 18,879 10,469
- 29,348
amortization
and
impairment
EBITDA 24,773 7,321 - 32,094 51,863 12,286
- 64,148
EBITDA 15.0% 18.5% - 15.6% 16.1% 13.3%
- 15.5%
margin, %
Comparable
EBITDA
Operating 14,410 1,356 - 15,765 32,983 1,817
- 34,800
profit
Depreciation, -10,364 -5,965 - -16,329 18,879 10,469
- 29,348
amortization
and
impairment
Items 598 -363 - 235 627 594
- 1,221
affecting
comparability
included in
EBITDA
for the
period
Comparable 25,371 6,958 - 32,329 52,490 12,879
- 65,368
EBITDA
Comparable 15.3% 17.5% - 15.7% 16.3% 13.6%
- 15.7%
EBITDA
margin %
EBITA
Operating 14,410 1,356 - 15,765 32,983 1,817
- 34,800
profit
Amortization 1,741 1,803 - 3,544 3,142 4,045
- 7,187
of
acquisitions
EBITA 16,150 3,158 - 19,308 36,126 5,862
- 41,987
EBITA margin, 9.7% 8.0% - 9.4% 11.2% 6.2%
- 10.1%
%
Comparable
EBITA
Operating 14,410 1,356 - 15,765 32,983 1,817
- 34,800
profit
Amortizations 1,741 1,803 - 3,544 3,142 4,045
- 7,187
and
acquisitions
Items 598 -363 - 235 627 594
- 1,221
affecting
comparability
included in
EBITA
for the
period
Comparable 16,748 2,795 - 19,543 36,752 6,456
- 43,208
EBITA
Comparable 10.1% 7.0% - 9.5% 11.4% 6.8%
- 10.4%
EBITA
margin, %
Comparable
operating
profit
Operating 14,410 1,356 - 15,765 32,983 1,817
- 34,800
profit
Items 598 -363 - 235 627 594
- 1,221
affecting
comparability
included in
Operating
profit
for the
period
Comparable 15,009 993 - 16,000 33,610 2,411
- 36,021
operating
profit
For the For the
six year
months ended 31
ended 30 December
June 2024
2025
(EUR Relais Acquired Financing Pro Relais Acquired
Financing Pro
thousand, Reported Companies Forma Reported Companies
Forma
unless (Note 2)
(Note 2)
otherwise (Note 1) (Note 1)
indicated)
Comparable
profit
(loss) for
the
period
Profit (loss) 7,332 -620 -908 5,804 18,532 -2,057
-1,839 14,637
for
the period
Items 598 -363 73 308 627 594 -
1,221
affecting
comparability
included in
profit (loss)
for
the
period
Comparable 7,930 -983 -835 6,112 19,159 -1,463
-1,822 15,857
profit
(loss) for
the
period
Net debt
excluding
lease
liabilities
Loans from 146,866 146,866
financial
institutions
Other loans 900 5,000 5,900
Capital loans -
Gross debt 147,766 5,000 152,766
Loan -
receivables
Receivables -
from
Group
companies
Subscribed -
capital
unpaid
Cash at bank 19,709 1,608 -15,122 6,195
and
in hand
Net debt 128,057 -1,608 20,122 146,571
excluding
lease
liabilities
Net debt 2.46 2.28
excluding
lease
liabilities
to
EBITDA
Net debt 128,057 146,571
excluding
lease
liabilities
at
June 2025
EBITDA for 51,862 12,286 - 64,148
the
year ended 31
December
20241
Net debt to 2.46 2.28
EBITDA
(excluding
lease
liabilities)
Net debt
including
lease
liabilities
to
EBITDA
Net debt 128,057 -1,608 20,122 146,571
excluding
lease
liabilities
at
June 2025
Leasing 98,907 1,356 100,263
liabilities
Net debt 226,964 -252 20,122 246,834
including
lease
liabilities
EBITDA for 51,862 12,286 - 64,148
the
year ended 31
December
20241
Net debt 4.38 3.85
including
lease
liabilities
to
EBITDA
1 Please note that in the calculation of the Net debt to EBITDA year 2024 pro
forma EBITDA has been used as no EBITDA for twelve months ended 30 June 2025 is
available under pro forma.
Performance Measures
The following table sets forth the definitions and the reasons for use of the
key figures presented on a pro forma basis. The components of the pro forma key
figures included in the definitions below have been derived from the unaudited
pro forma income statement information for the six months period ended 30 June
2025 and for the year ended 31 December 2024 and from the unaudited pro forma
balance sheet as at 30 June 2025, unless otherwise stated.
Key figure Definition Reason for use
Pro forma gross profit1 Pro forma net Gross profit measures
sales - profitability after the cost of
materials and materials and services has been
services deducted.
Pro forma EBITDA1 Pro forma EBITDA describes Relais'
operating operating result without the
profit + impact of depreciation,
depreciation, amortization and impairment.
amortization
and
impairment
Pro forma comparable EBITDA1 Pro forma Comparable EBITDA describes
operating Relais' operating profit without
profit + the impact of depreciation,
depreciation, amortization and impairment, and
amortization the impact of material items not
and included in normal business
impairment + operations.
items
affecting
comparability
included in
EBITDA
Pro forma EBITA1 Pro forma EBITA describes Relais' operating
operating result without the impact of
profit + depreciation and amortization
depreciation related to acquisitions.
and
amortization
related to
acquisitions
Pro forma comparable EBITA1 Pro forma Comparable EBITA describes
operating Relais' operating result without
profit + the impact of depreciation and
depreciation amortization related to
and acquisitions and the impact of
amortization material items not included in
related to normal business operations.
acquisitions
+ items
affecting
comparability
included in
EBITA
Pro forma comparable Pro forma Comparable operating profit
operating profit1 operating describes Relais' operating
profit + profit without the impact of
items material items not included in
affecting normal business operations.
comparability
included in
operating
profit
Pro forma comparable profit Pro forma Comparable profit (loss),
for the period1 profit for comparable profit (loss) (%),
the period + comparable profit (loss) without
items depreciation and amortization
affecting related to acquisitions and
comparability comparable profit (loss) without
included in depreciation and amortization
the profit related to acquisitions (%) are
for the presented to describe the
period operating result and improve the
comparability of financial
periods. Relais believes that
these comparable performance
measures provide relevant
supplementary information about
profitability by excluding items
outside the ordinary course of
business and the amortization of
consolidated goodwill with regard
to certain figures.
Pro forma Net debt excluding Loans from The net debt excluding lease
lease liabilities financial liabilities is presented as an
institutions, alternative performance measure,
other loans, because in Relais' view, it
capital provides relevant information
loans, gross about Relais' indebtedness.
debt, loan
receivables
and cash at
bank and in
hand
Pro forma Net debt excluding Pro forma Net The net debt / pro forma 2024
lease liabilities to EBITDA debt without EBITDA ratio (without lease
lease liabilities) is presented as an
liabilities alternative performance measure,
as at 30 June because in Relais' view, it
2025 / EBITDA provides relevant information
for the pro about Relais' indebtedness and
forma year its debt servicing ability.
ended 31
December 2024
Pro forma Net debt including Loans from The net debt including lease
lease liabilities financial liabilities is presented as an
institutions, alternative performance measure,
other loans, because in Relais' view, it
capital provides relevant information
loans, lease about Relais' indebtedness.
liabilities,
gross debt,
loan
receivables
and cash at
bank and in
hand
Pro forma Net debt including Pro forma Net The net debt / pro forma 2024
lease liabilities to EBITDA debt EBITDA ratio (including lease
including liabilities) is presented as an
lease alternative performance measure,
liabilities because in Relais' view, it
as at 30 June provides relevant information
2025 / EBITDA about Relais' indebtedness and
for the pro its debt servicing ability.
forma year
ended 31
December 2024
1 The percentage for the
same performance measure has
been calculated by dividing
the measure by net sales and
multiplying it by 100.
RELAIS GROUP PLC
Further information:
Arni Ekholm, CEO
Phone: +358 40760 3323
E-mail: arni.ekholm@relais.fi
Distribution:
NASDAQ OMX Helsinki
Principal media
Relais Group
Relais Group is a leading consolidator and acquisition platform on the
commercial vehicle aftermarket in Northern Europe. We have 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 2024 were EUR 322.6 (2023: 284.3) million. During 2024, we
completed a total of two acquisitions. We employ approximately 1,600
professionals in eight different countries. The Relais Group share is listed on
the Main Market of Nasdaq Helsinki with the stock symbol RELAIS.