Cramo Plc Stock Exchange Release 3 June 2019, at 4.00 pm (EEST)
The Finnish Financial Supervisory Authority has approved Adapteo Plc’s prospectus prepared for the demerger and for the subsequent listing on Nasdaq Stockholm
The Finnish Financial Supervisory Authority has today on 3 June 2019 approved the Finnish language demerger prospectus (the ”Demerger Prospectus”) of Adapteo Plc (“Adapteo”) prepared by Cramo Plc (“Cramo”).
Cramo announced on 18 February 2019 that the Board of Directors of Cramo had approved a demerger plan (the “Demerger Plan”) pursuant to which all of the assets, debts and liabilities relating to Cramo’s Modular Space business will transfer, without liquidation, from Cramo to Adapteo (the “Demerger”), a company to be incorporated in connection with the Demerger. The Board of Directors of Cramo has on 2 May 2019 proposed the approval of the Demerger and the Demerger Plan to the Extraordinary General Meeting of Shareholders of Cramo to be held on 17 June 2019 (the “EGM”). The completion of the Demerger is expected to be registered in the Finnish Trade Register on or about 30 June 2019, and the Adapteo shares are thereafter intended to be listed on the Main Market of Nasdaq Stockholm AB (“Nasdaq Stockholm”).
Nasdaq Stockholm has assessed that Adapteo fulfils the listing requirements of Nasdaq Stockholm, subject to certain conditions described in detail in the Demerger Prospectus. In accordance with Nasdaq Stockholm’s listing process, Adapteo intends to apply for admission to trading on Nasdaq Stockholm at the latest on the business day preceding the first day of trading. The trading of shares in Adapteo on Nasdaq Stockholm is expected to commence on or about 1 July 2019 under the share trading code ADAPT, provided that the EGM approves the Demerger.
Publication of the Demerger Prospectus
The Finnish language Demerger Prospectus and the English language demerger prospectus, which includes a Swedish language summary, will be available as of 4 June 2019 on Cramo’s website at www.cramogroup.com, the website of the financial adviser Danske Bank at www.danskebank.fi/adapteo-en and on Adapteo’s website at www.adapteogroup.com. In addition, the printed Demerger Prospectus will be available in the Finnish language and in the English language as of 4 June 2019 from Cramo, Kalliosolantie 2, FI-01740 Vantaa, Finland and at Nasdaq Helsinki Ltd. Fabianinkatu 14, FI-00100 Helsinki, Finland.
This release contains certain previously unpublished information in relation to the Demerger and Adapteo described in the Demerger Prospectus. The previously unpublished information includes Adapteo’s historical carve-out and pro forma financial information as well as certain other information, such as Adapteo’s business areas, strategy, financial targets, dividend policy and future outlook (any capitalised terms used below and not defined shall have the meanings assigned to them in the Demerger Prospectus).
Adapteo’s business areas
Adapteo will be organised in two business areas effective as of the completion of the Demerger: Rental Space and Permanent Space, and Adapteo will have operations in five geographical areas: Finland, Sweden, Norway, Denmark and Germany. The Rental Space Business Area includes the rental of Modular Space Solutions as well as the provision of assembly and other services, and the Permanent Space Business Area includes sales and long-term leasing of Modular Space Solutions.
Adapteo’s strategy and financial targets
Adapteo’s new strategy for the period spanning until 2023 is based on a number of strategic avenues to continue strengthening the Northern European leadership position as well as to further improve the strong operational platform and efficiencies to create value for shareholders. In the near-term, Adapteo will continue to place high emphasis on the integration of Nordic Modular Group Holding AB (“NMG”), which will be an important enabler for delivering the strategy. The management believes that a successful integration of NMG will unlock significant potential to leverage the stronger combined modular space platform and capture synergies both on revenue and cost sides. During the period until 2023, Adapteo’s strategy is built on three key strategic pillars, being break-out growth, commercial excellence and operational efficiency.
The long-term financial targets of Adapteo are:
Adapteo’s dividend policy
According to Adapteo’s dividend policy, Adapteo’s target is to distribute a dividend of at least 20 percent of the net result of the group (group’s profit for the year excluding items affecting comparability, net of tax).
Adapteo’s future outlook
Adapteo’s management believes that Adapteo’s business environment will not change significantly in 2019 compared to the previous year. Adapteo’s business operations are to some extent dependent on the development of the Rental and Sales Markets. Overall Adapteo believes that the demand for Modular Space Solutions will continue to be supported by structural demand drivers including urbanisation, an ageing building stock as well as increasing need for social infrastructure due to a growing number of children and elderly population. In the Rental Space Business Area, Adapteo’s management expects the demand for Modular Space Solutions to show positive development, supporting the business operations in 2019. The Rental Market is expected to grow over 10 percent in Finland and Denmark and 5 to 10 percent in Sweden, Norway and Germany. On the other hand, in the Permanent Space Business Area, Adapteo expects the demand to be somewhat weaker. In 2018, the size of Adapteo’s fleet grew at a slightly slower pace compared to the previous year and this year Adapteo will continue to gradually grow its rental fleet.
Adapteo’s pro forma financial information
The Demerger Prospectus includes unaudited pro forma financial information presented for illustrative purposes only to give effect to the NMG Acquisition and the Demerger and related refinancing to Adapteo’s historical carve-out financial information had these been consummated at an earlier point in time. The unaudited pro forma financial information has been attached in full to this release as annex 1.
The unaudited pro forma combined income statement for the year ended 31 December 2018 give effect to the NMG Acquisition as if it had occurred on 1 January 2018 and the unaudited pro forma income statements for the three months ended 31 March 2019 and for the year ended 31 December 2018 give effect to the Demerger and related refinancing as if they had occurred on 1 January 2018. The unaudited pro forma combined balance sheet as at 31 March 2019 gives effect to the Demerger and related refinancing as if they had occurred on that date.
The unaudited pro forma financial information has been prepared in accordance with the Annex II to the Commission Regulation (EC) N:o 809/2004, as amended, and on a basis consistent with the IFRS accounting policies applied by Adapteo. Adapteo adopted IFRS 16 – Leases standard on 1 January 2019 using the simplified approach, where comparative figures were not restated.
The unaudited pro forma financial information is presented for illustrative purposes only. Because of its nature, the unaudited pro forma financial information illustrates what the hypothetical impact would have been if the NMG Acquisition, the Demerger and related refinancing had been consummated at the date assumed in the pro forma financial information, and therefore, does not represent the actual results of operations or financial position of Adapteo. The unaudited pro forma information is not intended to project the results of operations or financial position of Adapteo as of any future date and does not represent the results of operations or financial position had Adapteo been an independent publicly traded company for the periods presented.
The following table details certain pro forma financial information for Adapteo derived from the Demerger Prospectus:
|In EUR million (unless otherwise indicated)||Pro forma|
|Operating profit (EBIT)||9.9||35.2|
|Operating profit (EBIT) margin, %||18.8||15.9|
|Comparable EBIT margin, %||22.8||21.7|
|EBITA margin, %||20.1||17.2|
|Comparable EBITA margin, %||24.1||22.9|
|EBITDA margin, %||38.5||32.2|
|Comparable EBITDA margin, %||42.5||37.9|
|Earnings per share, EUR||0.15||0.50|
|Comparable earnings per share, EUR||0.18||0.73|
|Operative ROCE, %||-||12.1|
|Net debt / Comparable EBITDA||4.5||-|
Adapteo’s carve-out financial information
The Demerger Prospectus includes audited carve-out financial statements of Adapteo as at and for the years ended 31 December 2018, 2017, 2016 and unaudited carve-out financial information of Adapteo as at and for the three months period ended 31 March 2019, including unaudited comparative carve-out financial information as at and for the three months period ended 31 March 2018. Adapteo’s carve-out financial information has been attached in full to this release as annexes 2 and 3.
Adapteo has not in the past formed a separate legal group. The audited carve-out financial statements of Adapteo as at and for the years ended 31 December 2018, 2017 and 2016 and the unaudited carve-out financial information of Adapteo as at and for the three months period ended 31 March 2019, including unaudited comparative carve-out financial information as at and for the three months period ended 31 March 2018, have been prepared on a carve-out basis from Cramo’s consolidated financial statements using the historical income and expenses, assets and liabilities and cash flows attributable to legal entities and business units of Adapteo, including certain of Cramo’s income and expenses, assets and liabilities and cash flows that will either be transferred from Cramo to Adapteo in the Demerger or have been allocated to Adapteo for the purpose of the preparation of the carve-out financial information.
The carve-out financial statements of Adapteo as at and for the years ended 31 December 2018, 2017 and 2016 have been prepared in accordance with IFRS as adopted by the EU under consideration of the principles for determining which assets and liabilities, income and expenses as well as cash flows are to be assigned to Adapteo. The unaudited carve-out financial information of Adapteo as at and for the three months period ended 31 March 2019, including unaudited comparative carve-out financial information as at and for the three months period ended 31 March 2018, has been prepared in accordance with “IAS 34 – Interim Financial Reporting” under the same considerations as described above.
The NMG Acquisition was completed on 31 October 2018, from which date NMG has been included into Adapteo’s carve-out financial statements. Thus, Adapteo’s historical financial information for the periods preceding the completion of the NMG Acquisition does not include the results, balance sheet items or cash flows of NMG’s operations and are not comparable. On 1 January 2018, Adapteo adopted the new IFRS 15 Revenue from contracts with customers and IFRS 9 Financial instruments standards, as well as the amendments made to IFRS 2 Share-based payments standard. The comparative information for the periods prior to 1 January 2018 has not been restated for the impact of the new and amended standards. On 1 January 2019, Adapteo adopted the new IFRS 16 Leases standard using the modified retrospective approach in the transition and has not restated the comparative financial information for the financial periods prior to 1 January 2019, as permitted by the transitional provisions of the standard. Accordingly, the carve-out financial information presented below is not fully comparable between the financial years and interim periods.
The carve-out financial information does not necessarily reflect what the combined results of operations, financial position and cash flows would have been, had Adapteo with its subsidiaries existed as a separate legal group from 1 January 2016 and had it therefore presented stand-alone consolidated financial information during the periods presented. Further, the carve-out financial information may not be indicative of Adapteo’s future performance, financial position or cash flows.
The following table details certain carve-out information for Adapteo derived from the Demerger Prospectus:
|In EUR million (unless otherwise indicated)||Carve-out|
|Organic sales growth, %||7.1||10.3||5.0||-|
|Operating profit (EBIT)||7.0||29.31||26.91||30.21|
|Operating profit (EBIT) margin, %||13.2||19.3||21.2||25.5|
|Comparable EBIT margin, %||22.8||22.3||21.2||25.5|
|EBITA margin, %||14.4||19.8||21.4||25.6|
|Comparable EBITA margin, %||24.1||22.8||21.4||25.6|
|EBITDA margin, %||32.8||37.6||38.4||41.0|
|Comparable EBITDA margin, %||42.5||40.6||38.4||41.0|
|Operating cash flow before growth capex||24.3||57.6||39.5||43.0|
|Cash conversion before growth capex, %||108.5||93.3||81.1||88.6|
|Free cash flow||13.8||11.0||-7.8||-7.8|
|Total sqm of modules||983 569.9||970 447.0||669 283.7||605 342.5|
|Utilisation rate, %||85.5||84.7||81.8||83.5|
|Average rent per sqm (€/year)||159||163||162||162|
|Average number of FTEs||374||187||158||140|
Definitions and formulas for the key figures
|Organic sales growth (carve-out)||Sales growth of assets owned by the company for the whole current and previous reporting period (i.e. excluding acquisitions, divestments and exchange rate impact)|
|Operating profit (EBIT) 2 (carve-out)||Operating profit (EBIT) as presented in the combined income statement|
|Operating profit (EBIT) 2 (pro forma)||Operating profit (EBIT) as presented in the pro forma income statement|
|EBITA2||Operating profit (EBIT) + amortisation and impairment on intangible assets resulting from acquisitions|
|EBITDA 2||Operating profit (EBIT) + depreciation, amortisation and impairments|
|Comparable EBIT2||Operating profit (EBIT) + items affecting comparability|
|Comparable EBITA2||EBITA + items affecting comparability|
|Comparable EBITDA2||EBITDA + items affecting comparability|
|Items affecting comparability||Material items outside ordinary course of business, such as costs related to the contemplated listing, acquisition and integration related expenses, restructuring expenses including redundancy payments, impairment losses on goodwill and intangible assets recognised in business acquisitions, and gains and losses on business disposals.|
|Operating cash flow before growth capex (carve-out)||Comparable EBITDA +/– change in net working capital as presented in cash flow statement – maintenance capex – non-fleet capex|
|Cash conversion before growth capex (carve-out)||Operating cash flow before growth capex / Comparable EBITDA|
|Free cash flow (carve-out)||Operating cash flow before growth capex - growth capex|
|Net capex (carve-out)||Additions to property, plant and equipment + additions to other intangible assets - disposals of rental equipment and rental accessories at net book value|
|Utilisation rate (carve-out)||Average rented fleet during the period divided by average total fleet available|
|Average rent per sqm (carve-out)||Rental sales (interim period annualised, multipled by four) / Average amount of sqm's on rent|
|Net debt (pro forma)||Non-current and current borrowings - cash and cash equivalents - loan receivables - non-current and current finance lease receivables|
|Earnings per share (pro forma)||Profit for the year / number of outstanding Cramo shares at the date of the Demerger Prospectus|
|Comparable earnings per share (pro forma)||Profit for the year excluding items affecting comparability, net of taxes / number of outstanding Cramo shares at the date of the Demerger Prospectus|
|Net debt / Comparable EBITDA (pro forma)||Net debt as at 31 March 2019 / Comparable EBITDA for the three month period ended 31 March 2019 (annualised, multiplied by four)|
|Operative ROCE (pro forma)||Comparable EBITA for the year ended 31 December 2018 / Property, plant and equipment + investment in joint ventures + net working capital (derived from Adapteo’s audited historical combined balance sheet as at 31 December 2018)|
Net working capital = Non-current other receivables + inventories + trade and other receivables – non-current other liabilities – non-current and current provisions – trade and other payables
2 Corresponding margin has been calculated by dividing the measure with net sales.
Shareholders and prospective investors are instructed to acquaint themselves with the entire Demerger Prospectus in addition to this stock exchange release.
The Board of Directors
Mr Aku Rumpunen, CFO, tel: +358 40 556 3546, email: email@example.com
Mr Philip Isell Lind af Hageby, President and CEO of Adapteo (effective upon the completion of the Demerger), tel: +46 73 022 19 36, e-mail: firstname.lastname@example.org
Nasdaq Helsinki Ltd.
Adapteo is a leading Northern European provider of modular space solutions. Adapteo rents and sells its solutions to public and private sector customers. Modular space solutions often have the functionality and quality matching on-site built buildings, and can be used to serve temporary short-term, long-term and permanent needs. Adapteo offers its services and solutions predominantly to the customer segments in the social infrastructure sector, including school, daycare, health and social care, and special accommodation as well as office and other customer segments. Adapteo operates in Sweden, Finland, Denmark, Norway and Germany. Prior to the completion of the demerger, Adapteo is a part of the Cramo Group.
Cramo is Europe’s second largest rental services company specialising in construction machinery and equipment rental and rental-related services as well as the rental of modular space. Cramo operates in about 300 depots in 14 countries. With a group staff around 2,700, Cramo's consolidated sales in 2018 was EUR 780 million. Cramo shares are listed on Nasdaq Helsinki Ltd.
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Cramo does not intend to register securities in the United States or to conduct a public offering of securities in the United States.
This release includes “forward-looking statements”. These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Demerger or its completion identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties.