Componenta Corporation, Stock Exchange Release, on 7 November 2019 at 17.10
Componenta Corporation ("Componenta" or the "Company") announced on 16 May 2019 that it had signed an agreement on purchasing the shares and capital loans of Komas Oy ("Komas"), a machining operation company, from funds managed by CapMan, Fortaco Oy and certain private persons. The purchase price of the acquisition was paid by issuing shares in the Company to the sellers in accordance with the authorisation granted by Componenta's Extraordinary General Meeting held on 1 July 2019. The purchase price consisted of 60 million new shares issued by Componenta (the "New Shares"), and the purchase price was determined according to the share price at the time of closing the transaction and was EUR 7.8 million. Componenta completed the acquisition of Komas on 30 August 2019.
The Finnish Financial Supervisory Authority has today, 7 November 2019, approved the Finnish language listing prospectus ("Prospectus"), which has been prepared for listing the New Shares on the official list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki"). The listing prospectus will be available as of 7 November 2019 at the website of the Company at www.componenta.com/sijoittajat/sijoittajan-tyokalut/listalleottoesite-2019/ and as a paper version at the registered office of Componenta at Teknobulevardi 7, FI-01530 Vantaa, Finland during office hours as well as at the reception of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland as of 8 November 2019.
Trading in the Company's New Shares on the official list is expected to commence on 12 November 2019, provided that Nasdaq Helsinki approves the listing application. Following the listing of the New Shares, the total amount of the Company's listed shares is 237,269,224.
This release contains certain previously unpublished information of Componenta described in the Prospectus. The previously unpublished information includes pro forma financial information and information related to net debt as well as restructuring debt of Componenta per 30 September 2019 (any capitalized terms used below and not defined shall have the meanings assigned to them in the Prospectus).
Previously unpublished information of Componenta
The Prospectus includes certain previously unpublished financial information of Componenta related to net debt as well as restructuring debt per 30 September 2019, which are presented below:
Componenta's cash and cash equivalents per 30 September 2019 were EUR 6.0 million, non-current interest bearing liabilities were EUR 9.4 million, of which Komas Oy's share was EUR 8.6 million, and current interest bearing liabilities were EUR 2.1 million, of which Komas Oy's share was EUR 1.9 million. Componenta's non-current non-interest bearing restructuring debt per 30 September 2019 were EUR 10.9 million, and current non-interest bearing restructuring debt were EUR 1.4 million.
In connection with the Componenta Främmestad AB's bankruptcy the consolidated restructuring debts declined with EUR 2.5 million. Componenta Group recorded EUR 0.4 million restructuring debt to Componenta Främmestad AB in connection with the bankruptcy, after which consolidated external restructuring debts were EUR 13.1 million in total per 30 September 2019.
The repayment schedule of the external restructuring debts to be paid per 30 September 2019 is presented below
MEUR 2019 2020 2021 2022 2023 Total
Componenta Oyj 0.3 0.8 0.7 0.7 5.4 7.9
Componenta Finland Oy 0.5 1.0 0.9 0.9 1.9 5.2
Total 0.8 1.7 1.7 1.7 7.2 (1 13.1
1) The last repayment amounts of Componenta Corporation and Componenta Finland Ltd are bigger as it is assumed that the income from sale of real estate properties unrelated to the core business are used for the repayments at the end of the programme and in addition, it is including the supplementary payment obligation of EUR 3.2 million following the exclusion of loan guarantee of EUR 80 million.
Pro forma financial information
Prospectus includes unaudited pro forma financial information (the "Unaudited pro forma financial information"), which are presented in order to illustrate the impact of the acquisition of all Komas Oy's shares and capital loans (the "Transaction") to Componenta Group's results of operations and the financial position as if the Transaction had taken place at an earlier date. In addition, Unaudited pro forma financial information presents the preliminary impact of the bankruptcy of Componenta Främmestad AB to the pro forma income statement and pro forma statement of financial position.
The unaudited pro forma consolidated income statements for the six month period ended 30 June 2019 and for the financial year ended 31 December 2018 present the impact as if the Transaction and Componenta Främmestad AB's bankruptcy had taken place at 1 January 2018. The unaudited pro forma statement of financial position has been prepared as if the Transaction and Componenta Främmestad AB's bankruptcy had taken place at 30 June 2019.
The Unaudited pro forma financial information have been prepared for illustrative purposes only. The Unaudited pro forma financial information are meant to describe the hypothetical impact, if Transaction and Componenta Främmestad AB bankruptcy had taken place at the dates presented in the pro forma financial information, and they therefore do not present what Componenta Group's results of operations or financial position actually is, and they are also not meant to give indication on Componenta Group's results of operations and financial position in the future. When preparing the Unaudited pro forma financial information, the historical financial information have been adjusted, the purpose of which is to bring out the pro forma effect of events directly attributable to the Transaction and Componenta Främmestad AB's bankruptcy and which are factually supportable. The Unaudited pro forma financial information includes pro forma adjustments, which are based on certain assumptions which the management believes to be reasonable in the current circumstances. The Unaudited pro forma financial information also does not reflect cost savings, synergies or future integration costs, which Componenta Group expects to generate or which may incur from the Transaction or the potential impact of Componenta Främmestad AB's bankruptcy to the Componenta Group's future operations.
The Unaudited pro forma financial information has been prepared in accordance with the commission delegated regulation (EU) 2019/980 annex 20 and the accounting principles applied by Componenta Group.
The following table presents certain pro forma financial information of Componenta derived from the Prospectus:
MEUR Pro forma Pro forma income Pro forma
income statement for the consolidated
statement for financial year statement of
the six months ended 31 December financial
ended 30 June 2018 positionas at 30
2019 June 2019
Net sales 44.5 81.7
Operating 1.7 -0.1
EBITDA 4.5 4.7
1) Includes interest bearing restructuring debts
Calculation of Pro forma key financial figures
Key financial Definition
EBITDA = Operating
Net interest = Interest
bearing debt bearing
cash and cash
This stock exchange release presents as appendix 1 the unaudited pro forma income statements for the six month period ended 30 June 2019 and for the financial year ended 31 December 2018, the unaudited pro forma statement of financial position as at 30 June 2019, summary of the main pro forma adjustments as well as summary of the historical financial information used in preparing the unaudited pro forma financial information.
Shareholders and prospective investors are instructed to acquaint themselves with the entire Prospectus in addition to this stock exchange release.
President and CEO
For further information, please contact:
Marko Penttinen, President and CEO, tel. +358 10 403 2200
Marko Karppinen, CFO, tel. +358 10 403 2101
Componenta is a technology company which specializes in supplying cast and machined components to global manufacturers of vehicles, machines and equipment. The company's share is listed on Nasdaq Helsinki.
APPENDIX: Appendix 1 to Stock Exchange Release