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 M Ahlqvist 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 and audited 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

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

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

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.

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

Income statement for the `Companies acquired by Relais' for the financial year ended 31 December 2024

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.

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.

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.

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:

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:

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.

Reconciliation of pro forma key figures

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.