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Qben Infra (the “Offeror” or the “Company”), previously named Kvalitetsbyggsgruppen R AB, is pleased to announce that it will make a voluntary share exchange offer (“the Offer”) to acquire all the outstanding shares in ININ Group AS (“ININ Group” or “IG”) for a consideration to IG shareholders in the form of 0.2365482 newly issued shares in Qben Infra per share in IG (the “Offer Consideration”). After completion of the Offer and assuming 100% acceptance rate, ININ Group share holders will own 48.7% of Qben Infra.
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The Board of Directors in Qben Infra has also resolved to commence with an initial public offering process and listing of Qben Infra on Nasdaq Stockholm or Nasdaq First North Premier Growth Market (“First North Premier”), and IG shareholders having accepted the Offer will receive listed Qben Infra shares as Offer Consideration.
Qben Infra will form the parent company for the combined entity that will be a Swedish listed infrastructure compounder. Following completion of the Offer and subject to a 2/3 majority vote at ININ Group’s general meeting, Qben Infra will seek to apply for a de-listing of ININ Group at Euronext Growth.
The Offer is the result of strategic discussions between Qben Infra and selected large shareholders in ININ Group, including Gimle Invest. Gimle Invest has together with Sogn Invest, Tigerstaden, Middelborg, Lani Invest, Songa Investments and other shareholders in ININ Group (the “Pre-accepting shareholders”) entered irrevocable pre-acceptances for approximately 39.2% of the outstanding share capital of IG with respect to the Offer. Including warrants, options and shares on total return swap agreements, the Pre-accepting shareholders control approximately 45.3% of the share capital on a fully diluted basis of IG. ININ Group has not been involved in the process leading up to the Offer.
Offer document
The complete details of the Offer, including all terms and conditions, will be contained in an offer document (the “Offer Document”), which will be sent to all eligible shareholders of ININ Group. The Offer Document is expected to be published during May 2024 after finalisation of estimated pro forma IFRS-16 financials for the combined company and the assessment of the Offer Document by the Swedish Financial Supervisory Authority.
Transaction rational
Following completion of the Offer, Qben Infra will be positioned as a successful compounder focused on critical infrastructure listed in Stockholm. The Company will have five strong scalable platforms comprising Power Distribution, Construction & Civil Engineering, Railway, Testing, Inspection & Certification and Real Estate, with synergies from shared corporate functions, procurement, supply chain, and in-house construction competence. ININ Group will also benefit from improved access to opportunities in the Swedish market enabled by Qben Infra’s local presence.
Qben Infra will have an attractive investment story, based on i.a.:
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A platform for accretive M&A within fragmented niche markets: Proven M&A track-record and fragmented markets with several smaller private companies offer an attractive opportunity to establish a leading infrastructure focused M&A compounder
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Attractive underlying markets with structural tail wind: Growth within transportation, housing and environmentally friendly infrastructure investments driven by megatrends and increased public spending partly related to underinvestment in infrastructure over time leading to recent large increases in public budgets
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Robust customer portfolio with high share of repeat business: Strong and resilient customer portfolio comprised of a combination of government owned companies and robust blue-chip companies and high share of re-occurring business
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Agile companies in markets with limited competition from larger player: Entrepreneurial and specialised organisations with operational track-record and ability to innovate in niche segments with limited competition from larger and less agile players
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Management team with extensive industrial know-how and M&A track-record: Management team with proven track record of creating shareholder value by combining industrial and operational expertise with M&A-led growth
Quotes
“The strategic rationale of joining forces with ININ Group is to create a larger and more robust listed company in Sweden, with different yet complementary offerings within selected infrastructure niches. Moreover, there are significant synergy effects to be achieved through a merger including a strengthened Nordic presence which would enable both ININ Group and Qben Infra to capitalize on expansive infrastructure budgets in both Norway and Sweden. Combining IG’s expertise within railway infrastructure and Qben Infra’s expertise within construction and civil engineering will create a unique value proposition that I am confident our existing and prospective customers will appreciate” says Per Anderson, CEO of Qben Infra.
“I have worked with different infrastructure projects across the Nordics for more than two decades and have never seen a more attractive market than I see now. Several decades of underinvestment in critical infrastructure has led to massive maintenance debt both in Sweden and Norway. Moreover, the current macro environment has drastically changed the way we look at energy security, defence capabilities and critical infrastructure. Combining forces with Qben Infra would create a larger and more robust company, that can grow both organically and inorganically in attractive infrastructure segments and that will also pave the way for ININ’s portfolio companies in the Swedish market” says Øivind Horpestad, Chairman of Gimle Invest.
Key terms and conditions of the Offer
The Offer Consideration will comprise of 0.2365482 newly issued shares in Qben Infra after the completion of a 1:3 share split resolved by the Board of Directors in Qben Infra. Number of outstanding shares in Qben Infra will be 36 million after the share split. The Offer is based on a fully diluted number of outstanding shares in ININ Group of 144,644,544 shares (calculated as number of ordinary shares, less treasury shares, plus options and warrants with strike price less than NOK 3.3 per share). After completion of the Offer and assuming 100% acceptance rate, ININ Group share holders will own 48.7% of Qben Infra. The Offer will not be conditional upon a minimum acceptance level.
The issuance of shares in Qben Infra and delivery of such shares to accepting IG shareholders will take place in conjunction with the initial public offering and listing of Qben Infra at Nasdaq Stockholm or First North Premier. As further set out below, listing of the shares will be a condition to the Offer that the Offeror or accepting shareholders in ININ Group cannot waive. The listing is expected to take place during the second half of 2024, but in any event no later than 31 December 2024. The Board of Directors in Qben Infra are committed to seeking Qben Infra listed at Nasdaq Stockholm and will as soon as practically possible commence with an uplisting process to Nasdaq Stockholm in the event that Qben Infra is initially listed on First North Premier.
The completion of the Offer shall be subject to the conditions set out below, each one of which (except for listing at Nasdaq Stockholm or First North Premier) may be waived by the Offeror fully or partly
(i) The Nasdaq Stockholm or First North Premier listing committee shall have approved the application for listing;
(ii) Relevant regulatory approvals shall have been obtained (any terms or conditions for regulatory approvals imposed by regulators shall be acceptable to Qben Infra);
(iii) IG shall in all material respects have conducted its business in the ordinary course
(iv) The Offeror shall have received change of control consent from IGs bond holders;
(v) No legal action shall have been taken that will or might restrain or prohibit the Offer or the completion of the Offer; and
(vi) No material adverse change shall have occurred between the date of this announcement and until settlement of the Offer.
The Offer will not be subject to any due diligence condition other than what is required to obtain approval for listing on Nasdaq Stockholm or First North Premier.
Introduction to Qben Infra
Qben Infra (previously named Kvalitetsbyggsgruppen R AB), is a private Swedish company founded in 2001 by Per Anderson who serves as CEO and at the date hereof owns approximately 90% of the share capital in Qben Infra. The Company has two distinct yet complementary operating segments; Construction & Civil Engineering and Real Estate. Qben Infra has 80 FTEs whereof approximately 50% are project managers and approximately 50% construction workers. The Company operates across Sweden and has recently expanded its Real Estate operation into Norway.
The Construction & Civil Engineering division of Qben Infra operates as overall project responsible with focus on high-quality delivery on time and efficient procurement using specialist subcontractors. The division has two sub-divisions;
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Construction: The Construction division operates as a general contractor for comprehensive construction and civil engineering projects, including schools, hospitals, railway stations and apartment buildings and the typical project size range from SEK 100-200 million; and
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Renovation: The renovation division operates as a general contractor for renovation projects of e.g. schools, office buildings and paring lots and typical project size range from SEK 5-60 million
The Real Estate division focus on both new build projects and renovation of acquired buildings where Qben Infra transforms old and worn-down buildings into energy efficient, more ESG friendly buildings that are either sold or leased-out on long-term agreements. The division benefits significantly from construction know-how in the Construction and Civil Engineering division. Typical project size for new build projects range from 500-1,000 sq. meters and renovation projects typically range from SEK 10-50 million.
Qben Infra has good financial visibility from a record high project backlog currently at SEK 4,200 million. The back-log comprise real estate projects of SEK 2,500 million that will be completed during the period 2024 to 2030 and construction projects of SEK 1,700 million. The back-log of construction projects include all tender offers that Qben Infra has submitted bids on.
Qben Infra financial development
SEKm 2019 2020 2021 2022 2023E
Revenues 422 580 801 583 700
Adj. EBITDA 14 18 16 21 65
EBITDA 14 18 16 21 45
Adj. EBIT 13 18 16 20 61
EBIT 13 18 16 20 41
The figures in the table above shows audited consolidated financial figures for the Company for 2019 to 2022 prepared in accordance with Swedish GAAP (K3). The 2023 figures are unaudited estimates based on IFRS reporting.
The Company has strong underlying growth. Decline in revenues from 2021 and 2022 explained by the divestment of two companies representing approximately SEK 250 million of revenues in 2022 and SEK 110 million of revenues in 2021.
Profitability margins in 2023 is not directly comparable to margins in the period 2019 to 2022 due to change in accounting principles related to construction work on real estate projects in associated companies.
Adjustment in 2023 relates to one-off costs incurred in relation to one specific project with total value of SEK 200m, where KB completed the work in accordance with plan, but the customer became financially challenged and hence unable pay for the entire project.
In the short term the Company expects to grow revenues by 15-17% with EBITDA margin of 8-10%. Construction & Civil Engineering is expected to grow revenues by 2-4% with an EBITDA margin of 5-7%. Real Estate revenues is expected to be 3-5% of the current real estate project backlog with EBITDA margins of +30%.
In the longer term, the Company expects to grow by 18-22% per annum with EBITDA margins gradually increasing towards 16-20%. Construction & Civil Engineering segment is expected to grow by 5-7% with EBITDA margins of 5-7%. Real Estate will drive most of the revenue growth and the expanding EBITDA margin. The Real Estate project backlog is expected to grow by 10-12% per annum with an annual backlog conversion gradually increasing towards 16-20%.
Bid premiums
The Offeror will provide ININ Group’s shareholders with a third-party valuation of Qben Infra together with the Offer Document. Based on the most recent internal valuation estimate of Qben Infra, the Offer Consideration represents a value of IG’s outstanding share capital of NOK 855 million on a fully diluted basis. This valuation represents a premium of 110.4% compared to the volume weighted average price of the IG shares for the three-month period ending on 5 April 2024
Advisers
ABG Sundal Collier ASA is acting as financial adviser and Advokatfirma DLA Piper is acting as legal adviser to the Offeror in the process.
Contact information
Qben Infra
Per Anderson
VD Qben Infra
Tel: +46 07 07 37 17 17, E-post: per@kvalitetsbygg.se
Important notice
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Norwegian and/or Swedish law.
This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by the Offeror. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States or by persons located or resident in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States or to any person who is from or is located or resident in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. For purposes of this section, “United States” refers to the United States of America (its territories and possessions, any state of the United States and the District of Columbia).
Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being from, being located in or participating in the Offer from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States and not acting on a non-discretionary basis for a principal that is from, is located in or giving order to participate in the Offer from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. The Offeror will not deliver any consideration relating to the Offer to Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States must not forward this press release or any other document related to the Offer to such persons.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom except where there is an applicable exemption. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Service and Markets Act 2000 (Financial Promotion) Order 2005.
Regardless of the previous, the Offeror reserves the right to approve that the Offer is accepted by persons not present or resident in Sweden if the Offeror, in its own opinion, assesses that the relevant transaction can be carried out in accordance with applicable laws and regulations.
To the extent permissible under applicable law or regulation, the Offeror or its brokers may purchase, or conclude agreements to purchase, shares in ININ Group, directly or indirectly, outside of the scope of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for ININ Group shares, such as warrants. These purchases may be completed via a market place at market prices or outside a market place at negotiated prices. Any information on such purchases will be disclosed as required by law or regulation in Norway and/or Sweden.
Forward-looking information
Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of the Offeror. Any such forward-looking statements speak only as of the date on which they were made and the Offeror has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
Kilde
