Quantafuel ASA (“Quantafuel”) has today reached an agreement to acquire 40% of Geminor Invest AS, the 100% owner of Geminor AS (“Geminor”) for NOK 168 million to be settled in Quantafuel shares plus a cash element of approx. NOK 2 million. As part of the transaction, Quantafuel is also granted an option to acquire the remaining shares in Geminor Invest AS.
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Geminor is a market leader in waste trading, logistics and sorting, with offices in ten European markets. The acquisition strengthens the plastic waste sourcing operations of Quantafuel, and will further contribute to a swift roll-out of Quantafuel’s Plastic-to-Liquid chemical recycling plants across Europe.
- We are determined to maintain and strengthen our position as the global leader within chemical recycling of mixed plastic waste and deliver millions of tons of recycled material to our strategic partners across Europe. Logistic, sorting and handling are key to be able to deliver on these ambitions and this investment is therefore set to become a key competitive advantage as we roll-out process capacity in large, industrial scale, says Kjetil Bøhn, CEO of Quantafuel ASA.
Key virtues of the transaction are:
- Optimal plastic waste sourcing to accelerate the Quantafuel plant roll-out and to increase future profitability
- Creating a Pan-European presence for Quantafuel for optimal sourcing across markets and broader project development
- Geminor has an asset light business model with a proven track record on growth and profitability
Geminor EBIT is estimated at NOK 34 million in 2020 and NOK 48 million for 2021, and Geminor Invest AS and Geminor AS have an adjusted net debt position of approx. NOK 50 million.
Geminor was established in 2004, and has its head office in Haugesund Norway. The company has about 80 employees and is represented with offices in ten European countries and traded volumes in twelve countries. Norway, UK, Germany, Finland, Poland and Denmark are the largest markets for Geminor. Geminor is asset light and focused on the trading and logistics of waste handling, with sorting activities in Norway, Sweden and UK. With a proven track record of organic growth, Geminor is a market leader in Norway, a top 3 player in the UK waste export market and has 70% of the export volumes from Germany to Denmark.
Plastic waste streams for recycling are to a large extent traded across borders. These cross-border flows are expected to increase further with the latest revision of the European Waste Directive (2018) banning landfill plastic waste disposal, and with expected regulation for minimum targets for separation, sorting and handling. The Geminor acquisition improves Quantafuel’s competitiveness further by facilitating access to plastic waste streams across different geographies. It facilitates achieving the best possible price, fraction specifications, volume and predictability, which contributes to both the Skive operations, and to the development of all the subsequent Quantafuel plants in new countries. Quantafuel expects improved pricing of plastic waste from the Geminor transaction, and Geminor’s ability to source volumes is set to improve with access to chemical recycling delivery points.
Quantafuel has been cooperating with Geminor for almost two years, including also on the 10,000-ton Grønt Punkt contract.
The transaction
Quantafuel will acquire 40% of the shares in Geminor Invest AS against a purchase price of NOK 168 million to be settled in 2,720,044 Quantafuel shares plus a cash element of approx. NOK 2 million.
1,803,681 of the consideration shares will be issued at the volume weighted average trading price the last three trading days prior to today, being NOK 65.20 per share. The remaining 916,363 of the consideration shares will be issued at an agreed issue price of NOK 55 per share and be subject to a 9-months lock up. Quantafuel and the Sellers have entered into a shareholders agreement with respect to their shareholdings in Geminor Invest AS. Under the shareholders agreement, the Sellers will have preferential distribution rights in Geminor Invest AS covering any loss they may have on any immediate resale of their consideration shares that are not subject to lock up.
The issue of the consideration shares by Quantafuel was resolved by the board today under the board authorisation granted by Quantafuel’s extraordinary general meeting on 3 July 2020, and was immediately thereafter subscribed by the Sellers and paid up by a contribution in kind of the relevant shares in Geminor Invest AS. Following the issue of the Consideration Shares, Quantafuel’s issued share capital will be NOK 1,385,462.61 divided on 138,546,261 issued shares.
As part of the transaction, Quantafuel has been granted an option to acquire the Sellers’ remaining 60% share stake in Geminor Invest AS for a total purchase price of approx. NOK 367 million, subject to certain adjustments. The strike price will be increased with any unpaid amount of the preferential distribution (if relevant). The option must be exercised before 30 April 2024. The option period may in certain circumstances be extended to 30 April 2025.
SpareBank 1 Markets and Danske Bank, Norwegian Branch, have acted as transaction advisers, and Wikborg Rein has acted as legal advisor, to Quantafuel in connection with the acquisition.
For further queries, please contact:
Kjetil Bøhn, CEO +47 91573818
Kristian Flaten, CFO +47 95 09 23 22
About Quantafuel | https://quantafuel.com
Quantafuel is a technology-based energy company converting waste plastics back into low-carbon synthetic oil products replacing virgin oil products. Quantafuel is establishing, operating and owning dedicated plastic-to-liquid (PtL) plants and plans to establish several plants throughout Europe and beyond.
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