Relais Group Oyj: The Board of Directors of Relais Group has resolved on a directed share issue following an acquisition completed by group company Team Verkstad
Relais Group Plc
Stock Exchange Release - 10 February 2026 at 4 pm EET
The Board of Directors of Relais Group Plc ("Relais Group" or the "Company") has, on the basis of the share issue authorisation granted to the Board of Directors by the Annual General Meeting held on 10 April 2025, resolved to carry out a directed share issue of a total of 61,604 new shares in the Company ("Directed Share Issue") following an acquisition completed by a group company.
The Directed Share Issue relates to Relais Group's group company Team Verkstad's acquisition of Landströms Bygg och Plåt i Gällivare from LBP Invest AB (the "Seller"), which was announced in a press release on 19 December 2025 (the "Acquisition"). In accordance with the terms and conditions of the Acquisition, SEK 11.0 million of the purchase price will be paid in Relais Group shares ("Consideration Shares"). As announced in a separate press release on 2 February 2026, the parties completed the Acquisition as planned on 2 February 2026.
The new shares to be issued in the Directed Share Issue will be directed to the Seller, who has irrevocably committed to subscribing for the new shares in connection with the signing of the Acquisition. In accordance with the terms and conditions of the Acquisition, the subscription price for the Consideration Shares to be issued in the Directed Share Issue is EUR 16.9724 per share, corresponding to the volume-weighted average trading price of the Company's share on the Nasdaq Helsinki marketplace during the twenty (20) trading days preceding the last bank day prior to the closing of the Acquisition (the "Subscription Price"). The Subscription Price of the Consideration Shares will be fully recorded in the fund for invested unrestricted equity of the Company.
The number of Consideration Shares to be issued in the Directed Share Issue has been calculated by dividing the portion of the purchase price of the Acquisition to be used for the share subscription (SEK 11,000,000.00 / EUR 1,045,577.68) by the Subscription Price of the Consideration Shares. In converting the share component into euros, the EUR/SEK exchange rate of the Bank of Finland on 30 January 2026 has been applied, such rate being 10.5205. The number of Consideration Shares has been rounded down to the nearest whole share.
The Consideration Shares to be issued in the Directed Share Issue are issued for the purpose of developing the business of Relais Group and the group, for committing the key personnel of the acquired company and for completion of the Acquisition, and therefore there exists a weighty financial reason for the Directed Share Issue.
The Seller has committed to a transfer restriction pursuant to which 50 percent of the new shares will be subject to a transfer restriction for a period of 12 months, and the remaining 50 percent for 18 months from the completion of the Acquisition. During such period, the shares issued in the Directed Share Issue may not be disposed of or transferred, except for certain customary exceptions.
The new shares will be entered in the Trade Register on or about 13 February 2026. Relais Group will apply for the listing of the new shares on the main market of Nasdaq Helsinki Ltd, and trading in the new shares is expected to commence on or about 16 February 2026. After the registration of the shares, the total number of the Company's shares will be 18,497,127. The new shares will represent approximately 0.3 percent of the Company's share capital after the registration of the new shares.
Further information:
Thomas Ekström, CFO
Phone: +358 50 381 9751
E-mail: thomas.ekstrom@relais.fi
Relais Group:
Relais Group is a leading compounder and acquisition platform on the commercial vehicle aftermarket in Northern Europe. We have a sector focus in vehicle life cycle enhancement and related services. We also serve as a growth platform for the companies we own.
We are a profitable company seeking strong growth. We carry out targeted acquisitions in line with our growth strategy and want to be an active player in the consolidation of the aftermarket in our area of operation. Our acquisitions are targeted at companies having a good strategic fit with our group companies.
Our net sales in 2024 were EUR 322.6 (2023: 284.3) million. In 2025 we made seven acquisitions. We employ approximately 1,700 professionals in eight different countries. The Relais Group share is listed on the Main Market of Nasdaq Helsinki with the stock symbol RELAIS.