Relais Group Oyj: The Board of Directors of Relais Group has resolved on directed share issues following an acquisition
Relais Group Plc
Stock Exchange Release - 17 April 2026 at 3.35 pm EEST
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 14 April 2026, resolved to carry out a directed share issue to the Company itself without consideration, in which a total of 63,376 new shares in the Company are issued ("Directed Share Issue").
The new shares will be entered in the Trade Register on or about 21 April 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 22 April 2026. After the registration of the shares, the total number of the Company's shares will be 18,560,503. The new shares will represent approximately 0.3 percent of the Company's share capital after the registration of the new shares.
By the same resolution as the Directed Share Issue, the Board of Directors has, on the basis of the share issue authorisation granted to the Board of Directors by the Annual General Meeting held on 14 April 2026, resolved to carry out a directed share issue to the Seller (as defined below) ("Consideration Share Issue"). The Consideration Share Issue shall become effective, provided that, and at the time when, the new shares issued in the Directed Share Issue have been admitted to trading on the stock exchange list maintained by Nasdaq Helsinki Oy and recorded in the Company's book-entry account.
The Consideration Share Issue relates to Relais Group's group company AutoMateriell's acquisition of Service-Ekspressen AS from Service-Ekspressen Holding AS (the "Seller"), which was announced in a press release on 16 April 2026 (the "Acquisition"). In accordance with the terms and conditions of the Acquisition, NOK 9.9 million of the purchase price will be paid in Relais Group shares ("Consideration Shares").
The shares to be issued in the Consideration Share Issue will be directed to the Seller, who has irrevocably committed to subscribing for the shares in connection with the Acquisition. In accordance with the terms and conditions of the Acquisition, the subscription price for the Consideration Shares to be issued in the Consideration Share Issue is EUR 14.0006 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 Consideration Share Issue has been calculated by dividing the portion of the purchase price of the Acquisition to be used for the share subscription (NOK 9,850,000.00 / EUR 887,307.45) by the Subscription Price of the Consideration Shares. In converting the share component into euros, the EUR/NOK exchange rate of the European Central Bank on 14 April 2026 has been applied, such rate being 11.101.
The Consideration Shares to be issued in the Consideration 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 Consideration 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 24 months from the completion of the Acquisition. During such period, the shares issued in the Consideration Share Issue may not be disposed of or transferred, except for certain customary exceptions.
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 2025 were EUR 383.4 (2024: 322.6) 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.