ViaCon’s Interim report January – March 2022

ViaCon’s first quarter was characterized by an uncertain global situation and increased prices for input materials but also of a record strong order intake, which creates good conditions for development going forward.

FIRST QUARTER 2022

  • Net sales amounted to SEK 366.3 million (314.3), an increase of 16.5% compared with the same period last year. Organic growth amounted to 13.9%.
  • Operating earnings before depreciation (EBITDA) amounted to SEK -13.0 million (8.0), corresponding to an EBITDA margin of -3.6% (2.6).
  • Operating earnings (EBIT) amounted to SEK -28.9 million (-4.8), corresponding to an EBIT margin of -7.9% (-1.5).
  • Underlying earnings before depreciation (underlying EBITDA) amounted to SEK 1.4 million (12.8) , corresponding to an underlying EBITDA margin of 0.4% (4.1).
  • Order intake amounted to SEK 672.8 million (391.1), an increase of 72.0 % on the same period last year. Organic growth amounted to 67,5%.
  • FI (the Swedish Financial Supervisory Authority) approved ViaCon’s prospectus prior to admitting the company’s bonds for trading on Nasdaq Stockholm.
  • An agreement was signed to acquire assets from Bergschenhoek Civiele Techniek B.V. to a purchase price of EUR 3.7 million.

COMMENTS FROM THE CEO

Sales for the quarter totalled SEK 366.3 million (314.3), an increase of 16.5% on the previous year. ViaCon’s acquired operations contributed SEK 30.6 million to sales, but we have also chosen to leave non-core business with sales of approximately SEK 22 million in the same period last year. Organic growth was 13.9% adjusted for divestments and acquisitions, and was a result of good underlying demand in all segments, along with price rises and increased market shares. Order intake for Q1 were the highest ever for a single quarter, amounting to SEK 672.8 million (391.1), an increase of 72.0% compared to the same period last year. The organic growth amounted to 67,5%.

An agreement was signed during Q1 2022 to acquire assets from Bergschenhoek Civiele Techniek B.V. (BCT) in the Netherlands relating to the MultiPlate, SuperCor, HelCor/Spirosol and plastic pipe product ranges, with combined annual sales of approximately SEK 27 million. The deal was completed on May 2, 2022. The acquisition further strengthens ViaCon’s market leading position in Europe for corrugated steel-based infrastructure solutions, thus establishing an even stronger platform for delivering sustainable, competitive customer solutions. We have already begun working on the business opportunities created by the acquisition. To wisely integrating acquisitions is a priority area and we have a well-developed model to strengthen both existing and newly acquired companies by realizing the synergies.

ViaCon is committed to being at the forefront of positively influencing sustainability development in the infrastructure sector and has a stated goal of becoming net zero, i.e. reducing greenhouse gas emissions to as close to zero as possible, by 2030. We are therefore delighted to have won FSN Capital’s ESG Award 2021, an award set up by ViaCon’s owners to create strong, more sustainable portfolio companies as part of their efforts to integrate ESG and climate aspects in the entire investment cycle. In addition to this, we have received an award from The National Corrugated Steel Pipe Association (NCSPA) for the Project of the Year 2022 in the “Going Green” category for our work to build a sustainable future. We see these awards as clear recognitions for our sustainability work.

The invasion of Ukraine affects us in many ways, most notably through disruptions in the supply chain and we put a lot of energy into securing the supplies to our customers. Moreover, we will need to counter the higher inflation with increased productivity and continue the work of passing on cost increases on raw materials, energy and transport to the customer. Meanwhile, we will continue to develop our operation by implementing efficiencies and further strengthening our team.

A first quarter with a record strong order intake creates conditions for a good development during the rest of the year, although the geopolitical situation will bring a number of challenges. ViaCon is, however, significantly stronger today than it was a year ago. With our strategy, we are confident that we can continue to deliver strong development as the leading European supplier of sustainable solutions in our segments.

Stefan Nordström,
President and CEO, ViaCon Group

The report is published at www.viacongroup.com.

Press release from the Annual General Meeting of ViaCon Group AB (publ) on May 12, 2022

ViaCon Group AB (publ) held the Annual General Meeting on Thursday, May 12, 2022. Below is a summary of the resolutions at the meeting, all made by the required majority and in accordance with proposals presented to the meeting.

Determination of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet and discharge from liability

At the Annual General Meeting, the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for 2021 were adopted. The Annual General Meeting granted each of the Board members and the CEO during the year discharge from liability for the 2021 financial year.

Decision on disposition of the company's profits

The Annual General Meeting resolved that no dividend will be paid for the financial year 2021 and that the Company's funds available standing earnings totalling SEK 218 383 348 including the loss for the year are carried forward.

Election of Board members, Chairman of the Board and re-election of auditor

The Board of Directors shall consist of six members elected by the Annual General Meeting and one deputy.
The AGM resolved on the re-election of the board members Patrik Nolåker, Krzysztof Andrulewicz, Ulrik Smith, Niclas Thiel, Moritz Madlener and Gunilla Spongh as ordinary board members and Helena Wennerström as a deputy board member. Patrik Nolåker was re-elected as Chairman of the Board for the period up to the end of the 2023.

The company must have an auditor. The Annual General Meeting resolved to re-elect the auditing company Ernst & Young AB as the company's auditor for the period up to the end of the 2023 AGM. Authorized Public Accountant Staffan Landén will remain as the principal auditor.

Determination of fees to the Board members and the auditor

The Annual General Meeting resolved that fees to the Board members shall be paid in a total of SEK 1,200,000, of which SEK 500,000 shall be paid to the Chairman of the Board, Patrik Nolåker, SEK 350,000 shall be paid to each of Gunilla Spongh and Krzysztof Andrulewicz. A prerequisite for payment is that a member is a board member who is appointed by the Annual General Meeting and is not employed by FSN Capital, the company or subsidiaries.

Furthermore, the AGM decided that fees should be paid to the auditor according to approved invoice.

The decision in its entirety

The adopted guidelines, principles, instructions and decisions as a whole are available at www.viacongroup.com.

For further information, please contact:

Helena Wennerström, CFO
Tel: +46 (0) 705-699 625, e-post: helena.wennerstrom@viacongroup.com

ViaCon has today completed the acquisition of the assets from Bergschenhoek Civiele Techniek B.V. according to plan.

ViaCon has today, through its subsidiary ViaCon Netherlands B.V. (ViaCon), completed the acquisition of the assets from Bergschenhoek Civiele Techniek B.V. (BCT) related to the product range of MultiPlate, SuperCor, HelCor/Spirosol, and plastic pipes. Through this acquisition ViaCon will strengthen its market leadership position in Europe for corrugated steel-based civil engineering solutions.

BCT, located in Bergschenhoek and Zevenbergen in the Netherlands, is the largest producer of steel culverts in the Benelux region. In relation to the assets acquired by ViaCon, BCT develops, produces, and trades various solutions for culverts, tunnels and bridges, drainage and water storage.

Post-closing, ViaCon Netherlands B.V. will change its company name to ViaCon Bergschenhoek Civiele Techniek B.V..

The acquisition is aligned with ViaCon’s strategy to grow further into Western Europe and to build a stronger foothold in the Benelux area as well as to develop and grow a high-margin business for all our business units.

For further information, we refer to previous press release of the acquisition.

The information was submitted for publication, through the agency of the contact person set out above, at 16:30 on 2nd of May 2022.

ViaCon’s Annual Report with Sustainability Report 2021

ViaCon Group AB:s årsredovisning med hållbarhetsrapport för 2021 har idag publicerats på ViaCons webbplats.

The report is available for download on www.viacongroup.com/portfolio/reports/.

This information is information that ViaCon Group AB (publ) is obliged to make public pursuant to the Securities Markets Act. The information was submitted for publication at 16:00 CET on 21 April, 2022.

ViaCon acquires assets from Bergschenhoek Civiele Techniek B.V. and further strengthens its market leader position in Europe.

ViaCon has today, through its subsidiary ViaCon Netherlands B.V. (ViaCon), signed an agreement to acquire assets from Bergschenhoek Civiele Techniek B.V. (BCT) related to the product range of MultiPlate, SuperCor, HelCor/Spirosol, and plastic pipes. Through this acquisition ViaCon further strengthens its market leadership position in Europe for corrugated steel-based civil engineering solutions, providing an even stronger platform for delivering competitive and sustainable customer solutions. The purchase price amounts to EUR 3.7 million (approx. SEK 38,3 million) and will be paid in cash.

BCT, located in Bergschenhoek and Zevenbergen in the Netherlands, is the largest producer of steel culverts in the Benelux region and holds a strong market position, both in the Netherlands and in nearby markets. In relation to the assets to be acquired by ViaCon, BCT develops, produces, and trade various solutions for culverts, tunnels and bridges, drainage and water storage. BCT has long relations with the ViaCon Group and ViaCon Hamco in Germany (which was acquired by ViaCon in April 2021). Hamco started the production site in Zevenbergen, NL, and it was acquired by Bergschenhoek Group in 1993, and up until today BCT has sourced MultiPlate and SuperCor from Hamco and ViaCon.

ViaCon acquires assets from BCT related to the product range of MultiPlate, SuperCor, HelCor/Spirosol, and plastic pipes and plastic pipes accessories, used mainly for the applications of culverts, tunnels and bridges, drainage and water storage. The acquisition is aligned with ViaCon’s strategy to grow further into Western Europe and to build a stronger foothold in the Benelux area as well as to develop and grow a high-margin business for all our business units.

“I am very pleased about the acquisition, and we see very promising operational as well as commercial synergies. It will further strengthen and build ViaCon’s market leadership position in Europe for corrugated steel-based civil engineering solutions, providing an even stronger platform for delivering competitive and sustainable customer solutions”, says Stefan Nordström, President and CEO of ViaCon Group.

“Over the last decades Bergschenhoek Civiele Techniek (BCT) has successfully built a strong market position in the Benelux region, based on market leading customer service and product performance. Bergschenhoek Group are very pleased with this step and comfortable with that BCT, as part of ViaCon, will provide the market and our customers an even better proposition towards the future”, says 
Jeroen Rook, Directeur (CEO) Bergschenhoek Group.

In relation to the products and segments ViaCon is set to acquire as part of the asset deal, the annual sales of the business have historically been around EUR 2.6 million (approximately SEK 26,9 million) with a normalized EBITDA margin of approximately 21 percent.

The financing of the acquisition will be handled within the existing financial setup. ViaCon’s transaction costs in relation to the acquisition is estimated to EUR 0,2 million.

Closing is expected to take place on May 2, 2022. The completion of the acquisition is conditional upon certain actions taken by the seller.

ViaCon Netherlands B.V. will change its company name to ViaCon Bergschenhoek Civiele Techniek B.V., and will have exclusive rights to the name Bergschenhoek Civiele Techniek (BCT) B.V. The company will be a sales company and the products will be delivered from ViaCon's current production setup. After completion of the transaction, the current owners of BCT will continue to sell products not in scope of ViaCon’s acquisition, but under a different company name.

ViaCon Group AB (publ) amends its intercreditor agreement

ViaCon Group AB (publ) (the “Company”) entered into an amendment agreement on 27 January 2022 in respect of its intercreditor agreement originally dated 8 November 2021.

The Company sent an amendment request to Nordic Trustee & Agency AB (publ) (the “Agent”) on 26 January 2022 requesting that, amongst others, the Agent agrees to amend the intercreditor agreement originally dated 8 November 2021. The request was agreed to by the Agent on 27 January 2022 and the intercreditor agreement was amended through an amendment agreement dated 27 January 2022. The Agent has made available a notice of the amendment to the bondholders in connection therewith.

A full version of the notice of the amendment to the intercreditor agreement is available on the Company’s website (www.viacongroup.com) and on Stamdata (www.stamdata.com).

ViaCon Group AB (publ) publishes approved bond prospectus in anticipation of admission to trading of its bonds on Nasdaq Stockholm

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR IN OR INTO ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL.

On 4 November 2021, ViaCon Group AB (publ) (the “Company”) issued senior secured floating rate bonds in an amount of EUR 100 million (the “Bonds”).

For the purpose of the listing of the Bonds, the Company has prepared a prospectus that has today been approved by the Swedish Financial Supervisory Authority (Sw: Finansinspektionen). The prospectus is available on the Company’s corporate website: www.viacongroup.com.
Admission to trading of the Bonds on Nasdaq Stockholm is expected to take place on or about 26 January 2022.

About us

ViaCon constructs connections. Consciously.

We combine more than three decades of experience with today's cutting-edge technology and vital sustainable goals. ViaCon is a pioneer in the field of Bridges & Culverts-, GeoTechnical- and StormWater Solutions.

About us

ViaCon constructs connections. Consciously.

We combine more than three decades of experience with today's cutting-edge technology and vital sustainable goals. ViaCon is a pioneer in the field of Bridges & Culverts-, GeoTechnical- and StormWater Solutions.

About us

ViaCon constructs connections. Consciously.

We combine more than three decades of experience with today's cutting-edge technology and vital sustainable goals. ViaCon is a pioneer in the field of Bridges & Culverts-, GeoTechnical- and StormWater Solutions.

About us

ViaCon constructs connections. Consciously.

We combine more than three decades of experience with today's cutting-edge technology and vital sustainable goals. ViaCon is a pioneer in the field of Bridges & Culverts-, GeoTechnical- and StormWater Solutions.

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