SUPPLEMENT – Inside information: Meriaura Group's board has conditionally decided to sell Meriaura's minority ownership to Meriaura Invest to rearrange the group's financing
25 Abril 2024 - 7:00AM
SUPPLEMENT – Inside information: Meriaura Group's board has
conditionally decided to sell Meriaura's minority ownership to
Meriaura Invest to rearrange the group's financing
Meriaura Group Plc Company announcement, Inside
information
25 April 2024 at 14.00 (CEST)
SUPPLEMENT – Inside information:
Meriaura Group's board has conditionally decided to sell Meriaura's
minority ownership to Meriaura Invest to rearrange the group's
financing
With this release, Meriaura Group Plc supplements the company
announcement issued earlier today on April 25, 2024, at 8:30
(CEST). The supplement includes the legal forms of the companies
mentioned in the first paragraph of the announcement, as well as
the position within the group and the current estimate of the
amount of minority ownership of Meriaura Ltd potentially to be sold
in the arrangement under discussion.
To rearrange the overall financing situation of the group, the
Board of Directors of Meriaura Group Plc ("Meriaura Group") has
made a conditional decision to sell the minority ownership of its
subsidiary, Meriaura Ltd ("Meriaura"), engaged in maritime
logistics, to the largest shareholder of the group, Meriaura Invest
Ltd ("Meriaura Invest"). This would settle Meriaura Invest's EUR
4.4 million loan receivable from Meriaura Group. According to the
company's current estimate, this could correspond to approximately
15-25% ownership of Meriaura. The decision is still conditional
upon approval by the new board to be elected at the Meriaura
Group's shareholders' meeting on 3 May 2024.
Meriaura Group has borrowed a total of EUR 2.7 million from
Meriaura Invest in 2023 and EUR 2.8 million in the current year,
primarily to finance the operations of its subsidiary, Meriaura
Energy Ltd. These loans have facilitated the delivery of the Bad
Rappenau project and covered ongoing operating expenses. The loans
have been agreed upon as long-term loans with a 6% annual interest
rate and are unsecured.
The decision to resort to insider lending was made because
Meriaura Energy's business has not been financially viable due to
historical losses in the business area. Additionally, collateral
arrangements have been challenging, as renewable energy
construction projects lack the natural collateral found in, for
example, ship investments. However, there has been a need for
project financing due to received orders. The financing offered by
Meriaura Group's majority shareholder, Meriaura Invest, has been
the most financially efficient way to manage the company's
finances.
The transaction is intended to be structured with a dismantling
clause, allowing Meriaura Group to repurchase Meriaura’s shares at
their original purchase price by the end of 2024. Additionally, a
shareholders' agreement will be drafted between Meriaura Group and
Meriaura Invest regarding the ownership rules applicable to
Meriaura. As part of the arrangement, Meriaura Invest also commits
to guaranteeing project financing for Meriaura Energy.
As this would be an insider transaction, the board of Meriaura
Group has obtained expert opinions on the feasibility of the
arrangement and the valuation of Meriaura, and has analysed the
risks of the transaction with the company's advisors to fulfill its
duty of care.
The transaction strengthens the group's balance sheet and
improves the possibility of expanding its funding base in the
future. The arrangement also supports the just-announced ship
investment by Meriaura, ensuring compliance with the ownership
permanence requirement (‘change of control’) for its financing.
The purpose of the ownership permanence requirement is to ensure
that the majority shareholders maintain a sufficient ownership
stake in the company even in times of change. The proposed
transaction would strengthen Meriaura Invest's ownership stake in
Meriaura since the ownership would be direct rather than indirect,
as it is currently. Compliance with the ownership permanence
requirement is important also from the group point of view, as
using Meriaura Group's listed shares as a trading instrument in a
merger or other arrangement would require maintaining the current
owners' ownership stake. If the ownership stake of the current
owners were diluted as a result of the planned arrangement, the
risk of breaching the requirement could complicate the
implementation of that arrangement.
MERIAURA GROUP PLC
Further information:
CEO Kirsi Suopelto
Tel: +358 505 602 349
Email: kirsi.suopelto@meriaura.com
Meriaura Group Plc discloses the information
provided herein pursuant to the EU Market Abuse Regulation. The
information was submitted for publication April 25, 2024 at 14.00
(CEST) by the aforementioned person.
Meriaura Group in brief
Meriaura Group has two business areas: Marine
Logistics and Renewable Energy.
Marine Logistics business is carried out by
Meriaura Ltd, which is a major provider of transport for bulk cargo
and demanding project deliveries in Northern Europe, especially in
the Baltic Sea and North Sea regions. The company provides its
customers with competitive and low-emission marine transport
services, based on long-term affreightment agreements, modern
fleet, and active development of its operational sustainability. In
addition, Meriaura has a strong market position in the marine
logistics in renewable energy construction projects.
The Marine Logistics business also includes
VG-EcoFuel Ltd which produces biofuels from bio-oils and recycled
oils generated as industrial by-products.
The Renewable Energy business focuses on
comprehensive clean energy systems. Meriaura Energy Ltd designs and
delivers clean energy production systems as comprehensive
deliveries for industrial use and district heating. The energy
production is based on large-scale solar thermal systems
implemented using high-performance solar thermal collectors
manufactured by the company. The Renewable Energy business also
includes Rasol Ltd, specialised in delivering high-quality solar
power systems for real estates, companies and solar parks.
Meriaura Group’s share is listed on Nasdaq First
North Growth Market Sweden as MERIS and on Nasdaq First North
Growth Market Finland as MERIH.
www.meriauragroup.com
The Company’s Certified Adviser is Augment Partners AB,
info@augment.se, tel. +46 8 604 22 55.