Sievi Capital acquires Rakennuttajatoimisto HTJ
Sievi Capital Plc Inside information 20 September 2021 at
6:45 pm EEST
Sievi Capital acquires
Rakennuttajatoimisto HTJ
With a transaction signed on 20 September 2021, Sievi Capital
Plc has agreed on the acquisition of Rakennuttajatoimisto HTJ Oy
(hereinafter “HTJ”). Together with Sievi Capital, HTJ’s executives
and members of the Board of Directors will become shareholders. The
sellers in the transaction are Kansallisholding Oy and Redeve Oy,
which will divest their holdings completely in connection with the
transaction. HTJ is one of the leading construction management
companies in Finland and offers its customers a wide range of
expert services in construction management, site supervision,
energy and environmental consulting and project management.
A leading independent construction
management company
HTJ is a construction management company founded in 1999. Since
its establishment, the company has provided construction management
and supervision services in the field of building construction. The
service offering has later expanded to include building technology
services and infrastructure construction management services. The
company serves a wide range of both public and private sector
customers. HTJ is an independent construction management expert,
which offers its services without any dependencies on design and
contractor organisations. The company employs approximately 150
experts. Headquartered in Vantaa, the company also has offices in
Tampere, Turku and Hämeenlinna. In 2020, HTJ’s net sales were EUR
18.5 million.
Financial key figures of the company
HTJ’s net sales, EBITDA and operating profit for January–June
2021 and 2020 and for year 2020 were as follows:
EUR million |
1 Jan. 2021–30 June 2021 |
1 Jan. 2020–30 June 2020 |
1 Jan. 2020–31 Dec. 2020 |
Net sales |
9.6 |
9.6 |
18.5 |
EBITDA |
1.5 |
1.6 |
2.3 |
Operating profit (EBIT) |
1.4 |
1.5 |
2.1 |
The key figures are FAS (Finnish Accounting
Standards) figures. The half-year figures are unaudited.
The decline of the market situation as a result of the
coronavirus pandemic affected HTJ’s business operations in the
second half of 2020 and the first half of 2021. In January–June
2021, net sales development was stable, but EBITDA decreased by EUR
0.1 million year on year. Net sales development was impacted, for
instance, by the postponement of individual larger projects due to
the market situation. At the end of June 2021, the company’s order
book was on a par with the corresponding period last year. However,
the order book had increased clearly from the end of 2020 as the
market situation had picked up.
On 30 June 2021, 30 June 2020 and 31 December 2020, the main
items on the company’s balance sheet were as follows:
EUR million |
30 June 2021 |
30 June 2020 |
31 Dec. 2020 |
Intangible assets |
0.0 |
0.0 |
0.0 |
Tangible assets |
0.4 |
0.6 |
0.5 |
Investments |
0.4 |
0.4 |
0.4 |
Non-current assets |
0.8 |
1.1 |
1.0 |
Non-interest-bearing receivables |
2.8 |
3.0 |
2.5 |
Cash and cash equivalents |
1.9 |
2.9 |
3.1 |
Current assets |
4.7 |
5.9 |
5.6 |
Assets, total |
5.5 |
7.0 |
6.5 |
|
|
|
|
Equity |
1.2 |
2.7 |
3.1 |
Non-interest-bearing liabilities |
4.3 |
4.3 |
3.4 |
Liabilities |
4.3 |
4.3 |
3.4 |
Equity and liabilities,
total |
5.5 |
7.0 |
6.5 |
The key figures are FAS (Finnish Accounting
Standards) figures. The half-year figures are unaudited.
The goal is to grow by developing the service concept
and through acquisitions
It is estimated that the market for the services offered by HTJ
has grown on average by approximately 6 per cent per year in
2015–20201. After the spread of the coronavirus pandemic, market
growth slowed down, but this year the market has started to recover
and activity has increased. According to an estimate, the market is
expected to grow in the future, particularly in growth
centres1.
HTJ’s business has grown significantly over the past five years.
The company has strong customer relationships and has carried out
projects in several sectors. The cornerstones of the company’s
service offering are versatile construction management, supervision
and project management services. In recent years, growth has been
strongest in infrastructure construction management, where
significant growth potential exists also in the future. The goal is
to grow the business across all sectors by continuing to develop
the strong service concept and by investing in recruitment to
secure the best talent in the industry. As part of the strategy,
opportunities to boost growth and strengthen the service offering
through acquisitions will be assessed.
“Long-term customer relationships, our professional and
committed personnel and the strong service concept are at the core
of HTJ’s operations. The transaction will allow us to continue good
development work and provides us with strong financial resources
for growth. Sievi Capital will be a good partner for us to continue
and strengthen our excellent work for our customers,” says HTJ’s
CEO Janne Ketola.
“HTJ is a successful and reputable construction management
company and it is great to be involved in its development. The
company has the best experts in its field, which has enabled the
establishment of long-term customer relationships and the good
development of the company. We believe that HTJ’s current strengths
combined with the additional resources provided by Sievi Capital
will enable us to boost the company’s growth in the future,” says
Sievi Capital’s CEO Jussi Majamaa.
Purchase price, transaction structure and
financing
The debt-free purchase price of the transaction is EUR 13.75
million. The purchase price for the shares will be paid in cash
upon the completion of the transaction. In addition, the
transaction will include an additional purchase price of a maximum
of EUR 0.6 million, based on HTJ’s EBITDA in 2021, and an
additional purchase price of a maximum of EUR 0.75 million, which
will be paid after certain one-off revenues have been paid to
HTJ.
The transaction will be carried out by a new company, which will
finance the transaction with investments from Sievi Capital and
co-investors as well as a bank loan. After the completion of the
transaction, Sievi Capital’s holding in the company will be 92.4
per cent. The other owners of the company will include HTJ’s
executives and members of the Board of Directors. The transaction
is estimated to be completed in October 2021.
Sievi Capital’s investment in the company will be approximately
EUR 7.8 million. Sievi Capital will finance the investment with its
cash and cash equivalents and a new loan of EUR 5.5 million. The
loan is due in full 24 months after its withdrawal.
The investment is a majority investment in accordance with Sievi
Capital’s investment strategy and will be reported as part of Sievi
Capital’s private equity investments in the future. The transaction
has no significant direct impact on Sievi Capital’s result or
equity.
Further information about the company being acquired can be
found on the website www.htj.fi.
SIEVI CAPITAL PLC
Jussi MajamaaCEO
FURTHER INFORMATION: CEO Jussi Majamaa, tel. +358 400 412
127
DISTRIBUTION:Nasdaq Helsinki LtdMajor
mediawww.sievicapital.fi
Sievi Capital is a listed (Nasdaq Helsinki) private equity
investment company that invests in small and medium-sized Finnish
companies. Sievi Capital acts in close partnership with management
and co-owners in target companies and actively supports growth,
performance and value creation.
1 Source: Expert study commissioned
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