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 Majamaa
CEO

FURTHER INFORMATION:
CEO Jussi Majamaa, tel. +358 400 412 127

DISTRIBUTION:
Nasdaq Helsinki Ltd
Major media
www.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.

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1 Source: Expert study commissioned