Mabon is controlled by Mr. Petr Krogman, who is also the Chairman of the Agromino's Board of Directors. Following the Transaction, Mabon will control approximately 74.2 per cent of the outstanding shares and votes in Agromino. The Transaction is conditional upon, inter alia, the approvals by the general meetings of Agromino and Mabon and no significant change to the preliminary valuation of both Agromino and Resilient in the period prior to completion of the Transaction.
The Transaction in brief:
- Upon completion of the Transaction, the Company will acquire 100 percent of the shares in Resilient. Resilient owns a total of 18 wholly owned subsidiaries out of which 1 is incorporated in the Czech Republic and 17 are incorporated in Ukraine.
- The consideration will consist of newly issued ordinary shares in Agromino to be subscribed for by Mabon at subscription price of SEK 18.6 per share. The number of newly issued shares is expected to be approximately 7.4 million based on preliminary acquisition value of EUR 12.9 million. The preliminary valuation made by the Company's financial adviser, BDO, confirmed that the fair market value of Resilient corresponds to EUR 13.5 million. The final valuation of Resilient will be made in connection with the completion of the Transaction.
- The subscription price for the newly issued shares will not be adjusted as a result of changes in the listing price of the Company's shares.
Background and reason
- Resilient is engaged in the agricultural sector producing grains, oilseeds, pulses and milk on its farms in black-earth regions of western Ukraine.
- The Transaction will help the Company to increase its landbank and cattle numbers and will complement its current business model and strategy. Additionally, the Transaction will improve its regional diversification within Ukraine and will partially mitigate the risks related to weather conditions as well as the geopolitical risks.
- The Transaction will enable to share / rotate the best managers and experts from both companies to improve Agromino group and may lead to economies of scale.
Consolidated 2018 results of Resilient:
- total turnover of almost EUR 14 million compared to the total turnover of Agromino of almost EUR 26 million
- EBITDA of EUR 2.3 million compared to negative EBITDA of EUR -8,4 million in Agromino
- total liabilities of EUR 19.5 million (including land lease liabilities of EUR 3.3 million) compared to Agromino's total liabilities of EUR 14.6 million (not taking into account land lease liabilities)
Purchase price and issue of Consideration Shares
The total consideration for 100 per cent of the shares in Resilient is estimated to consist of approximately 7.4 million of newly issued Agromino shares (the 'Consideration Shares') subscribed for at a price of SEK 18.6 per new share. The estimated number of newly issued shares is calculated based on the preliminary acquisition value of Resilient of EUR 12.9 million.
Agromino's Board of Directors will convene an extraordinary general meeting in order to resolve on, inter alia, approval of the Transaction and an authorization to the Board of Directors to resolve on the completion of the proposed acquisition of Resilient and the related issuance of the Consideration Shares. The issuance of the Consideration Shares will be carried out as a directed issue in favour of Mabon by way of a contribution in kind of the shares in Resilient.
Based on the preliminary calculation of the Consideration Shares set out above, the Consideration Shares will represent 29.8 per cent of the total number of outstanding shares and votes in Agromino post-Transaction. Accordingly, the issue of the Consideration Shares will entail a dilution of approximately 29.8 per cent of the total number of shares and votes in the Company calculated after the Transaction. Together with the approximately 63,3 per cent of shares already held, Mabon will control approximately 74.2 per cent of the outstanding shares and votes in Agromino after the completion of the Transaction.