Supplementary information regarding Fortaco Group’s call for a written procedure and preliminary financial information regarding the sale of heavy project business in Hungary
On 10 May 2024, Fortaco Group Holdco Plc (“Fortaco” or the “Issuer”) announced it had instructed the agent for the Issuer’s senior secured bonds to initiate a written procedure to request the bondholders to vote in favour of certain transfers of value, granting of loans, releasing certain transaction security, the disposal of certain assets being subject to transaction security under the bonds and carrying out of certain mergers between members of the Group (the “Written Procedure“).
Due to a reguest from certain bondholders, Fortaco publishes the following preliminary financial information and other supplementary information regarding the Written Procedure and the strategic evaluation of some of its businesses:
On 10 May 2024, Fortaco announced the sale of its heavy project business in Jászberény, Hungary (Fortaco Zrt). The sale is part of the the strategic evaluation of Fortaco’s marine, energy, and heavy project businesses. The estimated short-term negative cash-flow impact originating directly from the sale of Fortaco Zrt is EUR 6.5 million. The business in Hungary has been clearly loss making. During the last 12 months ending March 2024, the recurring EBITDA and EBITA losses from this business amounted to EUR -3.9 million and EUR -5.0 million, respectively. Additionally, the incurred non-recurring costs amounted to EUR 0.6 million during the same period.
Fortaco will record an impairment loss (non-cash item) of EUR 9.6 million in its first quarter 2024 financials due to the classification of Fortaco Zrt to consitute asset held for sale. The transaction is still subject to the approval of Fortaco’s bondholders and some customary closing conditions, and it is expected to be closed by the end of June 2024.
As part of the strategic review and as announced in the release concerning the Written Procedure, Fortaco is contemplating to divest some operating assets of Fortaco Oy and certain non-core real estates in Finland. If completed, these potential divestments are expected to generate positive, one-off cash proceeds for Fortaco.
Fortaco will publish its January–March 2024 Business Review on 27 May 2024. Due to the silent period, Fortaco will not give any further comments on this matter before the publishing of Business Review.
Previous announcements
Fortaco’s Stock Exchange Release (10 May 2024): Fortaco Group calls for a written procedure
https://investors.fortacogroup.com/releases/fortaco-group-calls-for-a-written-procedure/
Fortaco’s press release (10 May 2024): Fortaco sells its heavy project business in Hungary
https://investors.fortacogroup.com/releases/fortaco-sells-its-heavy-project-business-in-hungary/
Fortaco’s press release (28 February 2024): Strategic evaluation of Fortaco’s marine, energy, and heavy project businesses ongoing
For further information
Lars Hellberg
+358 40 572 9488
lars.hellberg@fortacogroup.com
Categories: Stock exchange releases
Listing prospectus for Fortaco Group Holdco Oyj’s EUR 25 million subsequent senior secured bonds available; listing application submitted
Fortaco Group Holdco Oyj (the “Company“) issued on 22 July 2022 senior secured bonds with a principal amount of EUR 75 million and on 3 July 2023, the Company issued subsequent bonds in an amount of EUR 27.5 million under the same terms and conditions (together, the “Bonds“). The Bonds have been admitted to trading on the corporate bonds list of Nasdaq Helsinki Ltd under the trading code “FORJVAIH27”. The Company has again on 26 March 2024 issued subsequent bonds in an amount of EUR 25 million under the terms and conditions of the Bonds (the “Subsequent Bonds“). In accordance with the terms and conditions of the Bonds, the Company shall apply for the Subsequent Bonds to be listed on the corporate bonds list of Nasdaq Helsinki Ltd.
The Finnish Financial Supervisory Authority has today approved the listing prospectus of the Subsequent Bonds (the “Prospectus“). The Prospectus is available in English on the Company’s website at investors.fortacogroup.com. The summary of the Prospectus has been translated into Finnish.
The Company has today submitted an application for the Subsequent Bonds to be admitted to trading on the corporate bonds list of Nasdaq Helsinki Ltd. Trading on the Subsequent Bonds is expected to commence on or about 23 May 2024 under the same trading code “FORJVAIH27” as the Bonds.
Pareto Securities AB acted as the bookrunner in connection with the issue of the Subsequent Bonds.
For further information
Kimmo Raunio
Senior Executive Vice President & CFO
kimmo.raunio@fortacogroup.com
+358 40 593 6854
Distribution:
Nasdaq Helsinki
Principal media
www.fortacogroup.com
Categories: Stock exchange releases
A Fascination with Teamwork
Fortaco Operational Development’s Kamil Zdeb studies motorsports to learn about improvement in teamwork.
When he studied computer science in university, Kamil Zdeb learned to use machine learning to detect predisposition to heart attacks. Now, he’s putting that experience to work for Fortaco. “When you compare medicine to industry,” he says, “the problems are different but the solutions are similar. Machine learning and data analysis can be used to solve production problems, too.”
Recently, Zdeb developed a proof-of-concept heat map of Fortaco’s Jaszbereny plant. Also called a spaghetti diagram, an overhead camera records all movements of employees. “Based on this video, we can see where people are moving, optimize routes, and move tools to more convenient places, for example,” says Zdeb. “It’s not a factory-dependent tool, and we’ll use it wherever we think there’s a problem we can solve with it. Operational Development’s role is to be out in front, to be proactive. It’s important to have solutions ready for use.”
In the year and a half Zdeb has worked with Operational Development (OD), things have changed a lot. “We no longer advertise our services, and people come to us. They know what we can do.” He says the OD team has more work than it can handle, so like a medical team in triage, they have to evaluate the patients. “We evaluate two things when choosing projects. First, how much will it help, and, second, how engaged they are with making the best tool possible—because actions speak louder than words.”
Zdeb has a fascination with the way human beings work together, in both work settings and beyond. Outside of work, he’s developed a fascination with racing, IndyCar in particular, the highest class of regional North American open-wheel racing. (Like Formula 1 but with a wider range of tracks. F1 cars maneuver faster, but IndyCars have a higher top speed.)
Motorsports and industry are similar, Zdeb says, in the way cooperation leads to constant improvement and better performance. “I’m not a gearhead who knows about the internal workings of the cars. But I really appreciate the machines they’re building and the way the teams cooperate to achieve their results. Since IndyCars are pretty similar – they can only develop some components – the differences in performance come from how well the engineers cooperate and how they work with the driver.”
Using similar tools to those he employs at Fortaco, Zdeb analyzed 2022 statistics available on the IndyCar website. “I analyzed how every driver competed, the circuits he competed in, the distribution of top finishes, and I reached the conclusion that hiring the right people and equipping them with the proper tools are major factors in success. All other things equal, the best teams win.” He also reached a conclusion about perception levels, “When someone is either the best or the worst, we’re likely to remember him if he’s having a good season. But the drivers who are consistently good seem to fly under our radar.”
If there’s a lesson there for the industrial race, it may be that glory isn’t all it’s cracked up to be. A team that’s firing on all cylinders may not get the attention it deserves, but it may be doing some of the best work in the industry.
Fortaco Group calls for a written procedure
Fortaco Group Holdco Oyj (the “Issuer” and together with its subsidiaries from time to time, the “Group“) has instructed the agent for the Issuer’s senior secured bonds with ISIN NO0012547274 (the “Bonds“) to initiate a written procedure to request the bondholders to vote in favour of certain transfers of value, granting of loans, releasing certain transaction security, the disposal of certain assets being subject to transaction security under the Bonds and carrying out of certain mergers between members of the Group (the “Written Procedure“).
With reference to the Group’s press release on 28 February 2024, the Group is currently conducting a strategic review for the purpose of streamlining its business. Relating to such strategic evaluation, the Group and its owners are now looking to refine the business of the Group by divesting certain entities and certain assets owned by the Group, releasing certain transaction security under the Bonds and disposing of certain assets being subject to transaction security under the Bonds as well as carrying out certain mergers between members of the Group, all of which the Issuer deems will benefit the Group’s overall financial position in the long term and improve its profitability and thereby the credit quality of the Group.
For the purposes of carrying out the transactions following from the strategic evaluation referred to above and as part of the Written Procedure, the Issuer kindly requests that bondholders vote in favour of inter alia (i) carrying out a divestment of the shares in Fortaco Zrt with a transaction structure consisting of inter alia: (A) converting certain group internal loans granted to Fortaco Zrt to equity contributions, and (B) the Group acquiring certain equipment and giving Fortaco Zrt the right to use such equipment, without any compensation, while retaining full ownership until equipment is paid by Fortaco Zrt to the Group in full, (ii) releasing the transaction security over seven real estate properties located in Finland for the purposes of facilitating a disposal of such properties, (iii) an asset sale whereby Fortaco Oy (being an obligor and subject to transaction security) will dispose of all or a substantial part of its assets, and (iv) carrying out certain mergers between members of the Group, in each case on the principle terms and as further described in more detail in the notice of the Written Procedure.
The notice to the written procedure will be delivered to all bondholders through the CSD and is also available on the Issuer’s investor website (https://investors.fortacogroup.com/bond/). To be eligible to vote in the Written Procedure, a person must be registered as a Bondholder on 20 May 2024. The last day for voting in the Written Procedure is 27 May 2024.
For further information
Lars Hellberg
+358 40572 9488
lars.hellberg@fortacogroup.com
Categories: Stock exchange releases
ZAPYTANIA OFERTOWE z dnia 09.05.2024 r.
This is a tender inquiry for our new Business Site in Poland.
W związku z planowaną realizacją projektu pn. “Fortaco smart factory – utworzenie nowego zakładu w Knurowie” finansowanego w ramach:
KRAJOWEGO PLANU ODBUDOWY I ZWIĘKSZENIA ODPORNOŚCI,
Komponent A „Odporność i konkurencyjność gospodarki”,
Cel szczegółowy: Rozwój narodowego systemu innowacji: wzmocnienie koordynacji, stymulowanie potencjału innowacyjnego oraz współpracy pomiędzy przedsiębiorstwami i organizacjami badawczymi, w tym w zakresie technologii środowiskowych,
Reforma: A 2.1. Przyśpieszenie procesów robotyzacji i cyfryzacji i innowacji,
Inwestycja: A 2.1.1.
Data publikacji zapytań ofertowych: 26.04.2024 r
Ostateczny termin składania ofert upływa dnia: 10.06.2024 r.
Komunikacja w postępowaniu o udzielenie zamówienia, składanie ofert, wymiana informacji (składanie pytań do zamówienia) oraz przekazywanie dokumentów i oświadczeń odbywa się pisemnie za pomocą maila: fortacokn@bldg.pl
1. Zapytanie_ofertowe nr 26_2024_urządzenia mobilne
Odpowiedź na pytanie: Zapytanie Ofertowe nr 26-2024
ZAPYTANIA OFERTOWE z dnia 26.04.2024 r.
This is a tender inquiry for our new Business Site in Poland.
W związku z planowaną realizacją projektu pn. “Fortaco smart factory – utworzenie nowego zakładu w Knurowie” finansowanego w ramach:
KRAJOWEGO PLANU ODBUDOWY I ZWIĘKSZENIA ODPORNOŚCI,
Komponent A „Odporność i konkurencyjność gospodarki”,
Cel szczegółowy: Rozwój narodowego systemu innowacji: wzmocnienie koordynacji, stymulowanie potencjału innowacyjnego oraz współpracy pomiędzy przedsiębiorstwami i organizacjami badawczymi, w tym w zakresie technologii środowiskowych,
Reforma: A 2.1. Przyśpieszenie procesów robotyzacji i cyfryzacji i innowacji,
Inwestycja: A 2.1.1.
Data publikacji zapytań ofertowych: 26.04.2024 r
Ostateczny termin składania ofert upływa dnia: 28.05.2024 r.
Komunikacja w postępowaniu o udzielenie zamówienia, składanie ofert, wymiana informacji (składanie pytań do zamówienia) oraz przekazywanie dokumentów i oświadczeń odbywa się pisemnie za pomocą maila: fortacokn@bldg.pl
1. Zapytanie_ofertowe nr 20_2024 na zakup i wdrożenie oprogramowania do modelowania 3D
Fortaco Group's Annual Report 2023 has been published
Fortaco Group has published its Annual Report for 2023. The Annual Report includes the Report by the Board of Directors, the Financial Statements, the Auditor’s Report and the Corporate Governance Statement. The Annual Report is attached to this release and available to read and download on the company’s website: https://investors.fortacogroup.com/reports/.
Fortaco Group’s Financial Statements in accordance with European Single Electronic Format (ESEF) reporting requirements are published in Finnish. In line with the ESEF requirements, the primary statements and notes to the financial statements have been labelled with XBRL tags. The audit firm Ernst & Young Oy has provided an independent auditor’s reasonable assurance report on Fortaco Group Holdco Plc’s ESEF Financial Statements in Finnish in accordance with ISAE 3000 (Revised).
Fortaco Group’s Annual Report 2023 has been published
Fortaco Group has published its Annual Report for 2023. The Annual Report includes the Report by the Board of Directors, the Financial Statements, the Auditor’s Report and the Corporate Governance Statement. The Annual Report is attached to this release and available to read and download on the company’s website:https://investors.fortacogroup.com/reports/.
Fortaco Group’s Financial Statements in accordance with European Single Electronic Format (ESEF) reporting requirements are published in Finnish. In line with the ESEF requirements, the primary statements and notes to the financial statements have been labelled with XBRL tags. The audit firm Ernst & Young Oy has provided an independent auditor’s reasonable assurance report on Fortaco Group Holdco Plc’s ESEF Financial Statements in Finnish in accordance with ISAE 3000 (Revised).
Further Information
Lars Hellberg, President & CEO
+358 40 572 9488
lars.hellberg@fortacogroup.com
Kimmo Raunio, Senior Executive Vice President & CFO
+358 40 593 6854
kimmo.raunio@fortacogroup.com
Distribution
Nasdaq Helsinki Oy
Financial Supervisory Authority
Main media
Web: investors.fortacogroup.com
Fortaco Group
Fortaco is the leading strategic partner in Europe to the heavy off-highway equipment and marine industries, providing premium offerings, like zero-emission solutions and technology, vehicle cabins, steel fabrications, and assemblies. Fortaco Group has operations in multiple European and Asian business sites and technology hubs, which support our global customers. www.fortacogroup.com.
Categories: Stock exchange releases
Inside information: Fortaco Group successfully issues subsequent bonds in an amount of EUR 25.0 million
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN CANADA, AUSTRALIA, HONG KONG, ITALY, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN, THE REPUBLIC OF CYPRUS, THE UNITED KINGDOM OR THE UNITED STATES (OR TO ANY U.S. PERSON), OR TO ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL, EXCEPT AS SET FORTH HEREIN AND PURSUANT TO APPROPRIATE EXEMPTIONS UNDER THE LAWS OF ANY SUCH JURISDICTION.
Fortaco Group Holdco Oyj (the “Group”) has, following a bookbuilding process, successfully placed a subsequent bond issue (the “Subsequent Bond Issue” or the “Subsequent Bonds”) in an amount of EUR 25.0 million under the Group’s existing senior secured floating rate bond loan 2022/2027 with ISIN NO0012547274 (the “Bonds”). Following the Subsequent Bond Issue, the outstanding amount under the Bonds will be EUR 127.5 million. The transaction was met with strong demand from primarily new and existing institutional investors based in the Nordics and continental Europe and was placed at a price of 100.25% of par.
With reference to the press release issued on 8 March 2024, proceeds from the Subsequent Bond Issue will be applied towards financing general corporate purposes (including acquisitions and capital expenditure). In connection with the Subsequent Bond Issue, the equity of the Group is planned to be strengthened with EUR 10.0 million, by way of either unconditional shareholders' contribution or shareholder loans.
Settlement of the Subsequent Bond Issue is expected to be on or about 26 March 2024. In accordance with the terms and conditions of the Bonds, an application will be made for the Subsequent Bonds to be admitted to trading on the corporate bonds list of Nasdaq Helsinki Ltd.
Pareto Securities AB acted as sole bookrunner and Roschier Advokatbyrå and Gernandt & Danielsson acted as legal advisors in connection with the Subsequent Bond Issue.
For further information about the Group:
Lars Hellberg
President & CEO, Fortaco Group
+358 40572 9488
lars.hellberg@fortacogroup.com
For further information about the bond issue:
Markus Wirenhammar
Head of Investment Banking, Pareto Securities AB
+46 70 892 51 86
markus.wirenhammar@paretosec.com
Disclaimer
General
This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Group. The distribution of this release and the related material concerning the issuance of the Bonds may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the Bonds, or otherwise to permit a public offering of the Bonds, in any jurisdiction. Any offering material or documentation related to the Bonds may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such offering material or documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction. In particular, this release and any such offering material or documentation may not be distributed directly or indirectly, to or into Canada, Australia, Hong Kong, Italy, New Zealand, the Republic of South Africa, Japan, the Republic of Cyprus, the United Kingdom or the United States (or to any U.S. person (as defined below), or to any other jurisdiction in which such distribution would be unlawful, except as set forth herein and pursuant to appropriate exemptions under the laws of any such jurisdiction.
Neither the Group nor the sole bookrunner or any of their representatives have taken any actions to allow the distribution of this release in any jurisdiction where any action would be required for such purposes. The distribution of this release and any purchase of or application/subscription for Bonds or other securities of the Group may be restricted by law in certain jurisdictions, and persons into whose possession this release comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the applicable securities laws of any such jurisdiction. Neither the Group nor the sole bookrunner has authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area and this release is not a prospectus for purposes of Regulation (EU) 2017/1129, as amended.
United Kingdom
In the event that this release is distributed in the United Kingdom, it shall be directed only at persons who are either (a) "investment professionals" for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (b) high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order, or (c) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Bonds may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this release relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. This release is not a prospectus for the purposes of Section 85(1) of the UK Financial Services and Markets Act 2000. Accordingly, this release has not been approved as a prospectus by the Financial Conduct Authority (the "FCA") under Section 87A of the Financial Services and Markets Act 2000 and has not been filed with the FCA pursuant to the UK Prospectus Rules nor has it been approved by a person authorized under the Financial Services and Markets Act 2000.
United States
This release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. In the event that this release is distributed in the United States, it shall be directed only at persons who are "qualified institutional buyers" ("QIBs") as defined in Rule 144A ("Rule 144A") promulgated under the U.S. Securities Act of 1933, as amended (the "Securities Act") in reliance upon Rule 144A under the Securities Act. The Bonds have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States. Accordingly, the Bonds may not be offered, sold (directly or indirectly), delivered or otherwise transferred within or into the United States or to, or for the account or benefit of, U.S. Persons, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Bonds are being offered and sold only (i) outside the United States to persons other than U.S. persons (which shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)) in reliance upon Regulation S under the Securities Act ("Regulation S") and (ii) in the United States to QIBs in reliance upon Rule 144A under the Securities Act. As used herein, the terms "United States" and "U.S. person" have the meanings as given to them in Rule 902 of Regulation S under the Securities Act.
Categories: Stock exchange releases
To the Women in the Heavy Machine Industry
...And in every other industry. 🌟
At Fortaco, we share our team with resilient and creative professional women, each of them shining in their own area.
The women, who use their gifts, talents, and strengths to grow individually but also build our shared mission on the Fortaco journey.
We are happy to have women on every level of the organization, and hope that also in the future our industry will be seen as an interesting field from the feminine perspective. 👩🏻🏭 👩🏼💻 In Fortaco, women are stronger than steel.
Today we celebrate women and their contribution to the world we live in.
Happy International Women’s Day from the Fortaco team! 🌷
See our video, where the men in the Fortaco team share their experiences of working with Fortaco women.