NoHo Partners Oyj - Other information disclosed according to the rules of the Exchange

The combination of Smile Henkilöstöpalvelut and VMP has been completed

NoHo Partners Plc

STOCK EXCHANGE RELEASE 23 August 2019 at 9:00 a.m.

The combination of Smile Henkilöstöpalvelut and VMP has been completed

The Extraordinary General Meeting of VMP Plc (“VMP”) held on 22 August 2019 has approved the acquisition of the share capital of NoHo Partners Plc’s subsidiary Smile Henkilöstöpalvelut Oyj (“Smile”) in exchange for shares (hereinafter referred to as the “Transaction” or “Combination”). The conditions for the completion of the Transaction have been fulfilled and the Transaction has been completed today, on 23 August 2019. NoHo Partners announced the Transaction in a stock exchange release on 5 July 2019.

VMP and Smile (hereinafter referred to as the “Combined Company”) becomes an associated company of NoHo Partners and NoHo Partners becomes the Combined Company’s largest shareholder with a 30.27% stake. Correspondingly, Smile becomes a subsidiary of VMP. Going forward, VMP Group will be consolidated with NoHo Partners Group as an associated company using the equity method.

Based on the authorisation granted by VMP’s Extraordinary General Meeting on 22 August 2019, the Board of Directors of VMP has today decided to carry out a special share issue in which the shareholders of Smile will receive 0.8087 new shares in VMP as share consideration for each share in Smile owned by them, corresponding to a total of 10,050,177 new shares in VMP.

The Transaction is expected to increase NoHo Partners’ shareholder value, strengthen the balance sheet, reduce the gearing ratio and create significant benefits and added value for the shareholders of the Combined Company — including NoHo Partners.

“This Transaction is an excellent solution that enables us to significantly increase the shareholder value of our Group. In addition to focusing on our core business, we get the simultaneous opportunity to continue to play a role in the creation of shareholder value in a leading HR services company with robust growth prospects,” says Timo Laine, Chairman of the Board of Directors of NoHo Partners.

“The Transaction will strengthen our balance sheet and enable us to fully focus our resources on implementing our strategy of profitable growth in the restaurant business. Our profitability programmes are moving ahead on schedule and, going forward, we will focus exclusively on the development of our restaurant business both in Finland and internationally,” says Aku Vikström, CEO of NoHo Partners.

In the Transaction, NoHo Partners receives 7,520,910 shares in VMP as consideration. At the closing price of the VMP share on 22 August 2019, the value of these shares is EUR 39,860,823.00. NoHo Partners Group will recognise an estimated sales profit of approximately EUR 42 million from the Transaction, including the aforementioned share consideration and other items affecting the profit on the sale. This estimate is based on the closing price of VMP’s share on 22 August 2019 and the consolidated balance sheet on 30 June 2019. According to the management’s estimate based on the situation as of 30 June 2019, goodwill on the balance sheet of NoHo Partners will decrease by approximately EUR 32 million due to the Transaction, while interest-bearing net liabilities will decrease by approximately EUR 33 million.

As a result of the Transaction, VMP’s largest shareholders are NoHo Partners with a stake of approximately 30.3 per cent, funds managed by Sentica (Sentica Buyout V Ky and Sentica Buyout V Co-investment Ky) with a stake of approximately 23.1 per cent and Meissa-Capital Oy with a stake of approximately 11.5 per cent.

The impact of the Transaction on NoHo Partners’ guidance and prospects will be announced later in 2019.

More information available from:
Timo Laine, Chairman of the Board, NoHo Partners Plc, tel. +358 400 626 064
Aku Vikström, CEO, NoHo Partners Plc, tel. +358 44 011 1989
Jarno Suominen, CFO, NoHo Partners Plc, tel. +358 40 721 5655

Distribution:
Nasdaq Helsinki
Major media
www.noho.fi

NoHo Partners Plc is a Finnish group established in 1996, specialising in restaurant services. The company, which was listed on NASDAQ Helsinki in 2013 and became the first Finnish listed restaurant company, has continued to grow strongly throughout its history. The Group companies include some 220 restaurants in Finland, Denmark and Norway. Well-known restaurant concepts of the company include Elite, Savoy, Teatteri, Yes Yes Yes, Stefan’s Steakhouse, Palace, Löyly, Hanko Sushi and Cock’s & Cows. In 2018, NoHo Partners Plc’s turnover was MEUR 323.2 and EBIT MEUR 7.2. Depending on the season, the Group employs approximately 4,500 people converted into full-time workers. NoHo Partners Plc’s associated company Smile Henkilöstöpalvelut Oyj employed approximately 10,000 people during the 2018 financial period.

NoHo Partners corporate website: www.noho.fi
NoHo Partners consumer websites: www.ravintola.fi and www.royalravintolat.fi
Smile Henkilöstöpalvelut: www.smilepalvelut.fi