2019-06-25 14:00:00 CEST

2019-06-25 14:00:40 CEST


REGULATED INFORMATION

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Dovre Group Oyj - Changes in the rights attached to the classes of shares or securities

Dovre Group completes Tech4Hire acquisition and issues new shares - outlook for 2019 improved


Dovre Group Plc                         Stock Exchange Release                                       June 25, 2019 at 3 pm                                          


Dovre Group completes Tech4Hire acquisition and issues new shares - outlook for 2019 improved

Dovre Group has today completed the acquisition of Norwegian staffing and consultancy company Tech4Hire AS. All customary closing conditions are fulfilled and Tech4Hire will be consolidated with Dovre Group as of 30 April 2019, reported as part of the Project Personnel segment.


New outlook – EBIT expected to be over EUR 1.6 million

Following the acquisition, Dovre Group’s outlook for 2019 will improve and both the sales and operating profit are expected to be improve due to the Tech4Hire operations. The transactions cost related to the acquisition are estimated to be EUR 0.1 million.

The new guidance:  Dovre Group’s net sales in 2019 are expected to improve compared to 2018 and the operating profit is expected to be more than EUR 1.6 million.

The previous guidance:  Dovre Group’s net sales in 2019 are expected to improve compared to 2018 and the operating profit is expected to be more than EUR 1.3 million.


Enterprise value and directed share issue 

The final enterprise value for Tech4Hire AS shares amounted to NOK 23.6 million (around EUR 2.4 million), including NOK 3.6 million compensation for disposable cash. As part of the transaction, the sellers used NOK 4.0 million (EUR 0.4) to subscribe Dovre Group Plc shares. The sellers may also receive an additional consideration estimated between NOK 0 to 10 million (EUR 0 - 1.0 million), if certain financial targets are met by the end of 2019. Part of this potential additional consideration will be used to subscribe additional shares. Tech4Hire will be fully owned subsidiary of Dovre Group Projects AS. 

In connection with the transaction, Dovre Group issued 1,777,978 new shares to the sellers of Tech4Hire AS in a directed share issue. The number of new shares transferred was determined by dividing the NOK 4.0 million by the volume weighted average price of Dovre Group’s shares on Nasdaq Helsinki between 12 June and 18 June, equaling to EUR 0.23 per share. The subscription price shall be credited in its entirety to the reserve for invested unrestricted equity. The new shares issued will have equal shareholder rights with the other Dovre Group shares as of registration and the number of Dovre Group shares will increase to 101,946,747.

Dovre Group’s Board of Directors’ decided on the directed share issue and the deviation from the pre-emptive subscription right of the shareholders based on the authorisation granted by the Annual General Meeting of 27 March 2019. As the share issue is related to Dovre Group’s growth, and the acquisition will clearly strengthen the company’s market position in Norway, the Board resolved that there is a valid reason for deviating from the shareholders’ pre-emptive subscription right.

Dovre Group will apply to have the new shares listed alongside other Dovre Group shares on Nasdaq Helsinki, approximately on 1 July 2019.

Dovre Group announced its intention to acquire Tech4Hire AS on 27 March 2019. In 2018, Tech4Hire recorded sales of NOK 73.5 million (around EUR 7.6 million) and an EBITDA of NOK 3.7 million (around EUR 0.4 million). Tech4Hire employs currently more than 90 consultants within engineering, IT and project administration primarily to the oil and gas industry. In 2018, the combined net sales of the two companies in pro forma basis would have been around EUR 73.0 million, and the combined EBITDA would have been around EUR 1.4 million.




DOVRE GROUP PLC

For more information, please contact

Arve Jensen
CEO
Dovre Group Plc
+47 90 60 78 11
arve.jensen@dovregroup.com


Dovre Group is a global provider of project management services. Dovre Group has two business areas: Project Personnel and Consulting. Dovre Group has offices in Canada, Finland, Norway, Singapore and the US, and employs about 650 people worldwide. Dovre Group is listed on the Nasdaq Helsinki (symbol: DOV1V). Company website: www.dovregroup.com.

DISTRIBUTION:
Nasdaq Helsinki
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www.dovregroup.com