HUMBLE ENTERS INTO A NEW LETTER OF INTENT REGARDING SALE OF PROPERTIES AND TERMINATES THE NEGOTIATIONS WITH THE PREVIOUS INTERESTED PARTY

On 12 July 2023, Humble Group AB (publ) (”Humble” or the ”Company”) published in a press release that the Company had entered into a non-binding letter of intent with an interested party to acquire twelve properties, with an option for the interested party to acquire one additional property, which Humble owns through subsidiaries. The parties have not agreed on the final transaction terms and have therefore chosen to terminate the negotiations. Due to the terminated negotiations, Humble has chosen to proceed with Tingsvalvet Fastighets AB (publ) (the ”Interested Party”), with which the Company has entered into a new non-binding letter of intent regarding transfer of ten properties (the ”Properties”) that are indirectly owned by Humble (the ”Transaction”). A material difference from the terms that were published on 12 July 2023 is that the option and one property are not included in the Transaction. Since the announcement, two properties have been combined to one property. Consequently, the preliminary agreed value of the Properties amounts to approximately SEK 277 million instead of SEK 300 million, which comprised one additional property. In addition, a material difference is that Humble and the Interested Party intend to share the future value increase relating to two of the Properties after deduction of costs attributable to construction of two new factories.

Humble and the Interested Party have entered into a non-binding letter of intent regarding the Transaction. The Interested Party is focusing on commercial properties primarily located in Central Sweden and manages properties of a value of approximately SEK 1.7 billion.

The preliminary agreed value of the Properties amounts to approximately SEK 277 million, excluding earn outs. A material difference from the terms that were published on 12 July 2023 is that the option and one property are not included in the Transaction. Since the announcement, two properties have been combined to one property. 80 per cent of the purchase price shall be paid in cash and the remaining 20 per cent shall be paid by way of the Interested Party issuing preference shares in the Interested Party to Humble.

In addition to the purchase price, Humble and the Interested Party intend to share the value increase attributable to two of the Properties after deduction of costs in relation to construction of two new factories, which constitutes earn outs. The parties’ intention is that the earn outs shall, if applicable, be paid by the Interested Party to Humble with cash in connection with completion of each factory.

The Parties’ intention is to complete the Transaction in two phases. The first phase comprises three properties equal to an agreed value of approximately SEK 141 million and the parties’ intention is that closing shall take place at signing of the share purchase agreement. The second phase comprises the remaining seven properties equal to an agreed value of approximately SEK 136 million and the parties’ intention is that closing shall take place no later than on 1 April 2024. Closing of the second phase is conditional on the Interested Party obtaining financing for part of the purchase price relating to the second phase.

Following completion of the Transaction, Humble will continue to own three properties and will hold buy options with advantageous terms for additional two properties. The Company is evaluating the possibilities to also divest these properties in the future.  

The intention is to structure the Transaction in accordance with the announcement made on 12 July 2023 (i.e., as a so called “sale-lease-back”), where the Company enters into long-term lease agreements with the Interested Party in connection with the Transaction to ensure operation and continued use right to current operations. The book value of the Properties excluding group-wise over value amounts to approximately SEK 129 million. If the Transaction is carried out to the agreed value of approximately SEK 270 million (after deduction for Humble’s share of deferred tax of approximately SEK 7 million), the sale profit would amount to SEK 141 million, excluding group-wise over value and leasing affects pursuant to IFRS 16. The Transaction is expected to affect the group’s earnings after tax with approximately SEK 38 million. The effect of the Transaction will be accounted for in connection with each closing.

The Transaction would imply that Humble’s net debt, after deduction for Humble’s share of the deferred tax of approximately SEK 7 million, will decrease by approximately 270 million. After completion of the Transaction, Humble’s EBITA will decrease by approximately SEK -11 million, which corresponds to an EBITA multiple of cirka 25. The net effect for Humble’s liquidity and after amortization of the property-related loans is expected to amount to approximately SEK 204 million.

The Interested Party will carry out a customary due diligence review of the Properties and the parties will, in parallel with the review, negotiate the terms of the transfer agreement. The parties intend to enter into a binding transfer agreement regarding the Transaction during the fourth quarter of 2023.

For more information, please contact:

Simon Petrén, CEO, Humble Group AB
Phone: +46 8 61 32 888
Email: [email protected]

This information is such that Humble Group is required to publish in accordance with EU Market Abuse Regulation 596/2014. The information in this press release has been published by the above contact person, at the time specified by Humble Group's news distributor Cision at the time of publication of this press release.

About Humble

Humble Group is a Swedish food-tech and FMCG-group, supplying the next generation of products that are good for people and the planet. Humble targets the segments of foodtech, eco, sustainability and vegan to drive high organic growth, acquisitions and utilize synergies in the different operation entities: Brands, Distribution, Manufacturing and Ingredients and R&D. Humble’s technology solutions, refined through scientific research and extensive market experience, facilitate new formulations and recipes that improve the taste and texture of the next generation of sugar-reduced, sustainable and vegan products. For more information visit www.humblegroup.se

Humble is listed on Nasdaq Stockholm, First North Growth Market, under the ticker HUMBLE. FNCA Sweden AB is Humble’s certified adviser. Tel: 08-528 00 399, E-mail: [email protected]

Forward-looking statements
This press release contains forward-looking statements that reflect Humble’s intentions, beliefs, or current expectations about and targets for Humble’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which Humble operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Humble believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Humble does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither Humble nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq Stockholm's rule book for issuers.