PUBLICATION OF REGISTRATION DOCUMENT AND SECURITIES NOTE Espoo, Finland, 2013-09-26 14:15 CEST (GLOBE NEWSWIRE) -- EFORE PLC Stock Exchange Release 26 September 2013 at 3.15 p.m. Efore Plc (“Efore” or “Company”) will publish a registration document and securities note (together “Offer and Listing Prospectus”) approved by the Finnish Financial Supervisory Authority regarding the share issue that was decided today on 26 September 2013 by the Board of Directors (the “Share Issue”). The Offer and Listing Prospectus also pertain to the application for public listing of shares issued to the sellers of Roal Electronics S.p.A as a part of the payment of the purchase price. The Offer and Listing Prospectus is available electronically as of 27 September 2013 at 12 a.m., at the latest, on the Company’s website www.efore.com/shareissue2013 and at the subscription place, Alexander Corporate Finance Oy, www.acf.fi . The Offer and Listing Prospectus will also be available in paper form at the subscription place in Alexander Corporate Finance Oy and in the Company. The Offer and Listing Prospectus will be available only in Finnish. Efore announced on 12 July 2013 that a directed share issue was entered in the Finnish Trade Register in addition to announcing on 26 August 2013 that it is preparing to issue new shares for subscription. The registration document contains the following previously unpublished information: The following pro forma information concerning the Roal transaction was prepared based on the requirements set in Schedule II of the Commission’s Prospectus Regulation. The non-audited pro forma based financial information described below is intended for illustrative purposes only, and due to their nature, they describe a hypothetical situation and not the actual financial position or financial result of Efore. Efore Plc signed an agreement 10 July 2013 to acquire the entire share capital of Italian-based Roal Electronics S.p.A (Roal). The transaction was closed on 11 July 2013. The purchase price was EUR 9.7 million. 60 per cent of the purchase price was paid in cash and 40 per cent in Efore shares. The Purchase price paid in Efore shares amounted to 5,243,243 Efore shares. Efore’s Board of Directors decided to use the authorisation granted by the AGM to assign the shares to the sellers. The shares were valued at EUR 0.74 per share. The subscribing sellers agreed to refrain from selling their Efore shares for a period of twelve (12) months from the closing date of the transaction. In Efore’s interim report dated 31 July 2013, which is referred to in the registration document, Roal was consolidated into the Efore Group. The acquisition cost calculation concerning the consolidation was presented in its preliminary form in the interim report dated 31 July 2013. The balance sheet information provided in the interim report dated 31 July 2013 therefore already illustrates the balance sheet effect that the consolidation of the Roal Group has had on the Efore Group. The information presented below pertaining to the effects the consolidation of the Roal Group could have had on the 12-month 2012 profit and loss sheet and the 6-month 2013 profit and loss sheet is presented only for illustrative purposes. The pro forma information illustrates the possible profit and loss sheets of the Efore Group and the Roal Group for a 12-month period in 2012 and a 6-month period in 2013 if the Roal Group had been consolidated into the Efore Group on 11 November 2011. The pro forma profit and loss information is based on the Efore Group’s audited IFRS financial statement for the financial period of 1 November 2011 to 31 October 2012 and Roal Electronics S.p.A’s non-audited IFRS adjusted financial statement for the financial period of 1 January 2012 to 31 December 2012 as well as the Efore Group’s non-audited six-month IFRS interim report for the period of 1 November 2012 to 30 April 2013 and Roal Electronics S.p.A’s non-audited IFRS adjusted six-month interim accounts for the time period of 1 January to 30 June 2013. Historical information pertaining to Roal Electronics S.p.A was compiled in accordance with local legislation (IT GAAP). A separate table shows how Roal Electronics S.p.A’s historical financial information from the financial period of 1 January to 31 December 2012 and for the period of 1 January to 30 June 2013 were adjusted to abide by the IFRS standards applied by the Efore Group. The profit and loss account for the financial period of 1 January 2012 to 31 December 2012 compiled in accordance with the IT GAAP has been audited, while the profit and loss account for the period of 1 January 2013 to 30 June 2013 has not been audited. The IRFS transfer date applied to the adjustment is 1 January 2012.
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| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | | | | |
| | | | | | | |
| | | Audited | Non-audited | | | |
| EUR million | | 1 Oct 2011 to | 1 Jan 2012 to | | | |
| | | 31 Oct 2012 | 31 Dec 2012 | Pro forma adjust-ments | Ref. | Group |
| | | 12 mo IFRS | 12 mo IFRS | | | |
| | | EFORE | ROAL | | | |
| NET SALES | 78.1 | 39.6 | | | 117.7 |
| | | | | | | |
| Change in inventories of | | | | |
| finished goods and work in progress | 2.3 | -0.8 | -0.4 | 1 | 1.1 |
| Other operating income | 0.6 | 1.4 | | | 2.0 |
| Materials and services | -55.9 | -30.8 | | | -86.7 |
| Employee benefits expenses | -15.9 | -7.0 | | | -22.9 |
| Depreciation | | -3.0 | -1.5 | -0.3 | 2 | -4.7 |
| Other operating expenses | -8.8 | -0.4 | -1.0 | 3 | -10.2 |
| RESULTS FROM OPERATING ACTIVITIES | -2.6 | 0.5 | | | -3.8 |
| Financing income | 1.7 | 0.1 | | | 1.7 |
| Financing expenses | -2.1 | -0.5 | -0.1 | 4 | -2.7 |
| RESULT BEFORE TAX | -3.0 | 0.1 | | | -4.7 |
| Tax on income from operations | | 0.7 | 0.0 | 0.2 | 5 | 0.9 |
| RESULT FOR THE PERIOD | -2.3 | 0.1 | -1.5 | | -3.8 |
| OTHER COMPREHENSIVE INCOME | Audited 1 Oct 2011 to 31 Oct 2012, 12 mo, IFRS EFORE | Non-audited 1 Jan 2012 to 31 Dec 2012, 12 mo, IFRS ROAL | Pro-forma adjust-ments | | Group |
| Items that may be reclassified subsequently to profit or loss | | | | | | |
| Translation differences | | 1,4 | 0,0 | | | 1,4 |
| Total comprehensive income | | -0,9 | 0,1 | -1,5 | | -2,4 |
| | | | | | | |
| NET PROFIT/LOSS ATTRIBUTABLE | | | | | | |
| | | | | | | |
| To equity holders of the parent | | -2,3 | 0,1 | -1,5 | | -1,5 |
| To non-controlling interest | | -0,1 | 0,0 | | | -0,1 |
| | | | | | | |
| TOTAL COMPREHENSIVE INCOME | | | | | |
| ATTRIBUTABLE TO: | | | | | | |
| Equity holders of the parent | | -0,9 | 0,1 | -1,5 | | -2,4 |
| Non-controlling interest | | -0,1 | 0,0 | | | -0,1 |
| | Non-audited | Non-audited | | | |
| EUR million | 1 Nov 2012 to | 1 Jan 2013 to | | | |
| | 30 Apr 2013 | 30 Jun 2013 | Pro forma adjustments | Ref. | Group |
| | 6 mo IFRS | 6 mo IFRS | | | |
| | EFORE | ROAL | | | |
| NET SALES | 28.6 | 19.2 | | | 47.7 |
| | | | | | |
| Change in inventories of | | | | | |
| finished goods and work in progress | 0.8 | 0.6 | | | 1.4 |
| Other operating income | 0.1 | 0.2 | | | 0.3 |
| Materials and services | -21.0 | -15.0 | | | -36.0 |
| Employee benefits expenses | -7.2 | -4.0 | | | -11.2 |
| Depreciation | -1.1 | -0.8 | -0.1 | 2 | -2.0 |
| Other operating expenses | -3.6 | -0.2 | 0.5 | 3 | -3.3 |
| RESULTS FROM OPERATING ACTIVITIES | -3.4 | -0.1 | | | -3.1 |
| Financing income | 0.6 | 0.1 | | | 0.7 |
| Financing expenses | -0.7 | -0.2 | 0.0 | 4 | -0.9 |
| RESULT BEFORE TAX | -3.5 | -0.2 | | | -3.4 |
| Tax on income from operations | 0.1 | -0.1 | 0.0 | 5 | 0.1 |
| RESULT FOR THE PERIOD | -3.4 | -0.3 | 0.4 | | -3.3 |
| | | | | | |
| OTHER COMPREHENSIVE INCOME | Non-audited 1 Nov 2012 to 30 Apr 2013, 6 mo, IFRS EFORE | Non-audited 1 Jan 2013 to 30 Jun 2013, 6 mo, IFRS ROAL | Proforma adjustments | | Group |
| Items that may be reclassified subsequently to profit or loss | | | | | |
| Translation differences | 0,0 | -0,1 | | | -0,1 |
| Total comprehensive income | -3,3 | -0,4 | 0,4 | | -3,4 |
| | | | | | |
| NET PROFIT/LOSS ATTRIBUTABLE | | | | | |
| | | | | | |
| To equity holders of the parent | -3,3 | -0,3 | 0,4 | | -3,3 |
| To non-controlling interest | 0,0 | 0,0 | | | 0,0 |
| | | | | | |
| TOTAL COMPREHENSIVE INCOME | | | | | |
| ATTRIBUTABLE TO: | | | | | |
| Equity holders of the parent | -3,3 | -0,4 | 0,4 | | -3,4 |
| Non-controlling interest | 0,0 | 0,0 | | | 0,0 |
Referral information: Descriptions of the pro forma adjustments made to the non-audited pro forma profit and loss accounts: 1: Dismantlement of the allocation of the current assets’ fair value. The stock of consumer-ready products acquired in connection with the merging of the operations was recorded separately from the business value and measured at its fair value. Altogether EUR 0.4 million was added to the book value of the acquired stock of consumer-ready products. The stock of customer-ready products now measured at its fair value is expected to be written off in its entirety during the first year and thereby the adjustment of the change in stock is EUR 0.4 million in the pro forma profit and loss accounts vis-à-vis the 12-month profit and loss account for the year 2012. 2: The write-off of the allocation of the fair value of the intangible fixed assets and the piece of real estate. The intangible fixed assets and the piece of real estate acquired in connection with the merging of the operations were recorded separately from the business value at the fair value thereof at the time of acquisition. Altogether EUR 2.0 million was preliminary directed to immaterial rights, i.e. primarily clientele and product rights, in the acquisition. The write-off period of such goods has preliminarily been set at seven (7) years. The fair value of the piece of real estate located in Italy is EUR 0.9 million lower than its book value. The remaining write-off period for the piece of real estate is twenty (20) years. The pro forma adjustments made to related write-offs total altogether EUR 0.26 million vis-à-vis the profit and loss account for the 12-month time period in 2012 and EUR 0.13 million vis-à-vis the profit and loss account for the six-month period in 2013. 3: The transaction costs of the acquisition. The Group estimates that altogether EUR 1.0 million will be incurred in expert fees in connection with the transaction. The transactions are in their entirety included in the 12-month profit and loss account for 2012. As EUR 0.5 million of the transaction costs were, in reality, incurred during a six-month period in 2013, these realised costs were retracted as a pro forma adjustment from the other operating expenses set out in the six-month profit and loss account for 2013. The adjustment has a one-off effect on the issuer of the shares. 4: Costs incurred for the financing loan acquired for the purposes of the acquisition. The acquisition was partially funded through a EUR 2.0 million third-party loan. The loan period is five (5) yeas and the interest is 3.9 per cent. As a pro forma adjustment, the interest costs incurred during the twelve-month period in 2012 will increase by EUR 0.08 million and the interest costs incurred during the six-month period in 2013 will increase by EUR 0.04 million. The adjustment has a continuous effect on the issuer of the shares. 5: The tax consequences of the adjustments. The ameliorating effect of the deferred tax related to the pro forma adjustments set out above in sections 1 and 2 is EUR 0.2 million for the twelve-month profit and loss account for 2012 and EUR 0.05 million for the six-month profit and loss account for 2013. Sections 3 and 4 do not involve a deferred tax claim as the parent company has earlier significant un-used tax losses whose deferred tax claims have not been recorded. An appendix to the calculation presented in the registration document portrays how Roal Electronics S.p.A’s IFRS adjusted result for the financial period of 1 January to 31 December 2012 was derived from Roal Electronics S.p.A’s audited result for the financial period of 1 January 2012 to 31 December 2012 that abided by local legislation (IT GAAP) as well as how Roal Electronics S.p.A’s IRFS adjusted six-month result for the time period of 1 January to 30 June 2013 was derived from Roal Electronics S.p.A’s non-audited six-month result for the time period of 1 January 2013 to 30 June 2013 that abided by local legislation (IT GAAP). EFORE PLC Board of Directors For further information, please contact Mr Vesa Vähämöttönen, CEO, tel. +358 9 4784 6312. DISTRIBUTION NASDAQ OMX Helsinki Oy Principal media Efore Group The Efore Group is an international company that develops and produces demanding power products. Efore's head office is based in Finland, and its production units are located in China and Tunisia. Sales and marketing operations are located in Europe, the United States and China. In the fiscal year ending in October 2012, consolidated net sales totalled EUR 78.1 million, and the Group's personnel averaged 888. The company's shares are quoted on Nasdaq OMX Helsinki Oy. www.efore.com