Fasadgruppen Group AB (publ) (STO:FG)
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May 4, 2026, 5:29 PM CET
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CMD 2024

Nov 7, 2024

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

Good afternoon, everyone in the room and online, and welcome to Fasadgruppen's Capital Markets Day. Almost four years have passed since the IPO, so it was time to provide a strategic update, we thought. My name is Adrian Westman. I'm the Head of Communications and Sustainability. I will moderate this day. I will also have a part in the agenda later. If you are, we can take a look at the agenda, maybe move into that one. You can see the agenda here. We will have a break at around 2:30 -2:40 , 20-25 minutes, and then we'll conclude the day at around 4:00 , a bit depending on the length of the Q&A, and we will have a collective Q&A at the end of the day, so we'll go through all the presentations first. If you're following online, you are able to ask questions through the webcast solution.

I think I will leave it at that. We'll actually have our Chair of the Board, Ulrika Dellby, with us, and she will introduce herself and say a few words, and then we'll move into the strategic update with our CEO, Martin Jacobsson.

Ulrika Dellby
Chair of the Board, Fasadgruppen Group

Okay, so I would like to say a warm welcome to all of you, and thank you for taking the time to listen to Fasadgruppen today. We have really looked forward to this chance of presenting Fasadgruppen, and the team, the management team, will take you through a dense afternoon and hopefully also answer all questions you might have on this journey. For those of you who don't know me, my name is Ulrika Dellby. I've been a board member since 2019 and since 2022 the Chair of the Board. I have a background as a management consultant. I was a partner at BCG for many years, been in private equity, and now I serve on a number of boards. I have six listed boards, Lifco, Arjo, and Linc among those, and also for private equity-owned companies like Werksta and BayernBild within the damage repair business, among other things.

So we have, in just a few years really, built Fasadgruppen to what it is today, and we are today the leading niche player in the facade building envelope industry and facade renovation industry. So we've done a lot, and you will see that today with Martin and the team presenting, but there is so much more to do, so much left to do in the Nordic market and in other markets. The priority for the board is to build value by taking advantage of the opportunities that we have in a responsible way. To do that, we need profitable growth. We have a very, very strong focus on margins and cash flow in the boardroom, and we have to have that, of course, to be able to finance our growth and to have a strong balance sheet, which is a prerequisite, of course.

Our leverage today is temporarily higher than what we would like it to be. It's the result of a recessionary market with somewhat lower margins and also our cash flow profile that has the strongest cash flow in the fourth quarter. We have a very strong commitment and focus to take down the leverage to the maximum two and a half net debt/ EBITDA in the coming time period, while continuing to be able to do selective acquisitions. There are a lot of opportunities in the markets, and we still want to be able to take advantage of the best of those opportunities. With the acquisition of Clear Line that you have read about and you will hear more about today, we have entered the U.K. market, and we've also entered a new niche, the fire remediation niche. Clear Line is a fantastic company.

Like you, we have, on the board, of course, also asked ourselves, are those fantastic margins of + 40% sustainable? We've asked that question a lot of times. We've done a lot of DD. We believe they are. And with that said, we have created a transaction structure that gives us protection should the margin not sustain the 40% going forward. Should they deviate from that in some way, we have a protection in the transaction structure that makes this a really good transaction even if we don't stay on the 40 +. We also have a transaction structure that is designed to take off a little bit of the pressure on the balance sheet, given our leverage, so that we have a cash flow that is going to support our balance sheet going forward.

With that, I would like to hand over to the team, to the Fasadgruppen management team, and you will be able to listen to Martin, who will give the background, what has happened during those years, what have we performed and done so far, and a strategic update going forward. You will listen to Johan, who is our COO, and Adrian, who is Head of Communications, but also Sustainability on operational excellence, which is so important to how to increase our margins and maintain high margins. You will listen to Daniel, who will go through our acquisition strategy and share more insights into that. And then after the coffee break, you will have the opportunity to listen to Ian and David from Clear Line and get as convinced as we are that this is a fantastic business with sustainable margins, I hope.

Finally, Casper, our CFO, will go through cash flow and financing and the balance sheet issues. And as you hear, my voice is not perfect, so you will be happy that I'm not going to do more talking than this today, now that it's time for the team to do it instead. But I thank you for coming again, and I hope that you will get answers to all questions you have and that you will go away from here with our key messages: profitability, leverage, and growth. Those are the things that we are focusing on right now. Thank you.

Martin Jacobsson
CEO, Fasadgruppen Group

Thank you, Ulrika, and a warm welcome also from me, and welcome to all of you in the room, and also welcome to you in the online session. I'm very glad to be able to stand here in front of you today to present the way forward for Fasadgruppen. Remember, we entered the stock exchange on an IPO in December of 2020, and now, four years later, it's time to have a review and see how the way forward will look like. Welcome to a very interesting afternoon as I see it, and Ulrika just presented the agenda and all of the interesting speakers that are to follow. Key messages of today then. It is, and I want to press this, that profitability is, of course, a focus going forward.

We've had an especially weak market in Sweden over the last couple of quarters, and of course, profitability is at the core of Fasadgruppen, so to increase that with our cash flow will, of course, be our priority going forward. We will also take down the leverage, as Ulrika mentioned just now. We will continue to focus on growth, both organic and through M&A, and we will dive deeper into all of these questions later. You will also be, which I'm certain that a lot of you people are very excited to hear about, able to present Clear Line, our latest and largest acquisition from the management team there in the form of David and Ian, which I'm very glad that we have them able to be represented here in the room.

So the strategic update from, let's say, starting with the IPO and then coming to where we are today, I'd like to present to you this slide where we take a step back. Remember here in 2019, Fasadgruppen had a revenue of roughly 1 billion, and a margin profile that was well above our target of above 10%. We set out these financial goals before the IPO and that we should grow at least 15% annually over a business cycle. We have, since 2019, grown roughly 40% yearly. We set out to have an EBITDA margin above 10% annually over a business cycle as well. We managed to have roughly 10 and a half percentage points during that period. The cash conversion, we set out a target to have above 100%. It has been here during the average period, 87%, and in the last 12 months, 104%.

Looking at the net debt to EBITDA situation, we set out a target that it could be or should be less than two and a half, but could be temporarily higher if we would find interesting acquisitions, which I think we definitely have in the last time period. Looking on the last 12 months, it was on a 3.7 non-pro forma level. On dividend policy, which we also stated, we have divided roughly 33% annually to our shareholders since the IPO, where we had the target of 30%. If we take a look back into the foundation of Fasadgruppen and take a look at from the start here in 2016, it was a very small company revenue-wise, but it was founded by entrepreneurs from the facade industry.

With that industry know-how, started the group and had a vision of expanding at first in Sweden, but now we've grown now to Northern Europe. It is truly a history of strong growth, as I mentioned, roughly 40% yearly from 2019. Then if you take a look on the years prior to that, it grew by 100% in 2017 and some, let's say, 75% in 2018, just as examples. It has been a very intense period for Fasadgruppen to grow where it is today. If we take a look at where we are today, we're well above SEK 5 billion in sales, and the lighter blue bar here indicating on a performer level the Clear Line revenue as well. On a profitability level, as I mentioned, set out a target of above 10%.

We took a wider kind of look back here from 2016, which was not included in the prospectus at the IPO, but we wanted to be clear about how the margin have fluctuated throughout the years, and now, as we've seen in the latest couple of quarters, it's been under pressure, but we see that we now have an optimal situation ahead of us in order to increase the margin going forward, so very glad to be able to say that it has been a tough period, but we are now looking forward to an improved market situation. This is then a diversification strategy of not only being in Sweden that started prior to the IPO.

We were in these last first couple of years here only in Sweden, as highlighted by the darker blue bars, and has since then, first the international expansion went to Denmark and then to Norway, Finland, and now ultimately U.K. So now if we look on, if we would add Clear Line on a pro forma level, Sweden would be a little bit less than 50% of the revenues. And we'll see that the diversification strategy will continue, that Sweden will have a smaller impact on the whole. This is a new slide that has not been presented before, and this is to highlight the margin profile within all of our subsidiaries. And on the, say, the green bar is then highlighting all of our subsidiaries that have a margin profile above 10%. And then there are some brackets that are between 10%-15%, 15%-20%, and then above 20%.

The number stated in the parenthesis beside is then the one year prior on how it's been fluctuating during these nine months, you could say. The focus for each of these groups vary, you could say. Of course, on the higher profitability subsidiaries, it's focused on growth and maintaining profitability, always cash flow improvements, of course. That's one piece of focus area that we will get back to later on in the presentation. If you move on to the blue bars here, that's the companies between 5%-10%. They are then focusing more on profitability as well as the companies that are below the 5% mark. Two examples of companies that have entered into the Fasadgruppen family. The first is a company in Sweden, we call it Subsidiary A, where Fasadgruppen acquired them in the beginning of 2018.

Back then, the company was a small company with focus on, and we have revenues of roughly SEK 40 million . The profitability was very varying, you could say, with margins between, it could be 10% one year, it could be 5%, but we saw the potential in the company. They did extremely well-managed projects, the end result for the customer was fantastic. However, the entrepreneur had, you could say, a lot of need of being in control. We assisted with the focus on project management and letting go of, you can't have total control of everything, then you're not scalable enough. We assisted with that and hiring project leaders.

Ultimately, with the great company and the great projects that they did, ultimately now they're a company that are delivering stable margins above 10% and are now close to SEK 120 million in sales in these few years here now. Taking a look on the second example, we have a subsidiary in Norway. It was a bit larger when we acquired them, had the revenues of roughly SEK 150 million. But there was also where we saw an increasing potential of higher structural margins and growth potential.

There, it was another kind of initial setups that did that this company could drive into these kind of margins, but it was more focused on the scaling and on the, say, project follow-up, which ultimately led to a higher focus and knowing exactly where in the part of the projects, where do we, where is the profitability and highlighting that with our systems, with our industry knowledge. And now I'm very pleased to say that this has gone from a SEK 150 million company to SEK 250 million and margins from, let's say, hovering about 6%-8% to well above 14%. So that's just some examples of what has happened, but where to now then? We set out a goal last year, remember, we call it 10/10 by 2028, that indicated a revenue of at least 10%, revenue of SEK 10 billion, sorry, with a margin of 10% by 2028.

And we are ready to take that goal into action, and we're well ahead in terms of where we are now, especially with Clear Line on board. And we think that's a great example of how we can grow forward. We see that we will be able to capitalize on all of the market drivers ahead. We'll get back to that later in the presentation, but plenty of opportunities going forward. But ultimately also consolidating the large markets in Nordics and the U.K.

Remember here, our vision is to have sustainable properties and good living environments for everyone. And that we acquire and develop entrepreneurial specialist companies that care for and create sustainable properties. That's super important for us. Then how will we reach that? We will do it by looking at four strategic focus areas, which we'll also be diving deeper into today. Of course, it starts with the people.

That's our utmost, most important asset: the people in Fasadgruppen. We have roughly 2,000 employees today, and we continue to grow in the coming years, but it's equally important to grow the people within the organization. Operational excellence is, of course, a focus area for us and how we can develop and elevate our subsidiaries. M&A is in our DNA, as we say, and we will continue to focus on the right acquisitions, but also sprinkle in a bit of startups, which we have an example of later on in the presentation. And of course, sustainability is included in everything that we do. We will highlight that also as a business opportunity, especially then focusing on energy efficiency, as Adrian will be diving deeper into a bit later on. Then let's say our ingredients to this value creation going forward. We have several ingredients here.

These five are what we'd like to highlight. Some of them that I can focus in on is that the decentralized business model is, of course, at the core at Fasadgruppen and has been since day one. We believe that's the most efficient way to run these kind of businesses. And it's also important to always perform our kind of products with quality. At the end of the day, we have a lot of recurring customers, and we want that to be a recurring customer also in the future. And ultimately, if you deliver the right project or product and service to the customer, then you will get plenty of more recurring customers. Looking at the market going ahead, we present to you today both the Nordic total construction market as well as the U.K. total construction market.

As you can see, it's been tough years since roughly 2021 in the Nordics, and 2024 has been somewhat slower in the U.K., even though the growth numbers are not as, you could say, severely down in U.K. compared to the Nordics. But as we see it, 2025 and onwards we're poised for continuous growth here. And there are several then, you could say, indicators where the new Resi is highlighted by the darker blue bars. And you can see that they are the ones that have had the largest effect on the market, of course. But remember here that Fasadgruppen have roughly 80% of our revenues stemming from renovation, and that is prior to the Clear Line acquisition. And we will hear more about Clear Line later on, of course.

But with that said, I want to highlight that we believe that we've seen the worst in our markets and poised for growth ahead. Then looking at organic opportunities going forward, it's important to note here that it is a very local business that we are running, and the local subsidiaries know their market the best. And you should be cautious with organic growth sometimes. It's quite easy to grow organically in our industry. You can just lower your prices and you'll get more work, but that's not how we want to operate. We want to be the quality player that performs the best projects and should have the confidence to take the right price in terms of margins. But with that said, there are plenty of opportunities for the various subsidiaries in their local market. It varies. Some have huge organic growth potential, some have less.

That's why we state here that it will be driven closely related to the subsidiaries. Of course, the organic or the energy renovations is also a huge player for us going forward. I think we have not seen the big impact on that yet. We will get back to that as well, but we see that in 2025 that will also play an important role for us. If we look at our organic growth historically in the last five years, we have outgrown the GDP growth by roughly 1-2 percentage points. We see that we will continue to be able to do that. We highlight the main bottleneck is skilled workforce. It's often so in many companies, but with Fasadgruppen as an employer and part of the bigger story, it gets easier to attract talent. And we also see, as I mentioned, the potential for startups.

Now that we have the whole infrastructure in place to take care of plenty of more companies with our, let's say, financial department, purchasing, etc., then we are ready to do these kind of startups. Then actions that are taken then to maximum value creation. We say on our group level, we introduced a new organization unit one year ago in order to optimize our structure in order to support our subsidiaries in the best possible way. We have our core processes which we call Identify, Connect, and Elevate. Johan will dive deeper into that in the presentation, and of course, going back to the energy renovation part is super important.

On the subsidiary level, it is a very local market, as I mentioned, and not this participation to raise to the bottom of price levels is not in our, is not a focus area of ours, to say the least, and then, of course, we are focused on cash flow improvements, which you have seen in the last couple of quarters that it has improved, and we will continue to focus on the internal cooperation, then as of last week, we also entered the U.K. market, as you all hopefully know. When we take a look at only the building envelope and facade market in the U.K., that's estimated to be around SEK 10.5 billion with a growth of roughly 4.5% in the next couple of years here. For the facade fire remediation total market spend, we mentioned a number here of SEK 24 billion.

That could be a bit cautious, to be honest. No one knows exactly how large it is, but that it is a huge market is to say the least, then of course there are similar characteristics in the U.K. market as it is in the Nordics with a replacement cycle, and the U.K. government has as well put in place minimum energy standards, which we will hear a bit more about when Clear Line tells you about their process. This is also some new numbers. As of today, we previously stated that the Clear Line order backlog was above one year of revenue. Today revealed that it's roughly GBP 80 million, meaning roughly SEK 1.1 billion. That makes our total order backlog here of someplace SEK 3.9 billion. Clear Line has a bit larger projects than our profile.

We have in Clear Line. It's roughly 20 ongoing projects with average order value of roughly SEK 7.3 million. Project length is roughly nine months, a bit longer than a typical Fasadgruppen pre-Clear Line. The total number of projects in our order backlog was above SEK 50 million, went from nine to 22 together with Clear Line. And the average project size, we've previously highlighted that would be somewhere between SEK 3 million-SEK 4 million. That's now risen to be roughly SEK 4 million. Then just take a look at our company portfolio. We have categorized them into three categories. Then you could say small, medium, and large. And the small players that have revenues below SEK 60 million, they're 22 currently. Revenue between 16-120, 14 companies and above SEK 120 million is 15 companies here. Then today, we also reiterate our financial targets, as I went through in the previous slide with a follow-up from our IPO.

And with that said, do I think that we have potential to have higher margins going ahead? Yes, absolutely, I do. Then priorities now then for 25 and up to 28. Profitable growth, which Ulrika clearly stated in the introduction presentation. Priorities then, of course, profitability, leverage, and growth. We see that there is plenty of improvements to be done, and we are poised to take action on that. And how we run these subsidiaries is soon to come here with Johan's presentation. The leverage, as we mentioned, is a priority of ours and to be returned to below 2.5. Growth-wise, we see plenty of opportunities, as we've mentioned, both organically and through M&A. And with that, actually, we're going to play a short movie to give you some more flavor regarding our operations in Denmark. Thank you.

[Foreign language]

Johan Claesson
COO, Fasadgruppen Group

Okay. Yes. Thank you. Okay, let's talk about operations and operational excellence. My name is Johan Claesson. I've been here at Fasadgruppen now for four years. So I started just before the IPO and been part of this growth journey as a business unit manager in the western part of Sweden and Norway.

To start with, we just show you our business model. As you see, we operate under a decentralized business model, which is very, very important for us, as Martin said before, to do this in an efficient way. It's very important that our local businesses are responsible for their own P&L and do business locally with their customers and their projects and so on. The operations should be a bridge between the group and the subsidiaries so we can help them increase in efficiency, also profitability over time. That's important. In the long run, of course, create value for our shareholders and stakeholders. To connect this, we have some common values: collaboration, commitment, and expertise. That is also very, very important that the whole group have something in common to come back with.

Before I introduce the operational unit or operational, I would just go through some competitive advantages that we see with our model. And the first thing is local relationships that our subsidiaries are local markets in their niche. And the business is generated through these local relationships and where they do business. The second thing is reference projects. Of course, we have a great portfolio of reference projects.

And a key advantage of being part of a group is that one individual subsidiary can leverage on another subsidiary's references, for instance, in public procurement. So that's important. Network and operating platform. Knowledge sharing and resource pooling create a high level of competitiveness. And also that if we do something wrong or if we make mistakes, we only want to do it once. So we share that with each other in the group. And last but not least, certificates.

As a part of a larger group, our subsidiaries have access to important certifications, but also quality standards that may be challenging for a standalone company to achieve by themselves. So this strengthens our subsidiaries' credibility, but also competitiveness, especially in larger procurement or larger projects where such requirements often are essential. And here is a short introduction to the operations unit and how we create value.

We have several central functions that are designed to support the subsidiaries in areas where we see great synergies. And one example of that is procurement that we handle centrally. And what we do is that we take the combined turnover of the whole group when we go to the suppliers and negotiate the best central framework agreements due to price, to delivery terms, payment terms, but also sustainability.

So we integrate that into the agreements so that we have that in a good way. The next thing is QHSE, KMA on Swedish. So it's quality, health, security, and environment. And as you know, all our companies or subsidiaries are operating in the same industry where these things are very crucial for success. So through ISO certification, we can support all of our companies to improve in these areas and also be more competitive in that way.

And the last thing is sales. In a central level, we can assist our companies in engaging nationwide clients in early stages, but also when it comes to sustainability and so on, to talk with nationwide clients. So there are significant opportunities that we explore in an overall level so that we can grow in that way. But it's very important to say that the business is done locally.

So we don't do any business centrally. So we're just engaging our clients in that way. But when we handle it like this way, we have some central functions. It's very important to note that we must never forget that the core of this is the decentralized organization. So there must always be a balance between central and local initiatives so that we don't do the wrong things here.

One slide too much so. Lessons learned. I have been in the industry now for nearly 15 years. And as Martin said, there have been some market challenges, especially in Sweden the last couple of years. And during these years I've been here in the industry, I have never seen a drop like this in the market. It had gone up and down, but I think this is the most challenging time we have had in these years.

So I think that this is just, in the short term, it's just a bump in the road. But in the long term, we will recover and come back even better after that. And that's why also we have some lessons that we have learned during this time. And we will still focus on goals and process development. In tougher times, clients' demands increase. And we need to develop our internal processes to become more efficient and more competitive in that way.

In a tougher market, we shouldn't hesitate also to act quickly and make structural changes in the organization if it's necessary to support the long-term development and creation of value. And I think that we have handled that in a good way now in this market challenge. We should continue to acquire local market leaders in special niches. That's a good way to do it.

We aim to diversify even more in our offering within geographies that we operate. Further on, we should continue to focus on goal management and ensuring that our local subsidiaries, their goals are in line with the group's targets and objectives, of course. But we believe that if we set goals further down in the organization, we get a strong, based on our own circumstances, will foster a greater engagement in the organization to fulfill those targets.

We have also a strong culture of competition inside the organization. That's also very important to follow up on. At the last, we want to attract young talents so we can train them within the organization. Further on, we need to develop new recruitment models and also invest more in leadership development so we foster this sustainable organization culture.

Further on, we will drive continuous improvement, strengthen our collaboration between our subsidiaries, and also create added value across all levels in the organization with this. During this year, we have also clarified and developed our core processes to be more efficient so we are ready when the market is turning again. We are focused on, of course, value creation. Then we have these three core processes now.

With these three, we think that we can achieve operational excellence. That's identify, connect, and elevate. I will talk a little bit more about the different processes further on now. Let's start with identify. We have successfully recognized that the best acquisitions that we have done come from our internal network of people. That's the best we have done. That we will continue, and that's very important.

We will also involve our support functions early in the acquisition process so that we can get a clearer view of the quality level, of course, of the company. But also that even in that phase, we can identify rooms for improvement in that special company when they come into the group. It's also very important to, in an early stage, get a clear picture of the company's succession planning and also the leadership development in that company. Is there any talent that we can build on and so on?

So that's also something that we want to be involved in and investigate in this phase. And of course, operations is the closest to the business, and we should therefore actively ensure that we have the appropriate diversification in the geography that we operate so that we have different companies in the different geographies. So that's identify.

Let's come to when they come, when we have acquired the company, so it's time to connect them, and we need a clear structure for that, and the structure is designed so that we should minimize disruptions to the daily operations to that company. We have a strong business focus during this phase, and we can always make adjustments based on each company's specific needs, and of course, we take what we found in the due diligence phase, that we could take that in this integration phase and see what we can do further on, and of course, also convey the right levels of expectations. What could the company expect from Fasadgruppen and vice versa? That's also important to do in this phase so we can work further on with that, and then we implement some continuous follow-up, and that's what you see here in the left.

Normally, we have two board meetings in every subsidiary a year, so one in the spring and one in the autumn, and the focus on those meetings is called goal setting for the subsidiary, but also looking at how can they develop further in this. We want to remain closely connected to the business, and there also, each subsidiary has a monthly project follow-up, so we are participating every month in that, including me and our country manager, to see how the companies perform due to their projects, so we look at how they calculate project margins, how they drive their projects, and so on. So that's also very important that we are very close to the business. We have a scorecard that is sent out every month with different KPIs.

Here we have some examples: revenue, EBITDA, cash flow, and some ESG KPIs also that we follow up every month with the local CEO. And also, like I said before, they like to compete in this organization. So we are very transparent how the company is performing within the organization. So we have, so to say, a league table so they can follow up how they are performing in the organization.

The next thing, network with Fasadgruppen companies, is also very, very important that we want to set out very quick when they come into the group so that they meet the other companies, the sister companies, so they can explore new business opportunities, new customers, and new products and so on. So that's also a very, very important thing. And on a group level, we continuously monitor our leaders, normally once a quarter.

We focus on succession planning, of course, but also leadership development, so not only for the CEOs, if we have talents in the organization, we talk about how we can develop them and build further on those people, so that's something that we do on a regular basis, and the next thing, maybe the most important, elevating. How can we be better? It's very important for us that we have, as I said before, right leadership for each business, and that's why we have established these four principles to create a consistent leadership culture in the organization, and these four are entrepreneurial spirit, commitment, strategic ability, and leadership communication, and our leaders are evaluated through these principles, but we also use them when we recruit new leaders in the organization.

When it comes to developing, together with the local CEO, we take a long-term business plan with clear goals to align with, of course, the group's targets. Our primary role, the operation in this, is to support and coach the local CEO in this work to moving the business plan forward. And of course, also we encourage digitalization and automation because we think that we are convinced that the organization's overall performance can be much better through digital initiatives.

And sometimes there also come some improvement suggestions from the subsidiaries to the group level. And then if we see there is a significant synergy across all our subsidiaries, we drive that on an overall level so that we can get better in the whole organization. Great. That was operations from me. And now I will hand over to Adrian to talk about sustainability.

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

Exactly. Because one of the, I would say, main priorities also when elevating the businesses is obviously sustainability. Sustainability to us has always been a clear business opportunity, but it's also been something that we have integrated throughout the operations, no matter if you talk about finance or subsidiary offerings or what we do on a central level in general. And we also believe that considering the fact that we are the market leader, we should not only drive this movement forward to ourselves, but it's equally important that we get the whole industry to go along with us. So we believe truly that we can make an impact not only us, but everyone within our niche.

Before moving in a bit more into the detail how we can support our customers, because we want to focus on that today, just a step back and look at our overall sustainability framework or ESG framework, as you can call it. As I said, we want to be, we are the industry leader, we want to be the industry leader, and that's also reflected in our overall targets. We want to have the industry's most ambitious climate action. We want to have the industry's best workplace, and we want to be the industry's most stable partner. We have sub-areas in each area. You can see them for yourself here, and we also obviously have targets connected to each area. Just to highlight the integration of ESG into our overall operations, the targets that we follow within the G is actually our financial target.

It's a clear alignment in between them. Looking at the E, we have had targets to reduce Scope 1, 2 , and selected Scope 3 emissions, but we are in the final stages of getting Science Based targets approved. I'll get back to that as well. Those targets will be replaced. Within the S, we are following up on this eNPS score, which is a metric to see how satisfied the employees are. Of course, health and safety. LTIF is a highly important KPI to us and the subsidiaries. Just looking at the market, and as highlighted as one of the main driver themes ahead is sort of the big renovation wave that is expected based on new directives on a government level. We have talked about this for several years now, but the EU has finally approved the EPBD, the Energy Performance of Buildings Directive.

Now it is up to each member state to adopt this international legislation. It's expected to start that and have implemented it by next year. I think we're starting to see some details to this. Here on the right side, you can see the first implementation on a Swedish level where there are almost, or actually a bit more than 35,000 buildings that will be affected just in the coming 10 years for non-residential buildings. Then the residential buildings will come in addition to that. In addition to the directives coming from EU and government level, we also see a strong movement from the financing side of the property world.

So there are most banks, I would say, in the Nordics are currently trying to increase the green part of their lending portfolios, therefore putting pressure on property owners to improve their buildings from an energy efficiency point of view. And this can actually make the movement faster and stronger because if you don't adapt according to your bank's will, it will probably cost you more in financing. So where are we? Fasadgruppen, I mean, we are definitely here and ready to support in this net zero transition. I mean, we have done this basically since the inception and before that because most of our services actually do have an impact on energy performance, but it has not been a focus area per se.

If you look 10 years back, then you just talked about it as a renovation or as an insulation, adding a new insulation or whatever it could have been. Here we are naming some numbers on how different measures can impact the energy performance, and of course, the more you do, the higher the number gets. If you sum this up, I think you will get to way above 100%, and it's obviously not possible to do everything at once, but the thing is that we will see a higher demand for multidisciplinary projects, and this is really, really fitting. This is fitting us really well, so it's something that we are currently supporting our subsidiaries in sort of being able to convey to the customers since they maybe are not always used to selling energy efficiency in relation to the normal or the old renovation then.

Here are some examples. We are in the final stages of this conceptualization, but we're trying to help the customers to understand what the different measures can do, not only sort of from an energy savings perspective, but you can actually also do climate calculations on the different measures that we have. Basically meaning that how will your climate impact change based on this specific measure? In this example, we have categorized different measures into a good, better, and a best category. You can see both how much energy savings you will be able to achieve. It includes different thicknesses of insulation. It includes window replacements, window renovations. In this best category, we also have the SmartFront method, which I will talk about in just a minute. Then in addition to the ROI, you can also see it as a climate investment.

How long will it take for you to get into zero from the environmental impact that the project is having, both on a project level and also then in what you are actually saving? So final stages of calculations of this, you will see this more conceptualized within the next few months, I would say. And it's something that we will also help our subsidiaries with. You can see some customer testimonials on the right side. It's actually quite amazing what can be achieved.

And I mentioned SmartFront. We have talked about that a lot over the years. And it's our flagship product, I would say, from an energy savings perspective. And to give you a better understanding of it, we will show a short movie sort of on how the method is working. So I think we can roll it.

A large number of buildings in the Nordics are in dire need of energy renovation. But with a SmartFront method, you can transform your home, boosting both its well-being and efficiency. We start with a window installation. New energy-efficient windows are mounted from the outside, seamlessly integrating with the existing structure through specialized frames. These frames are designed to provide maximum insulation and durability. We prepare the ventilation system by creating pathways and an access point in the roof.

Ventilation ducts are installed, including drilling holes above the windows for air supply channels, ensuring optimal airflow and energy efficiency. Insulation is key. We apply two layers. First, a 100 mm layer, then an 80 mm layer using moisture and fire-resistant mineral wool to significantly enhance the building's energy efficiency. We give your building a fresh look.

Two layers of plaster are applied, or choose from other finishing options like facade panels, brick, wood, or another material to match your aesthetic preference. The base of the building is insulated, ensuring no detail is overlooked. For those who want to go further, we offer optional upgrades like solar panels and glazed balconies, pushing energy efficiency even further. Imagine a home that's not just more comfortable, but also smarter, quieter, and energy efficient. With the SmartFront method, you're not just upgrading your property. You're investing in a future-proof, eco-friendly lifestyle. Transform your building, boost its energy rating, and enjoy the benefits of a healthier, more sustainable home.

This is something that Fasadgruppen can uniquely provide in the market. It has previously been provided through one specific subsidiary, but we have during the years started to take action to actually roll it out for other subsidiaries to also be able to install this method in Sweden to start with. But we're also exploring the opportunities around the Nordics. And who knows, we might come to the U.K. as well. But we see a lot of potential.

The market has been quite tough, as already mentioned over the past year, but we see an increasing and strong interest in the solution. And with a high number of requests starting to come into play. A few more words on the sustainability side. I mean, cooperation is really key to drive transition. We can't do this alone. As I already mentioned, the banks, financing partners will be really, really important to actually make real change.

I think we will also see insurance companies coming into this more, looking at facades from a climate change perspective. We're talking a lot about energy efficiency today, but climate change with more storms, more higher temperatures, etc., will also put pressure on the properties that we're living in here up in the north. Yeah, the trading association, cooperative associations, we already have cooperations with the big ones in Sweden, but also the material suppliers because they are also eager to participate in this movement. So I think we already do have a few cooperations, and I believe that we will be able to enter even more in the future to be able to accelerate our support in the transition, and then also then a few words on our own impact. As I said, we have calculated and followed up on our Scope 1, 2, and 3 in the past.

It is a, I would say it's tough in a decentralized organization trying to get these numbers together. And it has been, we have put a lot of work into it. And previously this year, we committed to the Science Based Targets. And we are now then in the final stage of this audit. So if everything progresses as planned, we will probably have verified targets before year-end. But it's in the hands of the Science Based Targets initiative at the moment. They will include reductions, absolute reductions of Scope 1 and 2, and relative reductions of Scope 3 considering our M&A agenda. They will include net zero targets up until 2045 so that we are aligned with the Swedish construction agreement of a net zero construction industry by 2045. And it will also include a supplier engagement target, which we believe is really important.

We're trying to, we want to cooperate and work with material suppliers that also follow up on data and emissions. These targets will actually also be really, really similar to the KPIs that we already have announced in our sustainability-linked loans. We announced this last week in connection with the Clear Line acquisition. I think that this really, I mean, it demonstrates the connection that we have between our financing and our overall strategy.

We will follow, in addition to the environmental KPIs, which will then be a reduction of Scope 1 and 2 emissions, reduction of Scope 3 emission intensity target, and also the supplier target. We also have an LTIF reduction target since health and safety is truly important to us. It can then impact the interest rate margin of up to five basis points per annum.

And we have a 50/50 distribution between the S and the E. Just one last thing on the supplier engagement. I think that's something that the whole industry is struggling with. It's the data quality. But I think that's also why it's important for us to actually try to work together with the suppliers that also try to pursue an ambitious climate agenda. So working together with the suppliers that have Science Based targets because that will also improve our data quality, which means that we will be able to help our customers even more in understanding the impact that their choices are having. So with that said, Johan, you will conclude this part of the presentation.

Johan Claesson
COO, Fasadgruppen Group

In a good way, I hope. But yeah, to summarize, we are optimizing for the future and building a foundation for a long-term success through focused management and goal management. By prioritizing business opportunities, investing in succession planning and leadership development, and also leveraging on internal knowledge and experience. So we are prepared to face the future, the future challenges, and seize upcoming opportunities. And as you see here, we have a goal-oriented governance optimized for the future, act on new business opportunities, leadership development, leverage internal knowledge and experience, and positioning towards energy renovation and upgrades. So I hope you got a good insight now in operations and also our sustainability work that we do. So thank you.

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

Great. And since I'm also moderating the day when needed, we will now hand over to our Head of M&A, Daniel Bergman, who will speak more on the acquisition strategy ahead. So there you go.

Daniel Bergman
Head of M&A, Fasadgruppen Group

Hello everyone. My name is Daniel Bergman. I'm the head of M&A here at Fasadgruppen. And I will be talking about our acquisition strategy. For those of you who don't know me, I have a background as an entrepreneur. I founded a roofing company in 2007 that I ran for 16 years. So I have plenty of experience working with entrepreneurs. And I continue to do that to this day, but from a different perspective. So what is Fasadgruppen's M&A philosophy?

We have a decentralized structure where our companies maintain a high degree of autonomy. And we think this is really important. We like when companies collaborate and find synergies, but we never force any synergies. We have an infinite ownership horizon. We buy companies to keep them. Being part of Fasadgruppen gives access to a multitude of people who have different experiences that can be shared within the group. And I have experience of this myself. There's a saying that it's lonely at the top. And there is truth to that.

So many times I was having conversations with myself how to solve a problem. And once I came into Fasadgruppen, all of a sudden I had more than 50 colleagues who could help me solve my issues. We also believe in win-win incentives. So we provide structures when we buy companies that reward long-term performance. And we sincerely think that we have preferred buyer status and that our proposition is attractive to sellers. So history of M&A. Since Stark Fasad and Karlssons Fasad merged back in 2017 or 2016, Fasadgruppen has been an acquisitive company. We have acquired on average eight to nine companies per year, adding net sales of SEK 600-SEK 700 million every year. Year- to- date, we have acquired five companies with roughly SEK 1 billion in annual sales on a pro forma level. Our entrepreneurs are strong ambassadors for our business.

We have the same management in place in 80% of all of our companies. So what do we think about the runway and what are market drivers going ahead? So our current addressable market has a combined size of SEK 275 billion. That is. And it's important to say that in this number for U.K., we have only included numbers for facades. We have not quantified the size of roofing or balconies or windows or any such things. And Fasadgruppen has a turnover of about SEK 5 billion . So we have penetrated less than 2% of our addressable market. We also think that there are many growth drivers ahead. There's an aging building stock with a big technical debt that needs to be renovated. Adrian spoke quite much about energy efficiency.

But if we're going to meet our environmental targets, there's going to be big demand for energy renovation. We have a large number of historical buildings in our core markets, and they need specialist know-how to be maintained and to maintain our cultural heritage. There's extreme weather, changing weather conditions, heat, cold, snow, rain. I have personal experience from this. Did I change that? Sorry. So in my roofing days, we upgraded a lot of drainage systems and the snow retention systems. And I think this is just the beginning of a trend. It's going to be more and more of that going forward. And last but not least, we have changing demographics that's going to drive the demand for more buildings with subsequent renovation needs. So what kind of companies are we looking for?

Generally speaking, we look for specialist companies that work on the outside of buildings or the building envelope, as we call it in the industry. And they can be facade companies working with insulation, render, masonry, cladding, and glazing, such as Stark Fasad, Rovakate, and of course, Clear Line. It can be roofing companies working with insulation, tinsmiths, bitumen roofing, and tile roofing, such as Ålins Plåt and Engmans Tak. Window companies that do installation and renovation.

An example of that is Bruske Måleri here in Stockholm, quite a big player. Balcony companies doing assembly, installation, renovation, and glazing. And we acquired one company like that this year called Alument in Denmark. And then we have specialty companies that are in deep niche services, forging, steel structures, scaffolding, and solar. And we have one of the startups this year is within solar called Elentra.

We bought a scaffolding company called Brenden this year. What kind of characteristics do we look for when we look at a company? We like companies that are in clear niches and that have a strong reputation within its niche. We want them to have net sales of roughly SEK 50 million-SEK 500 million and an EBITDA margin of above 10% over a business cycle. We like when they have asset-light business models and when the majority of projects are within renovation.

It's important that the company has a sustainable business model. It's also important that the company works in the B2B market and not in B2C. For management, we prefer the companies to be entrepreneur-led with solid management teams. And we assess through our network that the management has a high level of integrity and sound business practices.

And we also consider if we think that they're a cultural fit and that they are committed to our joint journey going forward. And about the market, we want them to have a strong local market position. We want them to be active in a growing region or a growing market and that they have a diversifying service offer in the existing market. So what acquisitions have we done in 2024?

All the acquisitions that we have made tick the boxes in terms of company management and market criteria. Like I mentioned before, we acquired Alument, which is a balcony company in Denmark. We acquired Clear Line. I won't talk anymore about them. They can present themselves in a little while. Then we acquired Brenden & Co, which is a scaffolding company in Oslo that has their own developed ERP solution for increased efficiency.

We also acquired JS Svets, which is a steel structure company, which was acquired through our subsidiary GAJ. The business model is very similar to GAJ's, and the service offering is also very similar, but they operate in different regions. This was a good way for GAJ to expand to a new region, which is the Stockholm region. Then startups. This is something new that we have started this year.

So far, it's just one company called Elentra Solar. This is started between Fasadgruppen and two entrepreneurs. The reason this particular company was started was that we had a big demand for solar in the Stockholm area from our subsidiaries, but they had difficulties finding a good partner to help them satisfy their needs. They have received their first order to date, I think. How do we source deals?

Most of our leads are organic. They come from our own network and from our subsidiaries. That's also the best way for us to find companies because most of the time there's already an established relationship, which makes it much easier for us to start the conversation. And most of the time they have a pretty good idea of what Fasadgruppen is. We also find companies through industry associations and suppliers.

And sometimes we get contacted directly by companies that want to become part of Fasadgruppen. And the tree here symbolizes that for every acquisition we make, we roughly get five more leads helping us grow. The M&A process. There's no particular timeline to say like how long does a process take, but it takes anywhere between four months to four years.

I personally have not been part of a four-year process because I haven't been there that long, but Martin before me has. And we divide them into seven different phases, with the two most important one being the relationship phase and the internal review phase. And in the relationship phase, we get to know the business and the entrepreneurs, and we get a deeper insight into the business model and the market landscape. We can also consider possible synergies, value adds, and risks.

And in the internal review process is where we build our investment thesis. We involve different people in the organization depending on which market and which kind of company it is. We can also discuss what we think is a suitable structure for the acquisition. And I think the rest of the phases are pretty self-explanatory, so I won't go through them. And structure.

When we acquire a company, we always acquire a majority ownership, no minority holdings, between 51%-100% acquisitions. We want to provide good incentive models for the companies to keep performing going forward. We do that in different ways. We have earn-out structures. When we don't buy 100% of companies, we can have put-and-call options and also dividends. We have profit sharing through preference shares. We want alignment of interest between all the companies in the group.

We also have a reinvestment in Fasadgruppen shares so that everybody is aligned. These are made either through own purchase or through share issue. After the earn-out period is done, we have incentive structures that promote continued performance. Summary. Fasadgruppen offers an attractive model to entrepreneurs. We are active in a large fragmented market with many growth drivers. There is a continuous flow of new targets thanks to our size and network, and M&A is on our DNA. Thank you very much. Now it's time for coffee.

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

Yes.

Daniel Bergman
Head of M&A, Fasadgruppen Group

Yes.

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

So thank you, Daniel. We are actually slightly ahead of the agenda, which I believe everyone in this super warm room appreciates, so we'll go into a coffee break. It will last for, I would say, about 20 minutes. We'll put out a notice in the webcast as well when it's a few minutes left before we start again, so we'll be back in about 20. Thank you. So, welcome back to the second part of our Capital Markets Day. I hope you enjoyed the coffee.

So, and now this is actually quite special, to be honest, because we normally, when we acquire a company, we always tell them that as soon as papers have been signed, you can go back focusing on the business again. But this time, we invited them to also join us here in Stockholm to talk to you guys, and then they will be able to go back and do what they do best. We have the Clear Line team that will join us on stage. Then we'll have Casper, our CFO, and then we will conclude the day with the Q&A session. With that said, please, Ian and David, welcome.

Ian Hagan
Director, Clear Line Maintenance Ltd

Good afternoon, everyone. My name's Ian Hagen. I'm a director at Clear Line in Sheffield in the United Kingdom. This is my colleague, fellow director David Higgins.

David Higgins
Director, Clear Line Maintenance Ltd

Afternoon. As Ian said, I'm David Higgins, one of the directors at Clear Line. I joined the company in 2007 from a project management background, developed through the company, and I've been a director since 2019. Yeah. We'll start off by giving you a little background on Clear Line, where we've come from, and how we've got to where we've got to.

Clear Line was formed in 1997 by the original founder, a chap called , Stephen Wesley. The focus of our business at that time was acting as a secondary subcontractor working for companies like Permasteelisa, Gartner, Scheldebouw, GIG. They were material suppliers, and they specialized in unitized and stick curtain walling. They carried out installations throughout the U.K. and Europe on large-scale buildings. We carried out the installation function for them. They, in turn, worked for the main contractors, which were BAM, Sir Robert McAlpine, Carillion, the largest companies that operated in the construction sector.

As the time went on from 1997 throughout 2007, 2008, and 2009, the projects got larger in scale. They became more complex, but the key factor, as we developed throughout the process on building to building, both the subcontractors and the main contractors, they passed on their responsibilities to us more and more, so we took on more responsibility, but we also gained a bigger skill set as each project developed, and by the time we got to 2009 and we were working on complex unitized facades, such as One New Change in London, which is a landmark building, we'd developed a high skill set, which gave us the confidence to look into going into the sector of the market, acting as a specialist principal contractor.

Ian Hagan
Director, Clear Line Maintenance Ltd

At that stage, the influence that we had on the projects themselves was actually greater than that of the people we were working for. So, we recognized that instead of just being the person who was only seen as putting the facade on the building, we should be seen as the people who are managing that process and supplying the materials and having an influence on the design and things like that, because we were doing that in the background and largely taking full control of such installations, but we weren't recognized for it.

So, we saw the need then for a contractor such as ourselves to then take over, really, rather than being an intermediary between the principal or the main contractor and ourselves. We ought to sort of play that person out of that role and start taking on more and more responsibility ourselves.

David Higgins
Director, Clear Line Maintenance Ltd

And during that period, we were getting a closer interface with the key people who would allow us to move on to our next stage. The main contractors and the subcontractors would hire in facade consultants such as Arup and Wintech. Whereas before years previous, we didn't have that clear interface, by 2007, 2008, and 2009, we were the direct interface with them. That gave us the opportunity to showcase our talents, and it also allowed us to transfer across to being this specialist principal contractor. In 2012, we took our first, at the time, what was a large-scale project, and that's where we were responsible for the whole design, the supply of the materials, the provision of all access provisions, and actually carried out the work. We managed everything. We dealt directly with the client.

Ian Hagan
Director, Clear Line Maintenance Ltd

I think that's when we really put a finger on our niche, because in the U.K. market, particularly, there aren't many facade contractors who want to get involved in anything more than just supplying the materials for the projects and installing them on the wall. They're not interested in supplying the scaffolds. They're not really interested in doing the complex design. They don't want the interface with the client, particularly. Whereas we just saw that as an opportunity bolt-on to the service we were already providing, because we couldn't really recognize why we might be engaged by another party when we can have access straight to the purse strings of the employer.

So, we thought, well, we might as well work directly for that person and supply everything they need for us to do the job, rather than work for somebody who provides everything other than what is actually required on that building. So, I think that's when we really recognized that.

David Higgins
Director, Clear Line Maintenance Ltd

We quickly realized that there wasn't really anybody else out there who was offering what we were willing to offer and that we could do to a high quality. So, we took our principles from carrying out these complex projects, but for somebody else to doing it ourselves. And over the course of the next five years, we developed our skills and we embedded further relationships with the key people who we needed to. We were finding ourselves getting lots of referrals from facade consultants as being this one-stop shop where the client can just come to us and we can deal with all of their problems without there being multiple parties.

Ian Hagan
Director, Clear Line Maintenance Ltd

It was the development of that reputation that really stood us in good stead when the Grenfell disaster happened. We're probably all aware of the Grenfell disaster in the U.K. That created a need for companies such as ourselves in the U.K. for remediation of dangerous facades. There aren't that many contractors, particularly not of our scale and certainly not of our reputation in the U.K.

When that disaster unfortunately unfurled, we were in a position then to start taking referrals that employers had received from the likes of Arup and Wintech who were engineering consultancies in the U.K. who were putting our name forward to be able to take on the whole building envelope remediation schemes.

David Higgins
Director, Clear Line Maintenance Ltd

That was a different market. That was a different market to what we'd previously been working in. We were stickwork, metal, and aluminum specialists. This was facades. It was cladding panels. It was render. It was brickwork. It was a new market to us. The reason that we'd not dealt in that market previously is because it was a low-value, high-mass building type. There was just one.

Ian Hagan
Director, Clear Line Maintenance Ltd

Last phrase from earlier. It was a race to the bottom market. It wasn't quality-driven. It was cost-driven. So, the facade conditions that Dave is talking about, so render, rainscreen, that sort of large volume facade at that point only went on to new-build buildings at very low rates. And it was the person who could offer to do the projects at the lowest price. It didn't matter about quality of execution. It just depended on who was charging the least. So, it was just a market that we never entertained prior to the Grenfell disaster.

David Higgins
Director, Clear Line Maintenance Ltd

And it was very evident that in 2018, there was a sea change and a change in type from the clients. They didn't want to go down that route that in part was the cause of what had happened. They wanted to have the right work done by the right company with the right quality procedures and methodologies.

We took our first scheme of projects in 2018 with regards to fire remediation. They were called the Liberty Scheme, and there were three jobs over two cities, Manchester and Newcastle. We put our same principles into how we dealt with complex steel and aluminum and curtain wall facades into this methodology. The projects went brilliantly. We instantly had a client base who wanted us to go on to the next projects and the next projects. That led us to, I think, from that point.

Ian Hagan
Director, Clear Line Maintenance Ltd

Our market focus really changed. We're still engaging curtain walling and window projects and the likes, but there's such a need in the United Kingdom for these safety schemes to be undertaken that the focus of our business is really on those now. Like Dave said, the skill set that we developed doing high-end complex glazed facades, we use that same methodology when we're bringing rainscreens and render to the market. We're now in a position where 80% + of our turnover is in that market.

David Higgins
Director, Clear Line Maintenance Ltd

Certainly, by 2020, I think that was the case. The job values were increasing, but our input and our standards and our methodologies didn't change just because there was a larger scale project. It was just more area of us applying the same principles, carrying out the same work. By 2020, we started on a project called John Radcliffe, which is a hospital in Oxford. That was a high-value project to us, the highest to date.

Ian Hagan
Director, Clear Line Maintenance Ltd

GBP 29 million in.

David Higgins
Director, Clear Line Maintenance Ltd

Yeah. T oday, where we're working, I think our average project value now is something around, I think, as Martin said, around GBP 7 million.

Ian Hagan
Director, Clear Line Maintenance Ltd

GBP 7 million. But there's a range in value from GBP 1 million or GBP 2 million GBP up to GBP 20 million across the contract spread. So, we don't always take on lots of very high-value schemes. They're all smaller value, so they are GBP 2 million and GBP 3 million up to GBP 20+ million.

David Higgins
Director, Clear Line Maintenance Ltd

Yeah. So, the Clear Line proposition, we probably touched on that previously. Our methodology is we provide a complete solution to clients rather than this being a fragmented approach from where there's a main contractor that brings in multiple different facets to try and come together and achieve an outcome. We do all of that in-house. I'll probably say one of our key points is our in-house design. None of our design is subcontracted.

We have a team of 15 facade designers, not general designers, facade designers who are specialists in their field, and they allow us to provide a design resource which we can put towards a project, and they're only working on that project. I think that is probably industry-leading.

Ian Hagan
Director, Clear Line Maintenance Ltd

So a lot of our contemporaries in the U.K. market, what they do is outsource the design process, where we have full control of that from every stage, from tender to completion of the package, all in-house, and a lot of what we achieve today is driven by the fact that we have control of all processes that we undertake, so from design to delivery, everything that we do is direct. We don't engage external parties that we haven't got complete control over. By bringing it all under one roof, we understand the processes from day one to the completion date.

David Higgins
Director, Clear Line Maintenance Ltd

Because we had an in-house design department, it kind of led us to try and bring projects from a tender point into a PCSA route, which is a pre-construction service agreement. The reason why we always wanted to go down that route is because it allowed us to bring our design in as early as possible into the process. Once we got ourselves ingrained into the project with regards to the design, we were kind of in deep into the project then, and the clients had bought into us.

Ian Hagan
Director, Clear Line Maintenance Ltd

I was going to say, so a PCSA is a pre-construction service agreement, and what that does is deliver certain things to an employer. It gives them certainty on the outcome of a project before it's even started. We'll deliver the design. We'll give them an amount of cost certainty.

We'll give them certainty on everything that we understand about their building. It'll give them certainty on time scale, so they have a program at the end of this PCSA period. And a lot of employers in our market particularly like that because before a foot is put on the ground, they've got an understanding of all the activities on their site. So, they know what the scaffold or the other access methodology might look like. They know how long the project's going to take. They've got a good idea of the cost outturn for the project. And I think that gives a lot of comfort to an employee when they're going into a project knowing exactly what their outcome is likely to look

David Higgins
Director, Clear Line Maintenance Ltd

like. And it's working really well for us now because in the past 18 months, our work is now regulated under the Building Safety Act. And the Building Safety Act generally requires companies to go down this PCSA route. The fact that we have this in-house design, the fact that we've been doing this for a number of years previously, it puts us well ahead of the curve because a lot of companies will find it difficult to subcontract design working under a PCSA because external designers won't see the value in carrying out a design if it didn't continue to a job. It doesn't make any difference to us because we have that internal design resource. We can put the right resource so it doesn't overcost.

Ian Hagan
Director, Clear Line Maintenance Ltd

We can resource a project in advance of it becoming a live contract. The thing with regards to the Building Safety Act is that in the United Kingdom, if you're going to do work on a building that's classified as a high-risk building, you have to have approval from the Building Safety Regulator. And part of that is having a design in place and things like that. And once your name is stamped on that design or you've undertaken that design, then to go anywhere else is extremely difficult. So, what you're almost doing is netting that contract in advance, whereas a lot of our contemporaries, again, aren't able to do that.

David Higgins
Director, Clear Line Maintenance Ltd

Another important facet to our business is our approach to the tender process. We don't just simply respond to a tender as it's presented to us. Because we have quite a high technical capability, there's five facade engineers within our company, which, again, for a specialist principal contractor, it's relatively rare. We have a deep understanding of multiple facade types. So, when we get a tender, it allows us to analyze it in great detail, look at the opportunities for ourselves, but look at the opportunities as well for the client. So, rather than us just be strict and provide what they ask for, we will give them a robust, if it's at all possible, we'll give a robust alternative design solution.

Ian Hagan
Director, Clear Line Maintenance Ltd

Gives us the ability to sort of question their professional team if we see that there might be a better way of undertaking a project. Now, we wouldn't force that on them, but we can go back with opinion because Dave and I are qualified facade engineers, as are a number of our colleagues. We're able to actually discuss these matters with their professional team on an even level. Whereas if we didn't have those engineering qualifications in place, they probably wouldn't take as much from our opinions as they might otherwise do.

David Higgins
Director, Clear Line Maintenance Ltd

Yeah, and the client-side team appreciate that as well because in the construction industry, there's time pressures, and sometimes there just isn't that time to think long enough to come up with various solutions. The fact that we can help them with that, they see that as an advantage rather than us pushing something onto them. So, that approach does give us, it builds us really close relationships with the client teams and ultimately the facade engineers because we can talk one-to-one with them, and we have an understanding from an engineering background. So, that is how we build our relationships.

Having said that, because of our links with these facade consultancies like Wintech, Sandberg, we have a lot of new opportunities that come through to us. We do have to be careful, though, because there's a whole host of new clients that come to our doorstep, and we've got a strict vetting procedure. We don't just tender things for the sake of it. We review, we score, and we decide what are the best projects for us that will suit us the best.

Ian Hagan
Director, Clear Line Maintenance Ltd

Yeah. So, I think what we tend to find is if we get a referral from Arup's, WSP, Wintech, whomever that might be, that they will have gone through a similar vetting exercise to ourselves. So, they will only engage with a client who's reputable and a client who we're likely to want to engage with as well. So, part of that vetting procedure has already occurred in a lot of instances before we get a tender and have to go through that scrutiny exercise ourselves.

David Higgins
Director, Clear Line Maintenance Ltd

Our track record in the industry is, as I said earlier on, we didn't really enter the facades market with regards to cladding panels and renders and those kind of building products until after Grenfell. That was a massive advantage to us because companies that had previous history with the installation of these buildings, they weren't allowed to tender them. The fact that we'd always been working with the more complex facade types, it kept us completely out of that market. So, in 2017, 2018, and 2019, when there was a significant issue with companies obtaining professional indemnity insurance, because we stayed far away from that market previously, we were for a long time the only company.

Ian Hagan
Director, Clear Line Maintenance Ltd

We were able to prove that we didn't have a legacy problem, so, because we'd never engaged with combustible materials, we were able to get insurance in place that other companies who we might be tendering against weren't able to secure, but also, they may well have had legacy problems which would have precluded them from tendering for government work, but those hurdles weren't in place for us. We were able to demonstrate that we didn't have any legacy, so we were therefore allowed to tender for projects that other companies were precluded from.

David Higgins
Director, Clear Line Maintenance Ltd

And it's still difficult to this day for a lot of companies to achieve 10 million PI insurance. A lot of them are limited to 5. We've had 10 now for three or four years, haven't we? Moving on to our project offering, as I'm sure you could imagine, with the volume of fire remediation schemes that are ongoing in the U.K. and the longevity of that, we've got quite a focus on it. Because we've got such a diverse background with our management team, it means we don't have to concentrate on panels or render or brickwork. We have the specialism to deal with all of that.

Ian Hagan
Director, Clear Line Maintenance Ltd

And I would say as well the adaptability. The combustible cladding market has shifted a little bit. Immediately following the Grenfell disaster, there was a focus on getting ACM materials away from buildings. That was the material that was on Grenfell Tower.

David Higgins
Director, Clear Line Maintenance Ltd

That followed with high-pressure laminates.

Ian Hagan
Director, Clear Line Maintenance Ltd

And then high-pressure laminates followed that. Now we're finding in the U.K. that there's a major issue with even masonry constructed buildings, so buildings that are constructed from brick. They have a combustible insulation in between the two leaves of brick, or it may be brick onto an SFS structure, so a metal framework internally. What we're finding is that there's a big remediation market there. Because we've got specialisms in the facade generally, we've been able to adapt and pick up where other companies might not want to. Developing into a contractor that's going to have to lay many millions of bricks over the next few years didn't preclude us from chasing that avenue. It was a good revenue stream that we were able to follow because we got the confidence that we've got the knowledge base within the company to undertake these schemes.

David Higgins
Director, Clear Line Maintenance Ltd

Importantly as well, we didn't go down the manufacturer route, and that was always a deliberate plan by ourselves because we thought if we were going to be a manufacturer and a supplier, if we put effort into being a panel manufacturer, you have to feed that animal, and if the scene changed within the industry from being panels to render, if we had a manufacturing process, we wouldn't have been able to respond quite as quickly as we can.

Ian Hagan
Director, Clear Line Maintenance Ltd

We remained adaptable, but within the same market. We have a strong supply chain, so we're able to secure multiple facade types from within our supply chain, so rather than as Dave said, deciding we were going to manufacture windows or manufacture aluminum panels, our model has always been that we'll be the resource around the material. So, we'll be the expertise that will provide the design, will provide the installation, but it needs to revolve. There is no sort of unique line of product. We're able to pull in multiple different products to enable us to work on just about any external wall type that exists.

David Higgins
Director, Clear Line Maintenance Ltd

Yeah, and we're acutely aware that we don't want to be a one-trick pony, as we say in England. Our background is complex facades. As much as there's all this fire safety remediation work that needs to be carried out, there are still large markets in the remediation and replacement of brickwork, curtain wall and glazing, and windows and doors. That's something that's still very much part of our business plan and model. We're also atria roof light and glazing. We've always been working on these kind of products because, again, throughout the U.K., there's multiple buildings in every city where there's old patent glazed roof light systems that they've just gone well past their life cycle and they require remediation or repl acement.

Ian Hagan
Director, Clear Line Maintenance Ltd

You tend to find on shopping centers, universities, schools, and quite a number of large office buildings, there'll be an open atria within them that has glazing over the top. Now, that's subject to much greater forces from weather and UV unlike on a vertical wall, and they tend to fail at a much faster rate than a vertical facade. So, there's a big pool of buildings across Europe, I would say, that always need the roofs addressing to some extent.

David Higgins
Director, Clear Line Maintenance Ltd

And there is a reluctance within our sector, isn't there? Because these roof atria, they've got multiple interfaces with multiple material types. There's huge interfaces with roofs. There's massive opportunity for water ingress. A lot of companies that don't have the specialist skills and the design resource, they might shy away from this. We see that more as an opportunity because we back our competence. We back our design department and our skill set to be able to achieve weather-tight solutions that are going to last the length of time and to a high standard.

Ian Hagan
Director, Clear Line Maintenance Ltd

Yeah. And then I suppose that leads us then on to the specialist minor works department. So, when we say minor works, it's not necessarily minor. It tends to be the schemes that don't require as much professional resource at head office, but those schemes are nonetheless very important to us because what you might find is a 50-story building in London that requires one piece of glass changing on the 40th floor. It might cost GBP 50,000 to change that one piece of glass. So, it's a good profit-generating market.

So, the returns on the minor works tend to be very good because there are very few companies who can undertake these levels of work. And the minor works department in itself takes on quite a number of complex schemes. But again, it might be routine maintenance. So, on St. Mary Axe, we've had a team on there for about four years, and they just maintain that facade continuously, just making sure that any degradation on the external envelope is recorded and then made good.

It's not necessarily changing large elements, but it's a permanent presence on that building, just maintaining it to a standard until such point that it might need replacement. And then the hope would be when that facade is ready for replacement in 20 years or so, we're at the top of the list of tenders for replacement of that.

David Higgins
Director, Clear Line Maintenance Ltd

It has already led to that in the past, hasn't it? The fact that we carry out the maintenance and we're trying to carry out these works to extend the building or the facade or the roof light to try and get it to the end of its life cycle expectancy, it allows the client to, rather than have to worry about bringing forward budgets to carry out replacement, we extend the life service to its 25-year expectancy. But then we're also at the front of the queue to carry out the replacement because we've dealt with all of the issues. It's an important part of our business.

Ian Hagan
Director, Clear Line Maintenance Ltd

It's a very diverse element of our company, specialist minor works, and it is one that tends to lead onto bigger contracts, but in itself, it makes a very good return annually.

David Higgins
Director, Clear Line Maintenance Ltd

We can't do any of this without our personnel, and we think that we've got an industry-leading team, our in-house design team. I've said it previously, I don't think any of our competitors have such a design resource that we are able to assign to a project. Quite often, if design is sold in the U.K., they are a design house, so you don't uniquely have them for that job. They'll be working on various other jobs for various other clients.

Ian Hagan
Director, Clear Line Maintenance Ltd

And they're not as invested in the scheme as us, are they?

David Higgins
Director, Clear Line Maintenance Ltd

They're not invested at all. You often find when they've spent their hours with design, they're not interested in the job. We don't have that issue. We assign people to carry out the job, and they don't leave the job until it's finished. That gives us a real advantage to allow us to respond to any design issues. With these remediation schemes, it's impossible to get the design perfectly right before we've carried out the removal of the existing. There are always variations and curveballs that crop up. The fact that we have that design resource that is actually on site working for us means we can respond, and it allows us to protect the programs and protect our profit margins at the same time.

Our project management and site management teams, they are generally people that we've developed internally. We don't like just bringing mass volumes of new project managers or site managers because our ethos is providing a quality system, and it's in a manner that we've designed. So, we have to have the people that we have to have the right people that's been brought up through our system that understand how we do things, how we expect things to be carried out, and to what quality.

Ian Hagan
Director, Clear Line Maintenance Ltd

Now, as a company, we're extremely collaborative. So, we're not departmentalized. We haven't got people sat in offices away from everybody else. We're structured in such a way that everybody is engaged in a project and everybody is also engaged in other people's projects. So, that collaborative nature, I think, is the way that we bring people through the company.

We develop them into certain roles. You tend to find that when people join the company, you can recognize where they are best at. So, they might be a project manager or they might become an estimator or they might be a site manager. You tend to learn when people join what their skill set is. And sort of through the collaborative nature that we work, we just develop people into the right roles.

David Higgins
Director, Clear Line Maintenance Ltd

We give them the time to develop and understand how we need to do things. They tend not to be from another company where they've worked for 30 years and they've got their own methodology. They're ingrained into the Clear Line methodology of how we're going to provide a quality service to the client. And that leads on to the heads of our departments.

They're people who they've gone through. They've been developed through the Clear Line way. So they are designers. They're quantity surveyors. They're quality managers, and we try and promote within. So they are part of Clear Line. They're not new people. We really do try to keep bringing our management structure through the various stages of Clear Line. Another important part of how we manage labor on site is we have a database of individuals, subcontract individuals. It's just the way that the industry is in the U.K. It's very difficult to directly employ site labor. It tends to be individuals who work on a subcontract basis. I suppose actually.

Ian Hagan
Director, Clear Line Maintenance Ltd

Sorry to correct you, there's sort of two modes in the way that people execute projects on site. So there's either the mechanism that we use, which is direct recruitment. So we subcontract directly to individuals, so a person as such. Other people, what they often do is sublet packages of work out to other companies. And what you tend to find from that is that team of people becomes price-driven rather than quality-driven. And because the way that we do things is we like our works to be undertaken dilig ently and to the best standards possible because the last thing we ever want to do is return to a building after we've completed it because it's the most expensive route of completing a construction project is to have to go back to it at a later date.

David Higgins
Director, Clear Line Maintenance Ltd

And they won't work to our quality systems. They are price-driven and speed-driven. So, we categorically don't use bought-in labor companies who are a team of people. So, we have subcontract individuals who throughout the course of the job, they are assessed by our site management team and our project management team.

They are scored and then they're placed on a database, and that allows us to keep a close eye on the quality of the pool of labor that's within the industry. We don't just forget about the people who aren't good because it's just as important to have a list of people who are likely to not follow our processes as it is the people who would. Staff development and retention. Our retention numbers are super high, and that's because we invest money into our management teams. If we feel that there's any benefit for us to professionally develop, whether through training courses or university courses, we don't see that as a cost. We see it as an investment. So, highly successful business model. I'll probably let you lead on this one.

Ian Hagan
Director, Clear Line Maintenance Ltd

Reflecting on what we've said previously, when we receive a tender, at least half of those are probably a referral. Like we sort of touched on before, if we receive a tender through referral, it tends to be that that reference has come from somebody that we've worked from before, and they will know the sort of client we want to work for. There's that facet of it. The other 50% will be fresh inquiries from people we don't know. What we would tend to do when we receive an invitation to price for a project is to initially look at the worthiness of that employer. We'll do a financial check on the employer to make sure that they can actually afford the project that they're thinking of undertaking. We'll then look at the quality of the information that they've sent to us.

We'll then decide if that is a project for us. The type of project we tend to like to work for is when we've got a direct line to the employer. So, whoever's paying the bills are the person who's paying us. What we don't tend to like to do is work for an employer where they've got somebody sat in the middle, so a main contractor who wants to procure us as a secondary subcontractor to them or a subcontractor to themselves because it's just another bounce for the money coming into the business.

So, our preference is always to act as principal contractor and then for the right employer. And there is the volume of work there for companies such as ourselves in the U.K. to be able to run that model. Like we said, there's less chance of that money losing itself between the employer and ourselves if we've got a direct line to them.

David Higgins
Director, Clear Line Maintenance Ltd

Yeah, we're quite clear with the clients as well. We tell them if they don't know that we're not going to be the cheapest. We never will be. We pride ourselves on our quality and our skill set. So, if we go through our tender process, we review a tender, we decide we're going to go forward on the project. If we invest time and go quite deep into the tender process, if we start seeing that the client's becoming number-driven.

Ian Hagan
Director, Clear Line Maintenance Ltd

Interestingly, cost-driven.

David Higgins
Director, Clear Line Maintenance Ltd

We'll happily, politely remove ourselves from the process because regardless of how far we are down the process, we're not going to put ourselves in a position where our quality.

Ian Hagan
Director, Clear Line Maintenance Ltd

Where the main focus is on price, and then that has an effect on output, and effects on output have an effect on quality. Through all of this, every process that we undertake as a company is quality-driven. What we want to do is deliver what is fundamentally a relatively simple thing as well as it can be delivered by any company. So, that is always the key focus. If we pick up anywhere in the process that the key driver to this scheme is going to be the bottom line, it's going to be the price, then it's not a scheme for us.

And that's a route we've taken throughout the history of Clear Line. So, since Clear Line was incepted in 1997, it's always been a case of just delivering the best product at the end of the day. So, delivering the best facade. And any approach by a client that wouldn't allow us to deliver the best product we can isn't the right client for us. Isn't the right project, is it?

David Higgins
Director, Clear Line Maintenance Ltd

No. Complex projects, a lot of people might shy away from those. That's what we actually aim for. We have the technical capability to execute them, and we also see the benefit of the potential to achieve premium rates by carrying out the more complex job. We see that as an opportunity.

Ian Hagan
Director, Clear Line Maintenance Ltd

The more complex a scheme gets, the smaller the market becomes for contractors who can undertake that scheme. So, if we put ourselves in a position where we might only have one competitor, all the better.

David Higgins
Director, Clear Line Maintenance Ltd

With regards to revenue and profit recognition, we do take a prudent approach. If we forecast a project at a 30% or 35% overhead and profit margin, we will stick to that throughout the course of the project until we get past a trigger point, which we believe is 60% of the way through the progression of the job. And that's at the point when we'll release the actual overhead and profit.

We do that because we tend to be working on the larger scale, more complex projects. You can see that there is opportunity for there to be some kind of anomaly or change in the overhead and profit. So, that's why we do that. So, growth opportunities. You're probably wondering if we've been waxing lyrical about why this is such a brilliant industry and why we've been going into this, why we'd be looking at.

Ian Hagan
Director, Clear Line Maintenance Ltd

Yeah, the remediation.

David Higgins
Director, Clear Line Maintenance Ltd

The remedia tion.

Ian Hagan
Director, Clear Line Maintenance Ltd

Unsafe facades, fundamentally.

David Higgins
Director, Clear Line Maintenance Ltd

Yeah, there's a massive opportunity within the fire remediation. I think you're right, Martin, when you said it's a conservative value estimation of 14 years. I think there's much longer than that. Net zero, there's another opportunity.

Ian Hagan
Director, Clear Line Maintenance Ltd

There is. I was going to say, just in the fire remediation market, not every building that needs remediation has yet been identified, particularly not in Scotland and Wales. In England, it's underway, but there's that larger stock of buildings that the opportunity is at as yet unknown in its full extent.

David Higgins
Director, Clear Line Maintenance Ltd

There's been press releases this week that the government believe that there's 7,000 buildings that they're still trying to contact to ascertain what the requirement is. So, there's massive potential there, isn't there?

Ian Hagan
Director, Clear Line Maintenance Ltd

There's a big opportunity.

David Higgins
Director, Clear Line Maintenance Ltd

Net zero.

Ian Hagan
Director, Clear Line Maintenance Ltd

On the net zero piece, I think same as the rest of Europe and EU, there's a big driver to net zero. There's also a requirement for additional housing stock in the U.K. A lot of existing commercial accommodation is being converted into residential, but to achieve that, it has to achieve certain energy performance targets. Not only are there energy performance targets on existing residential stock and existing commercial stock, there's also energy performance targets on when that stock is converted from one type to the other. There are big drivers under the planning regulations in the U.K. now that buildings can't necessarily just be demolished to build a new one. They can be repurposed into other types of accommodation, so office into residential. That generally requires facade replacement or at least facade modification.

That is a market that we used to be heavily into. We've got good experience in that, and it's technically complex. Again, there aren't all that many contractors that exist that actually see the interest in that market, but there's a big need for it because of the net zero requirements.

David Higgins
Director, Clear Line Maintenance Ltd

It absolutely suits our skill set.

Ian Hagan
Director, Clear Line Maintenance Ltd

It does, yeah. It's sort of hand in glove with the fire remediation market because the processes you go to are the same to take off an unsafe facade and replace it as to take off a failing facade and replace that or to take off or modify a facade that isn't achieving its performance targets with regards to energy efficiency.

David Higgins
Director, Clear Line Maintenance Ltd

Yeah, so.

Ian Hagan
Director, Clear Line Maintenance Ltd

I was just going to say, and then another sector that we also work on are data centers. So, data centers are a boom market for want of another phrase. So, there are a lot of data centers going through the planning regimes at the moment that require construction. We're working on one or two at the moment, and we see that as a market that is just going to get bigger and bigger.

David Higgins
Director, Clear Line Maintenance Ltd

It is getting bigger. Again, these press releases that are showing that the demand, there are difficulties in seeing how the builds of these new data centers could keep up with the data demand. And that's just in the U.K. alone. But if you're wondering why we did look for new ownership, having just gone through what we've been talking about, how we're profitable and how there's so much opportunity over the past, say, three years, Ian, we've found limitations with how we can develop.

That is primarily because of the limitations with regards to how much work any client would give to us because it's generally about we're only allowed to carry out a percentage of our turnover of work with a company. That limits us with companies such as Lendlease and Sir Robert McAlpine.

Ian Hagan
Director, Clear Line Maintenance Ltd

Also what you tend to find is local authorities, so councils in the United Kingdom will have a large housing stock of their own that they rent out under social housing. You also get social housing landlords as well. They have certain requirements with regards to turnover. They might require that your turnover is GBP 300 million a year before you're able to tender for projects. These councils have a large stock of tall buildings that need either modification for energy efficiency or modification just because they're dangerous dwellings. And we haven't been able to get into that market just because our turnover isn't big enough, but under the Fasadgruppen umbrella, it now opens up those opportunities to us. And we absolutely really like the team as well. So, that was a big boon.

David Higgins
Director, Clear Line Maintenance Ltd

And that's about it for us. So, we'll pass you back over to the Fasadgruppen team.

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

Great.

Ian Hagan
Director, Clear Line Maintenance Ltd

Thank you, guys.

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

Thank you. Thank you so much for that deep dive into Clear Line and the opportunities that we see ahead. I will soon invite Casper up on the stage. But first, we saw a small movie from Denmark before. We will also see what is happening in Norway.

[Foreign language]

Thank you, Jan-Erik. With that, we will move into the last content part of today, which is cash flow balance sheet and financial capacity that our CFO, Casper Tamm, will present. Please, Casper.

Casper Tamm
CFO, Fasadgruppen Group

Hello everybody. My name is, as it was said here recently, Casper. I am the CFO for Fasadgruppen. We will move in here to a bit about cash flow balance sheet and financial capacity then. Dig in a bit to the figures. Then at the end, we will try to see how it will look together with Clear Line here on a group perspective. Strong operating cash flow. The compounded average growth here actually since Q4 2020 to up to this quarter has been approximately 42% on an LTM basis, which we are very proud of.

Looking in actual figures here, we started at approximately SEK 150 million and ending at this quarter at SEK 450 million . So that's a strong achievement here on the cash flow side. Our cash flow has a seasonal operating cash flow. We have a weak start normally during the first quarter and then a continuous improvement then over the quarters, ending quite strongly in the fourth quarter, sorry, trend-wise here. Strong operating cash flow and cash conversion, both on a quarterly basis and LTM here we saw in the third quarter. Internal focus area, of course, is to improve the cash flow management and sharing of best practice among our subsidiaries here. So from a central support point of view, we hired a new group controller here in March 2023 with focus on especially working capital improvements, which has worked out very well.

From a KPI point of view, we have working capital improvements. KPIs these days, especially for our country managers and also for our CEOs for the subsidiaries then. Extended payment terms, of course, more consistent invoicing as well. That's part of our operational excellence that Johan talked about here earlier today. So cash conversion then. So we are above our target here of 100%, which is also our long-term financial goal here. Clearly improved cash conversion from 2023 and onwards here. Released capital through working capital improvements, of course, coming then mainly from the activities here implemented since start 2023, which can be seen quite clearly here in the diagram below. Activities to improve the cash flow will, of course, continue. First of all, with our existing subsidiaries, but then an important focus is, of course, the newly acquired companies.

Our new acquisition here, Clear Line, has a strong cash flow profile already from the beginning and will be an important player here onwards for the cash flow development for Fasadgruppen. Balance sheet then. Some words about that. Asset-light model is a good word for how it looks in our subsidiaries on an overall basis here. Our operations are asset-light in general, which is also an important criteria here from an acquisition point of view when finding future subsidiaries. Intangible assets is, of course, the main part of the asset side, which is a product of our acquisition agenda, and this consists of then, of course, of goodwill and brand, first of all. Interest-bearing debt and lease liabilities are included in our net debt calculation on the liability side.

There you will also find acquisition-related financial liabilities such as the contingent earnings and future put payments, which we will come back to when we look in a bit how the Clear Line acquisition will affect the balance sheet here. Looking a bit on our financial capacity here, so that mainly consists of our senior facilities agreement of SEK 2.7 billion here. This is a finance agreement with our banking partners, SEB, Nordea and SAK, dating from August 2023 here. This has evolved through the years in line with our growing operations and acquisition agenda, of course. The agreement has a term of three years with an option then to extend for a further two years at two occasions, giving a maximum then of five years.

We have already used the first extension, so at present we have a term of four years with the possibility to extend for one year further. This financing agreement is also giving it, no, sorry, this finance agreement is also with a covenant, a debt ratio of 3.5 here, and also with a coverage ratio on an LTM basis of 3.0. Both these two then on a pro forma basis. Net debt and leverage. So our total interest-bearing debt reached 1.6 billion here in Q3, which incurred a debt ratio of 3.7 then in actual figures. Looking on it from a covenant point of view, then on a pro forma basis, we reach 3.5 x. Based on historical seasonal patterns in our cash flow and net debt on the status quo, the debt ratio has experienced or expected to show a declining trend here starting from Q4.

This, I think you see clearly here in the top diagram here. Okay, moving in a bit to look on how this could look together with Clear Line here on an estimated pro forma basis. So the balance sheet then, we have used the Q3 actuals, of course, of the group as this was run here at the end of Q3, and then added the estimated figures of Clear Line on top of that then. So on the asset side, we will have an increase in the goodwill and brand of approximately SEK 1.45 billion.

From an asset point of view, Clear Line also runs an asset-light operation, actually even more asset-light than the average Fasadgruppen company. Then moving down to the equities and liabilities, we will, of course, have an equity increase then due to the fact that we issue new Fasadgruppen shares as part of the consideration here of approximately SEK 205 million.

And then we have a partially due to the issue of the preference shares as well. This is down then in the Fasadgruppen U.K. Bidco, which is the actual acquiring company then of Clear Line. And this effect here will be approximately 25% then of the total value of the preference shares. Going further down to our liabilities to credit institutions, we will have raised new financing for approximately SEK 700 million. And this is taken then from the existing financing agreement that I talked about before here.

And on top of this, coming down to future put payments, we need to do evaluation then of the seller's put option on the preference shares, which will amount to approximately 75% of the value of the preference shares. And why 75%? This is due to that the payment of this part of the preference shares will cover approximately 75%. That's why we only take up 75% then. 25%, sorry. And we find that this attractive financing term through the preference shares mainly comes from the fact that the first major payment will be due in 2029, possibly be due in 2029, we should say here.

And this could be pushed even further with a one-year term than practically in eternity if the sellers don't call for their put option. On top of this, we need to have an ongoing valuation of the put option on the preference shares, and value differences will then be set off against equity, so there will be no effect on the income statement. Just looking on the financial capacity after the acquisition then of Clear Line then. So the current facility then utilized will reach SEK 2.5 billion, so up from SEK 1.8 billion. And available unutilized facility will then go down to approximately SEK 140 million.

We have an optional extension option of SEK 500 million in the present financing agreement. This, in combination with a strong cash flow, will enable our continued M&A going forwards. Then just some information, so interest periods has recently been one to three months, and running rate for the period, January to September, has been roughly 6%. Net debt and leverage then after the acquisition of Clear Line here. Total interest-bearing net debt will be approximately SEK 2.3 billion or SEK 2.2 billion is a better estimation, up from SEK 1.6 billion, giving a debt ratio then of approximately 3.0 x. Down then from just below 3.5 x on a pro forma basis that we had in the quarterly report for the third quarter.

With the acquisition of Clear Line here and actually the financial profile, which is very positive, we have conditions for a positive development of our covenants going into 2025 here, which will be, as we see it, significantly improved then. To add it to that, also going forwards, we will have a priority also to return to a net debt/ EBITDA below 2.5 x. Then some summarizing here. We feel that we have position here for a stronger balance sheet going forwards into 2025 here and still pursuing an M&A strategy. This comes mainly from the activities to improve the cash flow continuously, of course.

Also, the priority here to return to the net debt/ EBITDA of below 2.5 x and together with the possible extension option here that I mentioned of SEK 500 million and also the improved cash flows coming from a large part from the acquisition of Clear Line. This will enable us also to continue the M&A agenda here going forward. So with that said, we have a Q&A, I think.

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

Yes.

Casper Tamm
CFO, Fasadgruppen Group

Could that be true?

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

Excellent. So thank you so much, Casper. I will invite all of the speakers up on the stage, and we will prioritize questions from people in the audience. We will have a microphone moving around. You can also ask questions through the webcast solution, of course, and I'll try to keep track of them and see whether we will be able to sort of, they will be answered already through the questions asked by the audience or if it's something that we need to add in the end. Yes, and I think that we had, yeah, we have our man there. Okay, Max Bäcklund from SEB.

Max Bäcklund
Analyst, SEB

Thank you. Thank you very much for the presentations here today. A couple of questions, that's all right. Perhaps then starting with Clear Line. I mean, as you said here during the start of the presentation, 40% profitability is sustainable in your view. But I mean, for how long? Is it for the next three years or is it for the next decade? What do you see ahead?

Martin Jacobsson
CEO, Fasadgruppen Group

Yeah, thanks Max for that. Of course, no one knows about the future, but as we see, and Dave and Ian clearly stated, we see a very large market for the company. They're a niche player within complex projects. So of course, in order to deliver the kind of quality that they do, they need to have the right price. And as we see it, it's for the foreseeable future. And with that said, no one knows about the future, but they are in a unique opportunity as we see it to continue to have attractive returns.

Max Bäcklund
Analyst, SEB

Okay, perf ect. And then you have mentioned here a couple of times that Clear Line also have a very strong cash flow generation. But I mean, when looking at your own annual reports going back to 2013, it was true between 2013 up until 2020. But then looking between 2021 and 2023, the cash flow, at least reported in the annual reports, looks quite soft. Why is that?

Martin Jacobsson
CEO, Fasadgruppen Group

And then you don't have the adjusted numbers, of course, Max, regarding what has happened in the company at that time. There's been an ownership change that has affected, that was then happening in 2021 at the same time. And that has also affected, you could say, the cash flow profile. So with that said, on an adjusted level, as we see it, and Casper mentioned, we see that they have an even stronger profile than the typical Fasadgruppen company. So that's what you can take into your estimations.

Max Bäcklund
Analyst, SEB

Okay, thank you. I think I got one more question here, trying to prioritize. Okay, perhaps then with, I mean, as you stated, pro forma net debt at 3x here in Q3, but that excludes then the put-call option and also the future dividends on the preference share. So I mean, including that a bit higher, just trying to figure out how are you going to finance acquisitions ahead? Is it going to be more, you know, put-call options and earnings and so on that is not included in how the covenants are measured? Is that the solution?

Martin Jacobsson
CEO, Fasadgruppen Group

The solution is, as we're trying to say, regarding our strong cash flow profile. And of course, we have preference shares, one tool in the toolbox that we can use. And as I mean, as we mentioned also, the major payout is first possibly due in 2029. So we see it as an extremely well-funded financing in those terms. When we mentioned the 3.0x, approximately 3.0x , that is how our banks see it as well in accordance with us. So we can only present what's included in that, of course. But with that said, I think we've been quite clear today regarding going back down to two and a half times on the leverage ratio.

Max Bäcklund
Analyst, SEB

Okay, thank you. I might come back.

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

Yeah, sure. All right.

Johan Claesson
COO, Fasadgruppen Group

Great. I think we have Carl Ragnerstam from Nordea up here in the front.

Carl Ragnerstam
Head of Small Cap Research Sweden, Nordea

Hi, Carl here from Nordea. Just starting off with slide nine, you showed profitability among your companies divided into several categories. We see nine companies, I think, with a margin below 2%. What is the plan with those companies? Do you consider divesting or closing? You said that you want to own the companies forever, right? But maybe you're not the right owner forever. And also coming back to that, if you look at those nine companies, were they acquired during a certain period of time? And also what differences is it operationally, geographically between the companies in the top or if you see any differences?

Martin Jacobsson
CEO, Fasadgruppen Group

One interesting fact around those, if you want to focus on those performances, Carl, we can do that. It is that it's in 90% of those companies, it's the same management that has been around for, let's say, the last decade or so. And so with that said, historically, have they outperformed those kind of levels? Yes, by a wide margin. And do we believe that all of our current companies are in a place where they can improve profitability? Yes, of course.

I mean, as we also tried to say today that we have been in an exceptionally weak market, especially in Sweden, but we see that as improving going forward. So we are ready to improve profitability in those companies. And of course, ready to take those actions that are needed. But with that said, we see that these kind of companies have the possibility to move back to more profitable levels. Absolutely.

Carl Ragnerstam
Head of Small Cap Research Sweden, Nordea

Okay, very clear. And also continuing on Clear Line as well, sorry for that, but it's so interesting, obviously. You mentioned SEK 1.2 billion in Clear Line of backlog.

Martin Jacobsson
CEO, Fasadgruppen Group

Roughly, right? And SEK 1.1 billion.

Carl Ragnerstam
Head of Small Cap Research Sweden, Nordea

Oh, SEK 1.1 million, sorry for that. Could you talk about order intake currently, what you see in your market? Is it drying up? Is it continuing? Are you worrying that it could be a boom-bust market that you had extreme tailwind from obviously the disastrous fire and that the government put a lot of details and focus to solving. We've seen in many, many markets, right? And then for a period of time, they lose interest and focus on another area that might come up.

Martin Jacobsson
CEO, Fasadgruppen Group

Yeah, no, Ian and Dave, you can answer that, it's fine.

Ian Hagan
Director, Clear Line Maintenance Ltd

I would say I certainly wouldn't see it as a, so there is a good headwind behind us on the cladding remediation schemes. I think that's at least got 10 years' worth of investment behind it from the government and private developers. There is a solid commitment from the government to remediate all dangerous housing stock that is assessed by fire engineers. There are many thousands of buildings that are understood to yet be identified.

So there are only a limited number of companies who can operate in this market who have the capabilities. There are a significant number more projects to undertake than there are people to undertake them, probably even within a decade. So we don't see it as a boom-bust market, certainly not. You know, it's one that we've been operating in since 2018. There's at least a decade's worth of work that is still required. And it is in law. So the legal system is now written that these buildings have to be addressed. So it's not a case that they can't lose interest, can they? They can't legally lose interest in remediating these buildings.

Carl Ragnerstam
Head of Small Cap Research Sweden, Nordea

And thank you. And did I hear you correctly that you said you had one project of GBP 29 million.

Ian Hagan
Director, Clear Line Maintenance Ltd

That we've executed previo usly?

David Higgins
Director, Clear Line Maintenance Ltd

Yes. That was a historic project on the hospital that they mentioned.

Carl Ragnerstam
Head of Small Cap Research Sweden, Nordea

Yeah, sure. But you took it a couple of years back, right? Yeah. When you were a small company. So if you didn't manage to deliver on it, you'll probably not survive it, right? So how do you view risk going forward? Because I guess being a private company is one thing, but being in a listed environment takes another, I think, view on the risk-taking side.

Ian Hagan
Director, Clear Line Maintenance Ltd

Yeah. Well, we didn't conceive that there was a risk there. You know, the return on that project was extremely good. I wouldn't say that we were a small company at the time when we took it on. So you'll have to forgive me, I can't recall the turnover at the time, but I wouldn't say that we were a small company and we were certainly the largest player in the facade remediation market.

Carl Ragnerstam
Head of Small Cap Research Sweden, Nordea

We had sufficient cash reserves for that not to be a concern.

But it must have been 50% of your sales, or? So it must be quite a big project.

Ian Hagan
Director, Clear Line Maintenance Ltd

It was. It's not only, I mean, done in like a short period of time. It wasn't a short period of time. It was several years.

Carl Ragnerstam
Head of Small Cap Research Sweden, Nordea

Fair enough. And the final one, maybe you continue, Clear Line, sorry. I mean, if you look at your projects currently ongoing, I said it was around 20 projects or so. Is it one project that is more profitable than another? And also you mentioned, I'm not sure what you call it, small. Small works. What portion is it of your sales currently? Because that sounds a little bit more like recurring revenues.

So small works is anything from sort of 10%-20%. It does change annually depending on the projects they take on. So it may be the case that that department does lots of ad hoc small works through one financial calendar, but then, you know, we've got one project in the pipeline with them that's worth GBP 1.7 million . So that one project alone will be of a greater revenue over a period of 12 months than the small works might have done last year. Small works tend to come in on a more ad hoc basis than your typical large scheme that get tendered in a different way. Sorry, and the other part of the question was profitability by project, it does vary, but they all tend to be within a range that balances out around the 40% mark.

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

So we have Ewelina Roller from Carnegie. Thank you, and thank you for a good presentation.

Ewelina Roller
Analyst, Carnegie

I would like to start off with Clear Line as well. You mentioned that you have this threshold with regards to your revenue that you're now able to leverage the Fasadgruppen Group's revenue in order to gain more business with your clients. Are there any competitors that are like above this threshold? And you can see, have you seen what kind of throughput they can get between years and what we can possibly expect in your like tender winning going forward?

Daniel Bergman
Head of M&A, Fasadgruppen Group

Well, I think we might have said in the presentation that there are main contractors that are trying to get involved in this facade remediation work, and they do pass that threshold. But they are a different animal to us. They bring in, they bring in their each individual facet of the supply chain. We're completely different to those. And I think if we can get into that market, we have a huge advantage over them that we are back to being that one-stop shop. We supply everything in-house, and we become more desirable to clients.

Ewelina Roller
Analyst, Carnegie

Thank you. And just in general, what would you say is the most similar competitor to you in the U.K. that we can look at? You don't have to name drop if you don't want to.

Martin Jacobsson
CEO, Fasadgruppen Group

No. Well, first and foremost, there's nobody as good as us, I would say. To be honest, we don't really pay attention to other people. We concentrate on what we do and how we do it.

Ewelina Roller
Analyst, Carnegie

Perfect. Thank you. And then I just have one final question on the reiteration of the margin target of 10%. I mean, given that you expect Clear Line to operate at 40% margins, then my interpretation has been that you're quite optimistic about the quote-unquote old Fasadgruppen margins as well. Is there any specific reason that you retain the 10%? I would expect that you would raise that to maybe 12% to signal that you have a belief in higher margins over time.

Daniel Bergman
Head of M&A, Fasadgruppen Group

Yeah. So we definitely have a belief in higher margins going ahead. However, we want to deliver first and then act accordingly.

Ewelina Roller
Analyst, Carnegie

Perfect. Thank you.

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

Yep. We'll go back to Max.

Max Bäcklund
Analyst, SEB

Thank you. So perhaps starting with a detailed question, perhaps to Casper, you mentioned that you will only include 75% of the preferred value on the balance sheet since you have the possibility to pay 25% with new shares. Are you going to adjust the share count for that potential dilution?

Martin Jacobsson
CEO, Fasadgruppen Group

No, because I can answer that, Casper. No, because it's not a must. It's an optionality.

Max Bäcklund
Analyst, SEB

Okay, understood. And then going back to Clear Line, I mean, when you decided to sell the company, have you received any competitive bids for it from either industrial companies or industrial buyers or private equity?

Martin Jacobsson
CEO, Fasadgruppen Group

If you could put any color on that. I mean, why do you ask around that, Max?

Max Bäcklund
Analyst, SEB

I mean, just of curiosity. But if you don't want to answer, it's fine. It's fine.

Martin Jacobsson
CEO, Fasadgruppen Group

My understanding is that there is, of course, a large interest in such a unique asset.

Casper Tamm
CFO, Fasadgruppen Group

I can answer it if you want.

Max Bäcklund
Analyst, SEB

Yes. Yeah, that's good. Thank you. I think that was all. Or perhaps just to clarify, we spoke about this a bit during the coffee break, but just trying to get your view on it. You mentioned that you have some 20 ongoing projects with an average order value of GBP 7.3 million, which in total should be GBP 146 million.

Casper Tamm
CFO, Fasadgruppen Group

Yeah. I mean, maybe it's easier to understand ongoing or to be started. So you understand how it works out. And yes, the average is 7.3 of these kind of projects, but some of them may be in the finalizing phases where you only have, let's say, GBP 1 million left of revenue recognition. And in another one, you have GBP 10 million left. So when you do your little Excel spreadsheet, you can see how it works out.

Max Bäcklund
Analyst, SEB

Okay. That was all. Thank you very much.

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

Thanks, Max. Thank you. We have one question online, which I think we can take that to Daniel. Is the Fin nish market different from others, or is it suboptimal for you given that you haven't acquired many new companies there recently?

Martin Jacobsson
CEO, Fasadgruppen Group

Hello, Emily. I think that's a good question. We do not think that Finland is a suboptimal market. We think it's a very interesting market. And there might or might not be ongoing conversations in Finland right now. Hope that answers your question.

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

Great. Do we have? Yeah, we have one more question from the audience.

Leporvi Finland. One light and one harder question. First, have you identified the person who was the dad or mother of the great Clear Line deal? Because it was such a nice way of financial engineering. So have you given that person the medal yet?

Casper Tamm
CFO, Fasadgruppen Group

You mean you like the structure?

Exactly, yes.

Yeah, yeah, thanks for someone saying that. No, but we like it as well. And it was a joint effort, you could say.

Okay, good. And the other one is that the U.K. is a good market to buy companies. So how is your pipeline there?

Martin Jacobsson
CEO, Fasadgruppen Group

Yeah, to buy companies in the U.K., of course, we see several interesting companies there. We are looking into plenty of opportunities. Now we are very glad to have the excellent player of Clear Line and with their great network in place so that they can also reaffirm from an industry point of view regarding which players that could be interesting or not. And with that said, yeah, plenty of opportunities and interesting discussions going forward, you could say.

Want to follow up for that? Is there a huge competition on the companies or are you there alone talking to them? How is that?

I mean, I would say that Fasadgruppen is a unique player in Northern Europe when it comes to our size and where we are at the moment. And with that said, we don't see any Fasadgruppen 2 in the U.K.

You don't see or you see?

No, we don't see.

Nice. Thank you.

Adrian Westman
Head of Communications and Sustainability, Fasadgruppen Group

Great. I think we don't have any more questions from the audience, right? And we don't have anything online either. That's excellent. Just past four. So I think we will conclude this now then. Martin will say a few final words. Yeah. Let's see if we can move this one forward or not. There you go. And there you go. Yeah. Maybe we can, you can stand here.

Martin Jacobsson
CEO, Fasadgruppen Group

Yeah, thanks. I mean, so glad that we had this day. I hope you've gotten more insights and see how an excellent team we have within Fasadgruppen. I think that it's been a very good day and interesting discussions and hopefully a lot of insights for you guys, you in the room as well as you online. And I mean, we are very eager to deliver now going forward. Of course, we truly believe that Fasadgruppen is in a unique position and we have created our own niche.

You can see if you look back on our track record historically, we've grown by roughly 40% yearly since inception. I think that's outstanding. I think with that said, we're only at the beginning of our journey. We're still a small company. We have great team members on board, the best people, skilled workforce. I think we've highlighted it truly today with all of the great presentations from the whole team. I hope you see how excited we are about the future and what that can bring.

With that said, I'd like to summarize with a starting key message slide here. We will focus on profitability, cash flow. We will focus on taking down the leverage. We will also focus on growing. There are several super interesting opportunities out there. And with Clear Line, we feel that we have become an even stronger player and are poised for continuous growth from there. With that said, thank you very much for your participation. We will stick around here for some more minutes. If you have any more questions in the room, we're happy to take them. And with that, we'd like to say thanks a lot. Have a nice evening now. And hopefully we can invite you to a future Capital Markets Day in a not so long future. Thank you.

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