Okay, welcome everyone to this conference call where we will present more details on the acquisition of Clear Line that was announced today. In the room, we have our CEO, Martin Jacobsson, we have our CFO, Casper Tamm, and myself, Head of Communications, Adrian Westman. We'll start off with the presentation and then conclude with a Q&A session. And if you are connected by phone, you can press pound key five for questions and the written questions you provide directly in the webcast. So with that, let's hit it off, Martin.
Good afternoon, everyone, and welcome from me as well. I'm very pleased that today we can announce a milestone acquisition in the Fasadgruppen in history. We have acquired a company called Clear Line, which is situated in the U.K. It is a company focusing on full-service contracting works within facades and facade fire remediation. It has roughly 60 employees, all white collar, focusing on the total project from start to finish. So in brief, you could say that property owners turn to Clear Line when they want the full solution, which is important to note here. So they are focusing on complex projects with both facade renovation and what we call facade fire remediation. We'll get back to more specifically regarding the fire remediation later. With the customer base that Clear Line has, they have a continuous flow of new projects.
We have been discussing with Clear Line for a long period now and are very glad to be entering the U.K. market, which we have been looking into for a long time now. Some financials regarding Clear Line. They have an attractive financial position. If you look at the last 12 months, as of the 30th of June 2024, they had an adjusted EBITDA of roughly GBP 21.7 million in comparison then to the sales of GBP 48.9 million . Looking at the three-year average, they had a sales of roughly GBP 47.7 million and an adjusted EBITDA of GBP 18.4 million. Just some comments regarding the impressive financial track record is that Clear Line has a unique situation in the market with a very deep niche focusing on attractive projects and assisting their customers for the total solution from start to finish, as I mentioned.
Looking at the U.K. market, which is a new market for Fasadgruppen, we have previously only been present in the Nordics. When we take a look at the overall size of the U.K. building envelope and facade markets for renovation and also cladding remediation, that's estimated to roughly GBP 10.5 billion and growing roughly 4.5% in the coming next few years here. I mentioned that we would come back to what we call the facade fire remediation and to understand that market a bit better. You have to go back in time, look at the Grenfell Tower disaster, which was in 2017 in the London area, where there was a catastrophic event where a fire spread through the facades.
After that catastrophic event, the U.K. government initiated a total review of all buildings, and this construction type was not only at the Grenfell Tower then, but in many, many more buildings, and of course, this is a widespread problem that needs to be dealt with. Regarding the total market of this process in fighting these dangerous, you could say, facades is roughly GBP 24 billion over the coming 14 years. When we look at the more typical market drivers for the facade renovation market, the U.K. market is very similar to the Nordics, focusing on the aesthetic, safety, energy efficiency factors, and a replacement cycle is similar to what we've said before in the Nordics, roughly 35 years.
But we see an uptick in the coming few years here as well regarding the drive to net zero in order to upgrade properties in the U.K. as well in the Nordics. So finally, you could say on this slide that there are some minimum standards that have been introduced by the U.K. government. And remember here that the total stock of the U.K. market comprises roughly 1.5 million buildings, more than 60% of them are then before 1970s. Yeah. And then looking at the strategic fit here of Clear Line, we see, as I mentioned, it's a deep niche here for Clear Line, focusing on, as we mentioned, facade renovation, but also facade fire remediation works. And you could say that the more complex, the better in one way for Clear Line. The workforce is a truly skilled workforce assisting the customers, as I mentioned, from start to finish.
A lot of recurring customers for Clear Line. Management has been with the company for a very long time and will still be going forward. Attractive financial profile. We mentioned some of the historical numbers, but we also see growth opportunities within Clear Line. We'll get back to that. Looking at the market, it is a fragmented market just as it is in the Nordics generally, but of course a much larger market than in the Nordics. We see a high degree of professionalization within the market, and that also is one driver for profitability. When we look at the underlying growth drivers, as I mentioned on the previous slide, we see them as very attractive for Clear Line going forward.
Strategic rationale was also for Clear Line mentioning when we had discussions with them prior to completion that they were looking for a larger partner in order to grow with more projects since Clear Line is, yes, it is a large player, but not that large. Customers could then turn to Fasadgruppen and Clear Line in a joint effort in order to assist the customers in assisting them with their facades. Looking on the financing side, how have we financed this acquisition? We would take a look firstly on the upfront consideration. We have a cash consideration of roughly GBP 51.1 million and also a vendor note of GBP 15.3 million, which will be converted into Fasadgruppen shares for the sellers to be provided with. Remember, we have GBP 2.7 million credit facility with Nordea, SEB, and SEK, which have backed us in this acquisition as well.
When we take a look at the vendor note, as I mentioned, of GBP 15.3 million, that is then to be set off against Fasadgruppen shares. The valuation of them is based on the average price of the share price volume weighted from beginning from tomorrow up until the 5th of November. When we took a look at the upfront multiple paid there of the GBP 66.4 million, that is then a 3.1x multiple in regards of the adjusted EBITDA level of rolling 12 months here as of 30th of June 2024. There is also a consideration of preference shares where the nominal value is GBP 53.4 million. In total, this adds up to roughly GBP 120 million of total consideration. These preference shares are then focused on the local holding company that is owning Clear Line.
The basis where these are determined, the value of these is then based on Clear Line's performance. There is also a dividend which is connected to the earnings in Clear Line in the preference shares. When we take a look at how will Fasadgruppen and Clear Line look illustratively, we have roughly then a company net sales of roughly SEK 5.7 billion and an adjusted EBITDA of SEK 647 million, totaling an EBITDA margin of roughly 11.4% based on the numbers from the last of June here, rolling 12 months. We will get back to the Q3 results, but in terms of where our net debt to EBITDA pro forma sums up, is roughly 3.0x following the acquisition. Remember here that our goal is our target is to be below 2.5x, but could be temporarily higher in connection with larger acquisitions. Q3 results, we also pre-announced some of the numbers here.
We have net sales of roughly SEK 1.2 billion. We had an organic growth of -10%. Our adjusted EBITDA came in at roughly SEK 93 million, meaning a margin of 7.7%. The order backlog came in at roughly SEK 2.8 billion. And excluding the Clear Line acquisition, which we announced today, that would mean that the net debt to EBITDA proforma was just below 3.5x . But we refer to the full report, which will be released in the day after tomorrow, and look forward to hearing you again on that conference call. Some concluding remarks before we enter the Q&A session. I could say that Clear Line is truly a perfect fit for Fasadgruppen. Very excited to announce this acquisition, as I initially started with. It is a true milestone for us. We also see a very attractive U.K. market providing plenty of exciting growth opportunities coming ahead.
With this combination of Fasadgruppen and Clear Line, with our two markets, Nordics and the U.K. market, we see huge potential to create returns for our shareholders and our other stakeholders. We have previously announced a Capital Markets Day on the 7th of November at 1:00 P.M. Central European Time. We hope that you all will be there. If you have not registered, please register on the link provided here.
Great. We'll move into the Q&A. Just as a reminder, if you want to ask a question by phone, pound key five. We have Max Bacco from SEB in line. Please, Max, go ahead.
The next question comes from Max Bacco from SEB. Please go ahead.
Yeah. Okay. Agreed on that. Let's go, Max.
Thank you. A couple of questions from my side. Just, of course, starting with the profitability. As you mentioned, the three-year average, 38.6% EBITDA margin, which, I mean, it seems super high. Is that a reasonable level to assume ahead as well, or is it something special during these last three years?
Yeah, thanks, Max. Well, if we put it like this, yes, we see it as a true, I mean, margin that will be able to be, I mean, we could say, provided in the future. When we take a look at, as I mentioned, the preference shares that are based on the performance, it's based on the historical levels. So yes, both we and the sellers are confident regarding that.
Okay. Understood. And then on the preference share, when you mentioned it, might as well take that question. I mean, or perhaps starting with, how is the cash flow profile in this company look like? Is it similar to Fasadgruppen, or is it any different?
No, it's similar.
Okay. But I mean, to safeguard, why not link the preference dividend to the cash flow instead of the net profit? Was it something that you considered?
Yeah, but it is more or less similar in those terms. I mean, as you remember, Max, our goal is to have 100% cash conversion. I mean, it's a very asset-light business here, similar to Fasadgruppen. So with that said, it is, yeah, more or less the same.
Okay. Understood. And then the final question, I mean, how should you think about Clear Line and the project risk? Is it also that similar to Fasadgruppen in that it's many smaller projects that are quite short in time or quite short duration on, or is it any difference there?
Yeah. As I mentioned, I mean, Clear Line focuses on a bit more complex projects. It is remediation and renovation. And with that said, they are, in absolute terms, on average, larger than the Fasadgruppen average project. But I mean, similar in maybe somewhat longer than the average Fasadgruppen project, yes. But it's not a huge difference in those times, as I see it.
Okay. But size-wise, I mean, Fasadgruppen, and you usually say that your average project is some GBP 2 million, GBP 3 million, GBP 4 million in order value. Is it much bigger than that, or is it?
Yeah. I mean, now I was talking about the length when I said it's not much longer, but the total value is higher, absolutely. I mean, regarding average historical project value, I would say somewhere between GBP 5 million-10 million.
Okay. Understood. That was all for me at the moment. Thank you very much for taking the questions.
Thanks, Max.
Thank you. I don't think there are any more questions from the phone unless you press the key five. Oh, well, it is actually. Great. We have Elvin Rolder from Carnegie in line. So please go ahead, and we'll see if we hear the voice again.
Hello, guys. Can you hear me?
Yes.
Perfect. Perfect. Thank you for taking my questions. I just have a few follow-ups on the structure with the preference shares and a bit more about Clear Line. Maybe we can start with Clear Line. How should we think about the delta between EBIT and EBITDA? How much usually do they have in DA as a percent of sales?
They're very, very little. You could say somewhere, I would say, GBP 100,000-GBP 150,000, I mean, in depreciation.
Okay. So pretty similar to EBITDA then?
Yes.
And just to clarify in the press release regarding the actual payout timing to the preference shares, was it that it's paid out for the preference share one? Was that paid out then after 2026? And then for the other preference share class, it's paid out after 2028. So is that accumulated until then, and then it's paid out, if I understood that?
Yes. Exactly. Exactly. But the thing is with preference shares is you don't need to buy or sell them. They could be prolonged. That's a difference compared to an earnout where you often have these final dates. But with this structure, it could be prolonged when you start a new evaluation period, you could say.
Okay. And roughly, can you give any sort of comments about what type of performance measures is set up for Clear Line in terms of organic sales growth and margin development? You mentioned earlier that you expect a similar margin to its history. Is there any improvement from that, or is it just the same? And then what about growth outlook?
Yeah. I mean, growth outlook for Clear Line is, I mean, we will get back to order backlog and outlook. But of course, we see an attractive growth position, as I mentioned, especially in combination with Fasadgruppen, where they get to be part of a larger group. And then we refer to the total market, which we mentioned here was growing roughly 4.5% in the next few years. Regarding. They have strong incentives to have the margin similar levels, you could say.
Yeah. Okay. Then just, I mean, yeah, I think that was all for me, actually. I'll get back in line. Thank you very much, guys.
Thanks, Elvin.
Thank you. And then we have Max Bacco returning. So let's go ahead, Max.
The floor is yours.
Yeah. Sorry. Yeah. I must just follow up there on the question on the preferred shares and the timing of the dividend. So, Martin, if I understood you correctly, it's not going to be an annual payment. It's going to be accumulated in the end. Did I understand you correctly?
Yes.
Okay. Okay. Okay. That was the question. Thank you.
Yeah.
Great. Let's see. Yeah. We have received a few written questions as well. Let's see if we have covered them or not. Big difference on profitability by type of project. Is it possible that current high profitability is linked to one or several complex projects that have higher profitability than average?
No, I would say that in general, the average project is in line with the margin here.
And then you mentioned 60 employees, only white collar. Who are the partners for blue collar employees? And is there a shortage of blue collar employees like in Sweden?
So Clear Line has a pool of roughly 400 blue collar employees, which they're closely linked to Clear Line. There is not.
We told them with the entire billing and the lump sums.
I think, sorry, Max, it seems like you are still on. I muted you. I think the operator needs to mute you. Okay.
Yeah. Sorry about that.
Yeah. So they have a pool of 400 blue collar employees closely linked. And is there a shortage of blue collar employees like in Sweden? No, we have not seen that historically. And you can mention also here regarding effects on Brexit. We would actually say that that's been almost positive for Clear Line in the terms of, we could say, the Central European competition has not been that much on historical levels.
Then, yeah, let's move on to understand the high profitability. Can you please explain if Clear Line also has the cost of material and blue collars or subcontractors going through the PL or not?
Yeah. So yes, they have material, but blue collars, you could say, in one way, but not as employees then, but as subcontractors instead.
What was the profitability before 2017 and the big surge in spend following the Grenfell disaster?
Yeah. Attractive margins before that as well.
You mentioned collaboration between Fasadgruppen and Clear Line. Concretely, how will it work? Because Fasadgruppen has no footprint in the U.K.
No, exactly. And regarding collaboration, I mean, Clear Line is now part of a much larger group, which has a presence in the Nordics. There are similar market characteristics. And as we mentioned as well in the potential synergies, we see material as one that we could expand upon, but also then on our size, as we mentioned. Then regarding project management and the, we could say, IT structure is very attractive in various ways, both in Clear Line and in Fasadgruppen, which could then be of a collaboration going forward.
Then a few questions on the profitability, again, whether it's sustainable or not, and what makes them profitable. I think you touched upon that. Maybe just try to summarize it again.
Yeah. Yes. I mean, the margin is, of course, we could say, an attractive level. Have we been very diligent regarding that in our processes? Yes, of course. Do we see them as plausible going forward? Yes.
Why are there two classes of preference shares in the newly formed local company? Are there also ordinary shares?
Yeah, so we own all the ordinary shares to start with. But why is that there are, we could say it was pretty clear at the start. I've not mentioned that, but the company is owned by or was owned by its employees and its management, and regarding, let's say, you could say, retirement issues, there is a smaller one on the preference share one that is possible, but it's not written in stone. As I mentioned, you could prolong the preference shares, and then the larger, you could say, the preference shares too, which is the majority, is linked to, we could say, the majority of the employees as well.
Okay. And then last on that, on the company on the preference share, is that a joint venture?
No. No. So to expand upon, I mean, to understand, so we own all ordinary shares 100%.
Great. Let's see if there's anything, any last questions here. Can you please give us an idea in terms of project exposure between typical renovation and fire remediation in the mix?
Yeah. So in general, you could say that it depends on which time period you look at. But I would say in the last couple of years here, it's been maybe 50%-60% facade fire remediation and the rest on facade renovation.
And then last one, if you compare them to Fasadgruppen, what are the key differences that make them more profitable?
Yeah. I mean, one key factor here is the market. You could say that in our analysis, we see that the U.K. market is a bit different compared to the Nordic market. We could say that these kind of contractors, they help the property owners in assisting in a total solution. So if a property owner comes to a contractor and say, "We need help of total facade renovation," or, "We need total facade fire remediation," then the contractors often provide the total solution. And when I mean the total solution, I mean the planning, the engineering work, the construction planning, which is a bit more advanced, I would say, actually, compared to the Nordic, where there often could be consultants in place, such as, to mention just a few, Sweco, AFRY, WSP, players like that, but that's typical in the Nordics.
But in the U.K., you could say that that's, yeah, often provided by the contractors, which is then in terms of the Clear Line company as well, where they provide more support in the, let's say, earlier stages in the renovation compared to the Nordics.
Great. And I think we have the two last questions then. I can also remind you that we will speak more about Clear Line on the capital markets next week. So there will be plenty of more time to look into this. But the last questions then, first one, can you provide an idea of the size of Clear Line's backlog? And second one, do you plan to make more acquisitions in the U.K., especially on the more traditional facade renovation market?
Yeah. So yes, it is regarding backlog. I would say, more than one year's revenue. We'll get back to that. And then, regarding the last question, if we plan to make more acquisitions in the U.K., I mean, we are looking for attractive acquisitions in all our markets. We like the U.K. market, absolutely. And we see plenty of opportunities there as well going forward.
Great. And I think that will conclude it. So we will be back again on Thursday already with the full results for the third quarter. And then again, we have the Capital Markets Day next week.
Yes. Okay. So with that, we thank everyone. Thank you for participating. And hope to see you soon again.