Your meeting. Okay, thank you very much, and you're welcome to this conference call. I'm Anders Jensen, I'm the CEO of the company, and we are calling straight out of the U.K. here in London. We are very, very happy to announce that we have acquired the family-owned company Charles Pugh Holdings from the brothers Charles and Ed Pugh. Pugh is the leading vehicle repair and replacement company with a very strong wholesale business. The sale for the company amounted to GBP 56 million and had an adjusted EBITDA of 13% and an EBITDA margin of 10% for 2021. What are the key rationales for this business? Well, first of all, it strengthens our market position in the U.K., and it also enables an increase of profitability through synergies of almost GBP 2 million with our existing U.K. business. It also creates scale benefits going forward as our operational excellence framework is rolled out on a much larger U.K. platform. The acquisition price corresponds to a multiple of 9x EBITDA and 7.2x EBITDA, including synergies. If you turn to the next slide, I will talk a little bit about the company of Charles Pugh. They have a really long history. They were founded back in 1917. This is a fourth-generation company. We have been in dialogue with them for four years. It's been quite a long journey and a lot of meetings meanwhile. Always, when you buy these kinds of businesses, it takes a lot of trust, and it takes some time to build that trust. We're happy that we are there now. Pugh is the biggest member of the consortium of National Windscreens after our own business, Mobile Windscreens. Those two combined now give us roughly around 80% of the consortium. They have an outstanding wholesale business as well as the fitting business. You can turn to the next slide here. I will try to give you a better explanation of how the market in the U.K. is structured. Both companies are part of National Windscreens Consortium, and National Windscreens is one of the leading providers of vehicle glass and replacement services in the U.K. It is led by a central administration which mainly does marketing and sales and also works a lot with developing the concept for the U.K. market. As it's a very old company, it's divided by postcodes. We now get hold of a lot of attractive postcodes apart from just the company. We can grow the business within this area, which we wouldn't have been able to without the acquisition. It's a really, really good acquisition in that matter as well. This acquisition of Pugh's reduces the number of National Windscreens members to five. As I said before, we are now controlling roughly around 80% of the consortium now. We can flip to the next slide here. Just to remind you about our acquisition strategy, we do acquisitions in platform acquisitions when we enter new markets. We do add-on acquisitions, and we do smaller mums and pops. This one is definitely an add-on acquisition, even if very, very big. With that said, we can go over to slide number six, and I will leave the word to Joakim. Thank you, Anders. Good morning. Yes, going back a little bit to the transaction again and presenting the financials in overview. In addition to the strategic benefits of doing this acquisition, we also think that the financial profile is attractive. We acquired the company for GBP 65 million enterprise value, and that corresponds to an EBITDA multiple of 9x. There is also significant synergies. The multiple, including performance synergies, would be 7.2x, and that's a 2021 number. We expect closing of the transaction in the second quarter, and it will be financed by our existing RCF facility. Net sales for the Charles Pugh business was GBP 56 million in 2021. The EBITDA margin was 13% and an EBITDA margin of 10%. We also expect, as I mentioned, synergies from the transaction in combination with our existing business in the U.K. We believe that there will be synergies both on the revenue side but also on the increased efficiency that we can achieve with the combined business. We estimate synergies to amount to almost GBP 2 million, and we expect to achieve those within a 12-month period. After the transaction is performed as of the 31st of December 2021, our leverage, net debt to EBITDA would have amounted to 3.4 x, including synergies. We have a stable financial ground for the company, and we generate strong cash flow, and the leverage will gradually be reduced during the rest of this year. Turning to the next slide, the synergies. As you saw from the map on the previous slide, we have a setup now with two almost equally large companies in the U.K. There is potential for coordinating purchasing. We believe that there will be benefits for the combined volume when we talk to our suppliers. There is also the opportunity to optimize the distribution network. At present or after closing, we will have two distribution centers, and we believe that we can organize that in a better way to achieve synergies. We also have identified synergies in other areas. There are two organizations across all functions at present, and we will be looking at coordinating activities between the two. As I mentioned, we expect to achieve the synergies of close to GBP 2 million over the next 12 months, gradually. We will, of course, also look to achieve additional scale benefits and synergies after that period. As we mentioned on the Q4 call, we have initiated an Operational Excellence project in the U.K. with the ambition to free up capacity and improve productivity. One benefit of this acquisition is that we can now roll out that Operational Excellence program over a larger business. We expect to achieve efficiencies in both companies going forward. On the next slide, just to repeat our financial targets, we have a growth target of 15% per year. We aim for at least 15% organic. We have a margin target of 20% adjusted EBITDA in the medium term, and we have defined this as ±4 years. We have a capital structure target of 2.5x net debt to adjusted EBITDA. As it says here, the ratio may temporarily exceed 2.5x in connection with acquisitions. We have a dividend policy of at least 20% of net income. With that, on the next slide, I will hand back to Anders. Yes. A little short summary. Also, one of the things that I really didn't talk about in the beginning is our possibility now to affect the whole consortium. With us now controlling 80% of the consortium, it gives us the power to push through some changes that we want to make within the consortium. We were not able to do that before, but this gives us the power to have a better control of sales, of marketing, and of back office. That's a really, really good thing about this. Just to summarize it, so the Pugh business has a really long, outstanding history, a really strong brand name, and it fits very well into our culture. It has a strong, committed, and experienced management team that we are looking forward to working together with. This is in line with our communicated strategy of acquisitions. The multiple phase is in line with the historical acquisitions and proves our attractiveness. Opportunities are greater influence of the consortium administration, and it also enables a quicker route to improve profitability in the U.K. market. All in all, very, very happy and a very, very good acquisition for us. With that said, I will hand over to you to ask questions. Thank you. If you do wish to ask a question, please press zero one on your telephone keypad. If you wish to withdraw your question, you may do so by pressing zero two to cancel. Our first question comes from the line of Daniel Hansen from SEB. Please go ahead. Thank you so much. Good morning, Joakim and Anders. Two questions from my side. First one, I was a bit curious on Pugh's workshop footprint. Do they have mobile workshops as well, or is it mainly fixed locations from the map you show there? Second question, is it possible to speak a bit about their performance in 2021? I guess the U.K. market overall still has some impact on the pandemic. Is 10% sort of the underlying margin level of that company and what they have experienced in the past? Or should we expect it to perhaps be even higher if you get some sort of a recovery here in 2022? Thank you. All right. We will split this question between us. I will ask you to answer the first one. Yes, the mobile fitting is very common in the U.K. They have a lot of mobile workshops. They do have fixed workshops as well, and they do have the wholesale. That's sort of the three legs that they have. Since it's been divided into postcodes, we are now getting a hold of very, very attractive postcodes such as London and other big cities. We will now be covering almost, I should say, almost the entire Great Britain, actually. There are still, as I said before, five members, and one of them is fairly big, but then it's mainly smaller companies. Yeah. Hi, Daniel Hansen. I will continue with the financial question. Financial performance, just as a background, as you saw on the slide, the business is slightly different to our existing business in the U.K. insofar as it has a wholesale business. 30% of revenue last year, roughly, was from wholesale, whereas the fitting business with the network that you asked about represents 70%. For the fitting business, the situation is and has been similar to that of our own U.K. business. Some effect of the post-Brexit effects on labor costs and wholesale prices, but in general, a strong and solid performance. Total organic growth last year was 6%. In the wholesale business, the possibility and the opportunity for the company to manage prices and have a direct dialogue with customers is better than that for the fitting business. In the fitting business, we are both party members of the Consortium. In the wholesale business, it has been easier for the company to adjust prices to the customers. All in all, a solid performance, some impact from increased labor costs, and some impact from increased glass prices. For Mobile Windscreens, the company has been fairly successful to adjust prices to its customers. Great. Thank you so much for the clarification. Maybe a final question if we have time. I was just curious also on how the approval process from the National Windscreens Consortium works for the transaction. Will sort of the five other members vote on it, or how will it work? It sounds like you're not subject to general U.K. competition authority screening. Is that correct? The latter is correct. The transaction is not subject to competition filing or approval. The process with the consortium works so that the directors of National Windscreens will need to approve an acquisition of one of its member companies, and the directors will vote whether to approve it or not. We are hopeful and optimistic about receiving such an approval. Yeah. This isn't the first time we acquire a member. We have done it a lot of times, and they have always approved it. Great. Thank you so much. That was all for me from now. I'll jump back into the queue. Thanks, Daniel. The next question comes from the line of Olof Cederholm from ABG. Please go ahead. Hi. It's Olof with ABG. A couple of questions from my side. On the synergy side, what are the synergies that you expect now initially? Is it purchasing or network optimization, IT efficiencies? Or could you talk a little bit about that if we start with that? Yes. Hi, Olof. As I said, we are looking across the board on synergies, of course. Some of those that I mentioned previously are from purchasing. We believe by pooling volumes into the best agreements, so to say, we'll provide leverage and improve prices for the group as a whole, for the U.K. group as a whole. We also believe that in purchasing, there's some efficiency in reorganizing and coordinating the purchasing process. We also look at distribution, whereas, as I mentioned, we now have two complementary distribution setups with hubs and networks that we believe that we can organize in a more efficient manner. We are also looking at other office functions. There are currently two call centers and other overhead functions in these two companies. We believe that we can gradually optimize that part of the setup as well. What I haven't mentioned and which is not included in the number that I mentioned before is that we also believe that this will enable us to be more active in the market and provide a better coordinated service to all our customers. We will also expect that over time, we can see some benefits on the top line of this transaction. Excellent. Maybe more specifically on your customers, how do you think this will change your relationship with insurance companies, or does it matter since it was the consortium that maybe had that relationship? The end customer is being and also the marketing and also the insurance companies, leasers and so on, are being handled from National Windscreens sales team. It will not affect them actually at all in the beginning. What we can do now when controlling a bigger part of the consortium is to work with efficiencies on both sides, both our Mobile, both the Pugh business that we bought, but also within the consortium now. We were not able to do that before. We were not able to push through price increases and so on because we didn't have the majority to vote for it. Now we can, we're able to push those things through, and we can steer it by ourselves. It's really, really a big difference. For the insurance company and for leasers and so on, it's really not a big change overnight. Okay. Excellent. My last question is on investments in the workshops with calibration. Since that has to be done in the workshop, how is Charles Pugh invested there? Do they have this set up already in most of the workshops, or would that be a meaningful investment for you? Yeah. No. I will say that Charles Pugh is the most well-invested company within National Windscreens. They are actually better in many ways than our current Mobile Windscreens workshops. We don't need to make any investments. There are definitely some best practices to be shared. I would say that the best practices to be shared are mainly from Pugh into Mobile Windscreens. Excellent. Sounds very good. Thank you so much. Thank you, Olof. We have one more question from the line of Herman Eriksson from Danske Bank. Please go ahead. Yes. Good morning. I was just wondering if you can give us any numbers on the organic growth historically. You said 6% last year, but looking more for the past five, 10 years, can you say anything about organic growth for that period? And also, is Charles Pugh active on the M&A market, or will it primarily be organic? Thank you. Yeah. I don't have at hand the specific growth over that time period historically, but I think it's fair to say that the company has grown in line with the consortium as a whole. I mean, the sales and marketing and the customer relationships sit with National Windscreens, and it's really no major difference on that side to our existing U.K. business. When it comes to acquisitions, the company has historically done a few acquisitions. As Anders mentioned before, the increase of our geographical reach now also opens up for add-on acquisitions in a bigger area outside of the consortium. Should we find individual, independent workshops or companies that would fill a white spot area or something like that? We see more opportunity for local M&A, but it's not going to be the biggest driver going forward. I think the biggest part of the work that we have in the next 12 months is now to merge the companies, to extract the synergies, and to implement fully the operational excellence project that we already started in Mobile Windscreens, to also implement that into the Pugh business. Perfect. Thank you. As there are no further audio questions, I'll hand it back to the speakers. Okay. Thank you very much for now, and please just reach out to us if you have any further questions.
Loading workspace