08:30 London, 10:30 Helsinki, 16 May 2023 - Afarak Group SE ("Afarak" or "the Company") (LSE: AFRK, NASDAQ: AFAGR)
CLARIFICATIONS AFTER THE RELEASE OF MAY 12TH, 2023
Following the release about the combination agreement signed between AFARAK SE (“Afarak”) and LL Resources GmbH (“LLR”) on May 12, 2023, Afarak has received several questions about the transaction. In order to have equal information in the market rather than addressing these questions one by one, Afarak gives further information hereafter.
In the release of May 12th, Afarak mentioned some financial information of LLR. In addition to the published numbers of LLR, the turnover of the LLR group in total in 2022 was EUR 566,081,000 (2021: EUR 345,834,000) and the EBITDA of the LLR Group in 2022 was EUR 39,815,000 (2021: EUR 20,013,000) in accordance with Austrian Local GAAP ("UGB") and EUR 38,588,000 (2021: EUR 21,425,000) in accordance with International Financial Reporting Standards (IFRS). These numbers are unaudited.
After the completion of the combination, there will be a total of 407,041,814 outstanding Afarak shares instead of 267,041,814 today, hence all shareholders of Afarak will be diluted when it comes to percentage. This obviously also applies to large shareholders, whose percentage will be reduced, while new large shareholders (i.e., the current shareholders of LLR) will join, hence broadening the shareholder base of Afarak. By adding up the combined assets and retained earnings, the equity per share is substantially increasing, which should mitigate the aforementioned dilution, in terms of Afarak’s share value.
None of the present large and larger shareholders of Afarak have any relationship with the LLR group. It is however mentioned for clarity that the CEO of Afarak, Guy Konsbruck, owning approximately one (1) % of the shares in Afarak, owns indirectly 15 % of the shares of LLR. Due to his conflict of interest, Guy Konsbruck has not taken part in any negotiations or decision making from Afarak’s side in relation to the transaction.
During the past several years, there has been a continuously growing and close cooperation between both groups. In that period, Afarak learned a lot about the mutual businesses and discovered many synergy effects, while experiencing very few conflicts of interest. Both companies are convinced that combining the two businesses will bring serious benefit to both groups. For Afarak in particular, a broadening and diversification of the shareholder base and the creation of new sustainable recycling-based revenue streams, closely related to our present field of operation, seemed to be a very desirable effect of this transaction. LLR group will join with a wide base of experienced and competent staff, who will support the rejuvenation of our management and further enhance the future growth of the company.
Afarak is working on a prospectus that will contain all material information about the transaction and the related parties. This prospectus will be made available in the autumn of 2023.
The transaction will be presented in the AGM that will be held on June 21st, 2023. The invitation for the AGM will follow within the next two (2) weeks.
Helsinki, May 16, 2023
AFARAK GROUP SE
Board of Directors
For additional information, please contact:
Afarak Group SE
Guy Konsbruck, CEO, +356 2122 1566, guy.konsbruck@afarak.com
Financial reports and other investor information are available on the Company's website: www.afarak.com.
Afarak Group is a specialist alloy producer focused on delivering sustainable growth with a Speciality Alloys business in southern Europe and a FerroAlloys business in South Africa. The Company is listed on NASDAQ Helsinki (AFAGR) and the Main Market of the London Stock Exchange (AFRK).
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NASDAQ Helsinki
London Stock Exchange
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