Plc Uutechnic Group Oyj: Review of Financial Statements 1 January – 31 December 2020

Plc Uutechnic Group Oyj Review of Financial Statements, March 31, 2021 at 9:00 am

Plc Uutechnic Group Oyj Review of Financial Statements 1 January – 31 December 2020

This is a summary of Plc Uutechnic Group Oyj’s Financial Statements release January 1 – December 31, 2020. The full report is a pdf file attachment to this stock exchange release, and it is also available on the company’s website at www.utgmix.com

YEAR 2020 IN BRIEF
UTG Mixing Group’s turnover from continuing operations from the period 1.1.-31.12.2020 was EUR 17,0 million (16.8 million) and its operating loss was EUR -0,3 million (profit 0,9 million). The loss for the fiscal year was EUR -1,7 million (profit 1,0 million). The operating loss includes non-recurring items of EUR 1.2 million. Comparable operating profit excluding non-recurring items was EUR 1.0 million.  UTG Mixing Group’s continuing operations received new orders EUR 18,1 million (16,3 million) and the order backlog was at the end of the year EUR 7,4 million (6,2 million). The earnings per share from the Group’s continuing operations was EUR -0,03 (0,02).

July-December in brief
The turnover from continuing operations from July – December was EUR 8,9 million (9,0 million) and the operating loss was EUR -0,7 million (profit 0,8 million). New orders were EUR 9,2 million (6,7 million) and the order book stood at EUR 7,4 million (6.2 million).

The figures are in thousand euros           

Business 2020

Net sales for the financial year were higher than in the previous year, but operating profit was weaker. In the second half of the year, non-recurring items of EUR 1.2 million were recognized in operating profit. Excluding non-recurring items, profitability was slightly better than in the previous year. The order backlog increased from the end of June and extends to 2022.

The pandemic did not significantly hamper the operations of the Group companies. Production has been in operation and remote work has gone well in terms of basic functions. The challenge has been a reduced delivery reliability of suppliers, but with a flexible organization, our delivery times to customers have been in a reasonably good level. Travel restrictions have further hampered planned new customer acquisition as well as internal development projects. Pandemic preparedness continues. 

In connection with the brand reform, the updating of the new website has continued, and the digital marketing environment was introduced. After the financial year and the change of the ownership, the decision to implement the information system project has been cancelled. Therefore, in the financial statements 2020, the information system investment, EUR 0.5 million, has been recognized as an expense.

  
Outlook
Despite the slowdown in the global economy, there will be no clear decline in the mixer market in the near future. Based on the steady order acquisition and good order backlog so far, the outlook for the near future is moderately good.

The outlook for the mixer market remains uncertain due to the impact of the corona pandemic. However, in the medium term, the growth of the mixer market is not expected to reach previous long-term forecasts, as uncertainty and labour challenges caused by pandemic will delay large industrial investments. Also increasing market share in the new operating environment is challenging, and the effectiveness of new sales and marketing methods cannot yet be assessed.

A Public cash tender offer for all shares in Plc Uutechnic Group Oyj
On December 2020 Plc Uutechnic Group Oyj announced that SPX Flow Technology Germany GmbH, a German limited liability company indirectly wholly owned by SPX FLOW, Inc. a corporation incorporated under the laws of the State of Delaware in the United States, have entered into a combination agreement pursuant to which SPX Flow will make a voluntary recommended public cash tender offer to purchase all of the issued and outstanding shares in UTG that are not owned by UTG or any of its subsidiaries. In the Tender Offer, UTG’s shareholders will be offered a cash consideration of EUR 0.60 for each share. The Board of Directors of UTG has unanimously decided to recommend that the shareholders of UTG accept the Tender Offer. The acceptance period under the Tender Offer commenced on 15 December 2020 and expired on 12 January 2021. On 18.1.2021 SPX Flow announced that According to the preliminary result of the Tender Offer, the Shares which have been validly tendered (and not validly withdrawn) during the Offer Period represent 97.94 % of all issued and outstanding Shares and votes in UTG.

At the same time, SPX Flow announced the creation of a redemption right and obligation pursuant to Chapter 18, Section 1 of the Companies Act. and that it will initiate arbitration proceedings under the Companies Act as soon as possible for the redemption of all shares issued by UTG and outstanding held by the remaining minority shareholders. According to the offer document, SPX Flow will also ensure that UTG applies for the delisting of its shares from the Nasdaq Helsinki stock exchange as soon as it is permitted and practicable in accordance with applicable laws and regulations.

Issues related to Japrotek in the merger agreement:
 In relation to UTG’s minority ownership in Japrotek Oy Ab, UTG together with certain other parties, has agreed on an arrangement which is conditional on the Offeror declaring that the Offer Conditions of the Tender Offer have been satisfied or waived and which will be completed in connection with the completion of the Tender Offer, comprising (a) the disposal by UTG of all shares in Japrotek owned by UTG, constituting in total approximately 19% of all issued and outstanding shares in Japrotek, and the receivables under certain capital loans granted by UTG to Japrotek, (b) the release by Uurec Holding Oy of a guarantee granted by UTG in favour of Uurec Holding Oy with respect to Japrotek’s obligations under a lease agreement between Japrotek and Uurec Holding Oy, and (c) a guarantee granted to UTG by the purchaser of UTG’s shares in Japrotek for any liabilities realised under two counter guarantees granted by UTG to Turku District Co-operative Bank.

THE BOARD’S PROPOSAL FOR THE DISTRIBUTION OF DIVIDEND
The parent company’s loss for the financial year was MEUR 0,9 euros. The Group’s parent company’s distributable funds at the end of the financial year were EUR 7,0 million euros. The Board of Directors proposes to the Annual General Meeting that no dividend be paid for the 2020 financial year.

ANNUAL GENERAL MEETING

The Annual General Meeting of Plc Uutechnic Group Oyj is scheduled to be held on June 30, 2021.

In Uusikaupunki March 31, 2021

PLC UUTECHNIC GROUP OYJ
Board of Directors

Further information:
Dominic Hill, CEO, Plc Uutechnic Group Oyj, +44 (0) 161 249 1444

www.utgmix.com

UTG Mixing Group is a global technology group that provides competitive mixing solutions with a customer-oriented approach, minimizing life cycle costs. “Partnership built to last – and perform” is our brand promise. We always serve the customer in the best possible way by bringing our global capabilities locally close to the customer.
Our main customer sectors are the biochemicals & pharmaceutics, chemicals & polymers, food & beverage, green energy, minerals & metals, pulp & paper, wastewater treatment and fertilizers.
The parent company of UTG Mixing Group is Plc Uutechnic Group Oyj, whose shares are listed on the Nasdaq Helsinki. The business is carried out in the subsidiaries of the group, Uutechnic Oy and Stelzer Rührtechnik International GmbH.

Attachment

• UTG_Review of Financial Statements