News Tag: mfn-ext-nq-company-announcement

Helsinki Stock Exchange

Trade date: 24.10.2024
Bourse trade: BUY
Share: LEMON
Amount: 255 shares
Average price / share: 5,9500 EUR
Total cost: 1 517,25 EUR

Following shares repurchased on 24.10.2024
the Group now holds 255 shares.

On behalf of Lemonsoft Oyj

Lago Kapital Ltd

Maj van Dijk     Jani Koskell

Lemonsoft Oyj’s three largest shareholders have appointed the following members to the Shareholder’s Nomination Board:

• Victor Mellgren, appointed by Rite Internet Ventures AB
• Jarmo Kinnunen, appointed by Kari Joki-Hollanti
• Niklas Johansson, appointed by Handelsbanken Fonder

At the first meeting, Victor Mellgren was appointed as the Chairman of the Nomination Board. The Chairman of the Board of Lemonsoft Oyj acts as an expert member of the Nomination Board.

The right to nominate members to represent shareholders rests with three shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Ltd or another operator on the last business day of August in the year preceding the Annual General Meeting and who hold the largest number of votes conferred by shares according to the shareholder register.

The Shareholders’ Nomination Board is a body established by the Annual General Meeting consisting of the company's shareholders, whose task is to prepare proposals on the election and remuneration of the members of the Board of Directors for Lemonsoft’s Annual General Meeting.

Lemonsoft Oy acquires the entire share capital of Applirent Oy, a software company specializing in rental industry and fleet management ERP solutions, with a purchase agreement signed on July 1, 2024. Through this acquisition, Lemonsoft expands its offering to meet the needs of the rental business and will offer more possibilities to streamline their business processes.

Applirent is a cloud-based solution for managing rental business. Applirent's solutions enable companies to manage rental agreements, assets, and customer relationships. The solutions integrate seamlessly with mobile applications, making it easier to manage rental processes and overall productivity. Applirent has around 100 customers, ranging from small and medium-sized enterprises to multinational publicly traded companies.

The net sales of Applirent Oy, according to Finnish accounting standards (FAS), for the period November 1, 2022 – October 31, 2023 (November 1, 2021 – October 31, 2022), was approximately EUR 0.8 million (0.7 million). The EBIT was 34.7% (19.4%) of net sales, and the balance sheet total was EUR 0.5 million (0.4 million). As of October 31, 2023, Applirent Oy’s net cash was approximately EUR 0.3 million (0.3 million). In 2023, about 70% of Applirent Oy’s net sales was recurring. The acquisition doesn’t affect Lemonsoft Oy’s profit forecast for 2024.

Applirent Oy will be reported as part of the Lemonsoft Group as of the completion of the transaction, 1 July 2024. The company’s founders Tuomas Niemi, Antti Lehikoinen, and Vesa Harjunen will continue to work for Applirent Oy, with Tuomas Niemi continuing as CEO.

The purchase price for the share capital of Applirent Oy is approximately EUR 2.3 million, and the net debt-free enterprise value is EUR 2.0 million. The purchase price will be paid 75% in cash and 25% in shares at closing. In addition, the parties have agreed on an additional purchase price based on Applirent Oy’s EBIT for the years 2024-2026. The additional purchase price amounts to a maximum of EUR 0.8 million, and if realized, will be paid fully in cash.

"Applirent's comprehensive solution expands our ability to offer our software portfolio more broadly to companies engaged in the rental business and strengthens our offering in the wholesale segment. Rental services are a growing business area in wholesale, and we are excited to provide our customers with a comprehensive solution developed specifically for this purpose. I warmly welcome the entire Applirent team to Lemonsoft," comments Kari Joki-Hollanti, CEO of Lemonsoft Oyj.

"Applirent's and Lemonsoft's comprehensive range of products allows us to offer our customer companies an even broader product portfolio to support their business operations. We want to provide our customers with user-friendly solutions now and in the future. Our products and services work well together, which is important in the competitive software industry. The similar values and practices of our companies support collaboration with other products in the Lemonsoft Group. As a publicly listed company, Lemonsoft Oyj offers strong support for Applirent's development and growth," says Tuomas Niemi, CEO of Applirent Oy.

A share issue directed to the sellers

As part of the acquisition, Lemonsoft Oyj conducted a directed share issue to the sellers, in which the total number of Lemonsoft Oyj shares to be subscribed by the sellers was 91,641. The shares subscribed in the directed issue are subject to a transfer restriction during the additional purchase price period. With the execution of the directed share issue, the total number of Lemonsoft shares increased to 18,671,632 shares. The new shares represent approximately 0.5 percent of Lemonsoft Oyj's shares and votes after the share issue. The subscription price of the shares was 6.22 euros, based on the volume-weighted average price (VWAP) of Lemonsoft Oyj's shares from June 1, 2024 to June 30, 2024. The sellers paid for the subscribed Lemonsoft shares by transferring the entire share capital of Applirent as a contribution in kind to Lemonsoft.

The new shares have been notified for registration in the trade register and will be admitted to trading, together with the existing shares, on the Nasdaq First North Growth Market Finland marketplace, approximately during week 28. The Board of Directors of Lemonsoft Oyj decided on the directed share issue based on the authorization given by the Annual General Meeting on 9 April 2024.

Lemonsoft Oyj
Board of Directors