The Nordic construction group Sentia intends to apply for a listing on Euronext Oslo Børs
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Oslo, 26 May 2025: Sentia AS (to be renamed Sentia ASA)(1) (the "Company", andincluding its consolidated subsidiaries, the "Group" or "Sentia") todayannounces its intention to apply for a listing on Euronext Oslo Børs (the"Listing").
Sentia is a Nordic construction group with a leading(2) position in selectmarkets. Sentia builds large, complex projects such as commercial buildings,hospitals, universities and cultural centers for public and private clients.TheGroup is active in partnering and collaboration and generates the majority ofits revenues from recurring clients. Sentia consists of the companies HENT inNorway as well as Vestia, SSEA, and Kiruna Målbygg in Sweden. The Groupemploysapproximately 1,400 employees and revenues in 2024 amounted to 10.6 billionNOK,making it the sixth largest construction company in Norway and Sweden.(3)
Prior to the year-end 2024, Ratos AB (publ) ("Ratos") consolidated itsconstruction operations by combining SSEA Group in Sweden and HENT in Norway,with Sentia as the joint parent company. The purpose of the consolidation wastoestablish a leading Nordic contractor with a strong presence andmarket-leadingposition in Norway and Sweden within respective segments. In addition, theconsolidation was carried out to enable the Group to leverage its cross-borderexpertise and take on larger projects in Sweden.
Sentia will operate with its existing independent brand names in the Norwegianand Swedish markets, being HENT in Norway and Vestia, SSEA and Kiruna MålbygginSweden. The Company will report on two business segments, HENT and SentiaSweden.
Sentia has its roots in Norway dating back to the founding of HENT in 1980.HENThas nine offices across Norway with 1,272 employees as of year-end 2024. Intotal, approximately 85% of the Group's revenue in 2024 derived from HENT.
Sentia Sweden can be traced back to 1989 when Vestia was founded andsubsequently consolidated with SSEA in 2021, forming SSEA Group. In 2022KirunaMålbygg AB was acquired. Sentia Sweden has five offices across Sweden and 152employees as of year-end 2024. In total, approximately 15% of the Group'srevenue derived from Sentia Sweden.
Sentia has a robust and proven business model with a major part of partneringand collaboration projects, offering a highly skilled and experiencedworkforceaddressing larger public and private clients in Norway and Sweden. The Grouphasdemonstrated above-market growth and margins, has a capital light businessmodelwith strong cash conversion, a solid backlog, and a robust balance sheet.
The Listing is expected to, inter alia, facilitate future growth anddevelopmentof the Company and improve Sentia's ability to pursue strategic opportunities.Immediately prior to the Listing, the Company will be owned by the Swedishlisted company Ratos (through Ratos Infra AB ("Ratos Infra" or the "SellingShareholder")) (approximately 72%), Sparhent AS, a holding company consistingofemployees in HENT (approximately 12%), CEO Jan Jahren (through Jan Jahren AS)(approximately 11%) and directly and indirectly by approximately 190 employeesand other shareholders. The Listing is also intended to facilitate a sell-downof shares in the Company by Ratos Infra following Ratos' strategic decision tostreamline the group towards fewer platform holdings.
Company highlightso Exposed to a large and recovering construction market. Sentia isexposed to a,in 2024 terms, NOK 1,130 billion Norwegian and Swedish construction market, ofwhich its primary market comprising public and private non-residentialconstruction to an estimated size of NOK 376 billion, implying ~3% marketsharefor Sentia. Following a market downturn in 2023-2024, Prognosesenteret isexpecting the total construction market to recover and grow in 2025-2026 withaCAGR of 5.4% supported by interest rate cuts, decreasing inflation, continuedurbanisation, and new energy efficiency directives.o Sentia is a leading contractor in Norway with a strong challengerposition inSweden. HENT is the fifth largest construction and civil engineering companyinNorway based on 2023 revenue according to Bygg.no. Sentia Sweden primarilyfocused on partnering and collaboration with ambitions of becoming the leadingpartnering constructor in Sweden.o Sentia is a preferred provider of complex and large constructionprojects fortop-tier public and private customers and has the geographic flexibility toexecute on attractive opportunities across Norway and Sweden. Sentia seesgreatpotential in leveraging its expertise and resources to grow its Swedishposition.o Proven customer-centric business model built on partnering andcollaboration.Sentia is focused on partnering and collaboration projects that make up themajority of revenue. The benefits of partnering and collaboration are alignedincentives with customers, reduced risk, more predictable profitability, andhigher customer satisfaction. For this reason, Sentia targets involvement withthe customer already in the development and pre-project phase and can documentahigh conversion rate into the upcoming construction phase. Sentia has alsoincreased its focus on large projects, based on size and complexity, leadingtoless competition, more efficient use of resources and better profitability.o Flexible, experienced, and highly skilled organisation. Sentia alsobenefitsfrom its flexible workforce and strong commuter culture, allowing it to workonprojects across Norway and Sweden. This allows Sentia to take on the largestandmost complex projects in the market, which is beneficial in terms of employeesatisfaction, retention and hiring. A large and experienced sales andmarketingteam comprising marketing, project development and procurement, use ofsubcontractors, and rigorous project selection and monitoring processes arekeyto Sentia's success.o Entrepreneur-led management team with proven value creationcapabilities.President and CEO Jan Jahren, together with the Deputy CEO and EVP SwedenChristian Wieland, have long and successful tenures in HENT and Sentia Sweden,respectively. The experienced and proven management teams in both Norway andSweden are well invested in the Company. The highly experienced CFO SverreHæremwas recruited to the team.o Excellent financial track record with strong margins, dividendcapacity, and asolid balance sheet and order book. Sentia has managed to grow revenue andgainmarket share in the period 2022-2024. For 2023-2024, as well as Q1 2025,Sentiahas also delivered industry-leading EBIT margins.(4) A capital light businessmodel with limited capital expenditure and negative net working capitalsecuresstrong cash conversion and dividend capacity. The Group has a solid cashbalanceand a strong order backlog.o Robust growth plan with enhanced financial, operational, and strategicflexibility unlocked by the Listing. Sentia has set a revenue target of NOK 15billion by 2030. To achieve the growth, the Company will continue focusing onwinning contracts within core competencies, attracting and retaining the besttalent, having the most satisfied customers, and achieving profitable growthinemerging business segments. The Company has a profitability target of 5% EBITmargin and, given its capital light business model aims to achieve above 20%return on capital employed and maintain a high dividend payout ratio of >70%ofnet profit.
Jan Jahren, President and CEO of Sentia, comments: "The creation of Sentia,together with our intention to become a publicly listed company marks animportant milestone in our history. We are just at the beginning of apromisingand exciting journey. Our companies complement each other well, and we seestrong potential for future growth. Sentia will continue to strengthen thecompanies' market positions and unique capabilities. At the same time, we aimtoincrease value creation by leveraging each other's specialist expertise andexperience. I am very proud of what we have built together, and I am excitedabout Sentia's prospects. Together with our employees, we are committed tocontinue delivering customer value and profitably growing our market positionacross Norway and Sweden."
Jonas Wiström, President and CEO of Ratos, comments: "We are very proud ofSentia's strong development during Ratos' ownership. Sentia is now a leadingconstruction group with market-leading margins. A listing increasesvisibility,broadens ownership, and improves access to the capital markets. Greater andbroader awareness of Sentia facilitates customer acquisition and enhances thecompany's ability to attract and retain talent. The listing is also in linewithRatos' focus on streamlining the group towards fewer platform holdings."
Financial highlightsSentia generated NOK 10.6 billion in revenue for the year ended 31 December2024and an EBIT of NOK 566 million for the same period, corresponding to a 5.4%EBITmargin. Current trading remains solid, and for the three months ended 31 March2025 revenue grew 5.3% year-over-year. The following table outlines selectedfinancial data prepared in accordance with IFRS and key alternativeperformancemeasures and key alternative performance indicators for the periods presented.
(NOK millions, unless otherwise stated)* 2022 2023 2024 1Q 2025**Total income 10,399 11,880 10,557 2,836 Growth YoY 14.2% -11.1% 5.3%EBIT 272 635 566 103 (128) EBIT-margin 2.6% 5.3% 5.4% 3.6% (4.5)%EBT 259 672 640 114 (139) EBT-margin 2.5% 5.7% 6.1% 4.0% (4.9)%Order backlog 14,243 16,578 16,067 18,252Net financial position 921 3,356 3,766 2,714Equity ratio 15.3% 27.0% 26.6% 18.9%
* Line items EBIT, EBIT-margin, EBT, EBT-margin, Order backlog and Netfinancialposition constitute alternative performance measures.** Figures in parentheses are before IPO costs that amounted to NOK 25 millionin 1Q 2025.
Listing highlightsIn connection with the intended Listing, it is expected that a secondary saleofexisting shares in the Company will be carried out by the Company's majorityshareholder Ratos Infra (the "Offering"), with a target to reduce RatosInfra'sownership to below 50% post the Listing. No other shareholder will sell sharesin the Offering. The Offering will comprise a public offering to retailinvestors in Norway and Sweden, an offering to eligible employees in NorwayandSweden as well as a private placement to institutional investorsinternationally.
Four cornerstone investors have undertaken to acquire and to be allocatedsharesfor a total amount of NOK 670 million in the Offering, subject to certainconditions and for a price per share of up to NOK 50.00, which is equivalenttoan equity value of the Company of approximately NOK 5.0 billion. The fourcornerstone investors are i) DNB Asset Management with NOK 350 million,corresponding to 7.0% of the Company; ii) Arctic Asset Management with NOK 120million, corresponding to 2.4% of the Company, as well as iii) AmundsenInvestment Management and iv) TIND Asset Management, both with NOK 100 millioncommitted, corresponding to 2.0% of the Company.
The offer to institutional investors will only be made (i) to certaininstitutional investors outside the United States, pursuant to Regulation Sunder the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act");and (ii) in the United States, only to those reasonably believed to bequalifiedinstitutional buyers in reliance on Rule 144A under the U.S. Securities Act.
Full terms, conditions and instructions for the Listing and Offering will beincluded in the prospectus expected to be published by the Company inconnectionwith the Listing and the Offering.
The existing shares held by the Selling Shareholder not sold in the Offeringwill be subject to lock-up of 180 days. Further, the shares held by theCompany's CEO and Deputy CEO will be subject to a lock-up of 720 days,followingwhich 1/3 of the shares will be released from lock-up per year, with the firstrelease being after the first 720 days. Other members of management will havetheir shares subject to lock-up of 720 days, where 50% of the shares will bereleased from lock-up after 360 days. The Board of Directors and employeeshareholders will have their shares subject to 360 days lock-up andnon-employeeshareholders will have their shares subject to 180 days lock-up following theListing.
Subject to receiving the relevant approvals from Euronext Oslo Børs and theNorwegian Financial Supervisory Authority, as well as prevailing equitycapitalmarket conditions, the Offering and the Listing is expected to take place in2025.
About RatosRatos is a Swedish publicly listed business group consisting of 14 companiesacross three business areas: Construction & Services, Industry and Consumer.TheGroup operates mainly in the Nordic region, with net sales of SEK 32 billionandan adjusted EBITA of SEK 2.3 billion in 2024, and with a total workforce ofaround 10,900 employees. Ratos is headquartered in Stockholm, Sweden. We have a distinct corporate culture and strategy - everything we do is basedonour core values: Simplicity, Speed in Execution and It's All About People. Weenable independent subsidiaries to excel by being part of something larger.
AdvisorsABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA, are acting asJoint Global Coordinators and Joint Bookrunners in the Listing and theOffering,and Skandinaviska Enskilda Banken AB (publ), Oslo branch, is acting as JointBookrunner (together, the "Managers").
Advokatfirmaet Schjødt is acting as legal advisor to Sentia and Ratos as toSwedish and Norwegian law, and Advokatfirmaet Thommessen is acting as legaladvisor to the Managers.
For further queries, please contact: Sverre Hærem, CFO & Investor Relations+47 95 24 51 67, sh@sentiagruppen.com
Anna Oxenstierna, Communication & Sustainability +46 708 15 84 85, ao@sentiagruppen.com
Media contact in Norway:Geir Arne Drangeid, Partner and Senior Adviser in First House+ 47 913 10 458 Email: gad@firsthouse.no
Ratos contact Anna Vilogorac, CFO & Investor Relations +46 70 616 50 19 anna.vilogorac@ratos.com
Katarina Grönwall, VP Communication & Sustainability +46 70 300 35 38, katarina.gronwall@ratos.com
Alternative performance measuresEBIT means earnings before interest and taxes.
EBIT margin means EBIT as a percentage of revenue.
EBT (Earnings Before Tax) means profit before tax, calculated by subtractingoperating and non-operating expenses from total revenue.
EBT margin means EBT as a percentage of revenue.
Net financial/cash position expresses the financial situation of the Companyandis calculated as liquid assets and interest-bearing receivables minus grossinterest-bearing debt at the measurement date.
Payout ratio is defined as proposed dividend as a percentage of net profit forthe year.
Order backlog shows the remaining estimated contract value of contracts,contract modifications and orders that have been agreed upon but not earned atthe reporting date.____
(1) The conversion will be resolved and submitted for registration on thedateof this press release.(2) "Leading" refers to being the 6th largest construction company based onpublicly listed and private competitors' revenue in Norway and Sweden in 2023.(3) Based on publicly listed and private competitors' revenue in Norway andSweden in 2023.(4) Based on publicly listed and private competitors' revenue in Norway andSweden in 2023.
Important noticeThis announcement does not constitute an offer for sale of, or a solicitationofan offer to purchase or subscribe for, any securities of Sentia AS (to berenamed Sentia ASA) (the "Company"). The information contained in thisannouncement is for informational purposes only and does not purport to befullor completed. No reliance may be placed by any person for any purpose on theinformation contained in this announcement or its accuracy, fairness orcompleteness.
The securities referred to in this announcement have not been and will not beregistered under the U.S. Securities Act of 1933, as amended (the "SecuritiesAct"), and accordingly may not be offered or sold in the United States absentregistration or an exemption from the registration requirements of theSecurities Act and in accordance with applicable U.S. state securities laws.TheCompany does not intend to register any portion of this offering in the UnitedStates or to conduct a public offering in the United States. Copies of thisannouncement are not being, and should not be, distributed in or sent into theUnited States.
It may be unlawful to distribute this announcement in certain jurisdictions.Copies of this announcement are not being made and may not be distributed orsent into the United States of America, Australia, Canada, Japan, South Africaor to any other jurisdiction where such distribution would be unlawful. Theinformation in this announcement does not constitute an offer of securitiesforsale in such jurisdictions.
In the United Kingdom, this announcement is for distribution only to and isdirected only at persons who (i) have professional experience in mattersrelating to investments which fall within Article 19(5) of the FinancialServices and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,the"Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a)to (d) ("high net worth companies, unincorporated associations, etc.") of theFinancial Promotion Order, or (iii) are persons to whom an invitation orinducement to engage in investment activity (within the meaning of section 21ofthe Financial Services and Markets Act 2000) in connection with the issue orsale of any securities may otherwise lawfully be communicated or caused to becommunicated (all such persons together being referred to as "relevantpersons"). This announcement is directed only at relevant persons and must notbe acted on or relied on by persons who are not relevant persons. Anyinvestmentor investment activity to which this announcement relates is available only torelevant persons and will be engaged in only with relevant persons.
This announcement has been prepared on the basis that any offer of securitiesinany Member State of the European Economic Area, other than Norway and Sweden,which has implemented the Regulation (EU) 2017/1129 (as amended, the"ProspectusRegulation") (each, a "Relevant Member State") will be made pursuant to anexemption under the Prospectus Regulation, as implemented in that RelevantMember State, from the requirement to publish a prospectus for offers ofsecurities. Accordingly any person making or intending to make any offer inthatRelevant Member State of securities which are the subject of the offeringcontemplated in this announcement, may only do so in circumstances in which noobligation arises for the Company or any of the joint global coordinators topublish a prospectus pursuant to Article 3 of the Prospectus Regulation orsupplement a prospectus pursuant to Article 23 of the Prospectus Regulation,ineach case, in relation to such offer. Neither the Company nor any of theManagers have authorised, nor do they authorise, the making of any offer ofthesecurities through any financial intermediary, other than offers made by theManagers which constitute the final placement of the securities contemplatedinthis announcement. Neither the Company nor any of the Managers haveauthorised,nor do they authorise, the making of any offer of securities in circumstancesinwhich an obligation arises for the Company or any Managers to publish orsupplement a prospectus for such offer.
The Target Market Assessment is without prejudice to the requirements of anycontractual, legal or regulatory selling restrictions in relation to theOffering.
For the avoidance of doubt, the Target Market Assessment does not constitute:(a) an assessment of suitability or appropriateness for the purposes ofDirective 2014/65/EU of the European Parliament and of the Council on marketsinfinancial instruments; or (b) a recommendation to any investor or group ofinvestors to invest in, or purchase, or take any other action whatsoever withrespect to the Company's shares.Each distributor is responsible for undertaking its own Target MarketAssessmentin respect of the Company's shares and determining appropriate distributionchannels.
This announcement includes forward-looking statements which include statementsregarding the Company's business strategy, financial condition, profitability,results of operations and market data, as well as other statements that arenothistorical facts. Words such as "believe," "anticipate," "plan," "expect,""target," "estimate," "project," "predict," "forecast," "guideline," "should,""aim," "continue," "could," "guidance," "may," "potential," "will," as well assimilar expressions and the negative of such expressions are intended toidentify forward-looking statements, but are not the exclusive means ofidentifying these statements. By their nature, forward-looking statements aresubject to numerous factors, risks and uncertainties that could cause actualoutcomes and results to be materially different from those projected. Readersare cautioned not to place undue reliance on these forward-looking statements.Except for any ongoing obligation to disclose material information as requiredby the applicable law, the Company does not have any intention or obligationtopublicly update or revise any forward-looking statements after it distributesthis announcement, whether to reflect any future events or circumstances orotherwise.
This is not a prospectus but an advertisement and investors should notsubscribefor or purchase any securities or make any investment decisions referred toherein except on the basis of information contained in the prospectus issuedbythe Company. The prospectus will be published and made available on theCompany's website www.sentiagruppen.com.
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