The Board of Directors of Relais Group has resolved on a directed share issue following an acquisition completed by group company Team Verkstad

Relais Group completed the acquisition of Landströms Bygg och Plåt i Gällivare via group company Team Verkstad and issued 61,604 directed consideration shares to the seller as partial payment (SEK 11.0m, converted to EUR 1,045,577.68 using a EUR/SEK rate of 10.5205). The subscription price for the consideration shares was set at EUR 16.9724 (20-day VWAP) and will be recorded in the fund for invested unrestricted equity; the new shares (≈0.3% of share capital) bring total shares to 18,497,127 and carry transfer restrictions (50% locked 12 months, 50% locked 18 months). The shares are expected to be registered ~13 Feb 2026 and listed/traded on Nasdaq Helsinki around 16 Feb 2026.

Analysis

Market structure: The share consideration (61,604 shares, ~0.3% dilution) is immaterial to capital structure but signals continued roll-up M&A by Relais (RELAIS). Winner: Relais Group (greater scale in Northern Sweden via Landströms) and Team Verkstad’s market share; losers: very small independents facing consolidation and potential local price discipline. Pricing power should tick up modestly (low-single-digit margin uplift potential) if integration saves 2–4% cost or upsells service contracts over 12–24 months.

Risk assessment: Key tail risks are integration failure, cyclical downturn in commercial vehicle demand, and concentrated counterparty/customer exposure; regulatory risk is low but not zero for serial consolidators. Time horizons: immediate impact negligible (days), short-term (weeks–months) driven by investor reaction to the share issuance/listing (16 Feb 2026) and first integration EBITDA updates, long-term (12–24 months) hinges on realized synergies and further bolt-ons. Hidden dependency: seller lock-up (50% 12 months, 50% 18 months) creates concentrated supply risk at Feb 2027 and Aug 2027.

Trade implications: Direct equity play is RELAIS with size scaled to conviction—small-cap liquidity suggests 1–3% portfolio positions, tranche into weakness. Options: use puts to cap downside into lock-up expiries; catalyst windows are 16 Feb 2026 listing, FYH1 2026 results, and lock-up expiries. Cross-asset: minimal bond/commodity impact; expect slightly higher implied volatility in RELAIS options around listing and earnings.

Contrarian angles: Consensus likely underweights the lock-up timing as a discrete supply shock—market may be complacent given only 0.3% issuance; in reality seller selling 50% at 12 months could create 0.15% free float increase concentrated into days. Historical parallels: small-scale equity-paid acquisitions in Nordic roll-ups often reprice when earn-out/lock-up cliffs hit; outcome depends on communicated KPI targets. Unintended consequence: seller as shareholder could accelerate exits or demand dividends, pressuring cash allocation.

Key Decisions for Investors

• Establish a 2% long position in RELAIS (ticker: RELAIS) in 2 tranches: 50% now if price ≤ EUR 17.50, remainder on a 5% pullback; target 20–30% absolute upside over 6–12 months, stop-loss 10% below entry.
• Buy downside protection: purchase Feb 2027 puts on RELAIS (OTM strike ~5–7% below entry) sized to cover 30–50% of the long position to hedge concentrated selling risk at 2 Feb 2027 (12-month lock-up cliff) and 2 Aug 2027 (18 months).
• Event scalp: if trading volume on or around 16 Feb 2026 exceeds 3x 30-day average and price drops >5% intraday, add a tactical 0.5% position targeting mean reversion within 2–6 weeks; conversely, trim 30–50% of holdings in the 5 trading days after any sustained >10% run-up ahead of Feb/Aug 2027 lock-up expiries.
• Avoid unhedged long exposure >3% of portfolio to Nordic commercial-vehicle aftermarket small-caps; rotate up to the sector via RELAIS and downweight broad Finnish small-cap beta by 1–2% (use OMXH small-cap exposure reduction) to limit idiosyncratic sell-off risk tied to lock-up cliffs.