Ad hoc announcement pursuant to Art. 53 LR

R&S Group publishes annual report 2023 with strong sales and record profitability and confirms good start into 2024 with high cash conversion

Sissach/BL, Switzerland, 17 April 2024 – R&S Group Holding AG (SIX: RSGN) today published its inaugural annual report as a publicly listed company, wherein the Group reports on the significant milestones achieved in 2023, not least of which were record sales growth and profitability. The Group confirms its outlook for 2024 and its mid-term targets. The Sustainability report also published today outlines R&S Group’s progress and ambitions towards environmental, social and governance measures as contributors to long-term value creation.

Strong operational result turning into remarkable cash conversion
As a result of the higher earnings and successful measures to manage working capital, cash flow from operations in 2023 improved to a record CHF 38 million and free cash flow (FCF) of CHF 33.3 million represents strong 15.3% of net sales. The net financial position of CHF 6.7 million at year end was further improved during the first quarter to CHF 13.4 million as of 31 March 2024 thanks to continued good cash conversion. This provides flexibility for further operational and strategic initiatives.

The high cash inflow allowed a first partial amortization of CHF 2.5 million of the bank loan raised in connection with the initial business combination and stock exchange listing in December 2023.

Financial results 2023 and dividend proposal
Key figures for the full year (FY) 2023 have already been released previously, such as adjusted sales of CHF 201.6 million, up 40% on an organic basis, order intake of CHF 245.0 million (corresponding to a book-to-bill ratio of 1.2), a record order backlog of CHF 185.7 million, an adjusted operating result EBIT of CHF 37.5 million, equivalent to an EBIT margin of 18.6% and an adjusted profit after tax of CHF 28.9 million, equivalent to earnings per share of CHF 1.00.

Based on the strong results, the Board of Directors proposes to the Annual General Meeting (AGM) on 28 May 2024 a dividend of CHF 0.25 per share out of capital contribution reserves.

Proposal for a capital band
With a view to the R&S Group's strategy to also grow by acquisitions, the Board of Directors also proposes to the AGM to create a capital band between 95% and 120% of its current capital and the power to exclude pre-emptive rights for the purpose of acquisitions of up to 20%. For all other reasons that allow the exclusion of pre-emptive rights of shareholders, the Board of Directors proposes a power to exclude pre-emptive rights of up to 10%.

Heinz Kundert, Chairperson of R&S Group, states: «Creating a capital band shall provide R&S Group with the desired flexibility to pursue future growth opportunities which may also include inorganic growth. We will carefully handle the potential exclusion of pre-emptive rights by providing limits with the intention to ensure that shareholders’ rights shall be preserved. We are convinced that creating a capital band for flexibility will even increase the value creation potential of R&S Group.»

Sustainability
R&S Group because of its business model is inherently close to sustainability. The Group contributes to achieving ESG targets in areas such as reducing greenhouse gas emissions through its highly efficient products that enable the transition to renewable energies and make power delivery more efficient. The Group also strives to improve its internal environmental performance in areas such as raw material, energy consumption and its circular economy approach. At the same time, measures to create value for communities and providing employees with development opportunities and a positive work environment are also pursued. Finally, R&S Group is committed to engaging in open dialog with all stakeholders and to providing simple and transparent targets on which our progress can be measured. The commitment to sustainability is presented more comprehensively in a separate repor

¹ without figures of plant in Czech Republic (SERW), which was divested on 5 December 2023
² adjusted for figures of divested plant in Czech Republic (SERW)
³ adjusted for MCHF 9.5 loss from sale of SERW including disposed net assets of MCHF 4.0 and recycling of historic goodwill of SERW in the amount of MCHF 5.5 included in «Other Operating Expenses»
⁴ adjusted for MCHF 9.5 loss from sale of SERW (see footnote 2) and non-operating listing costs from initial business 
  combination of MCHF 8.0
⁵ defined as cash and equivalents less (interest-bearing) short- and long-term liabilities
⁶ including MCHF 38.7 financial debt of R&S Group Holding AG (former VT5)
⁷ proposal of the Board of Directors to the AGM on 28 May 2024

Documentation
The annual report 2023 including the governance report, the compensation report and the full financial statements of R&S Group as well as the statutory statements of R&S Group Holding AG can be found here: https://ir.the-rsgroup.com/annual-semi-annual-reports/

The sustainability report is ready for download under this link

A presentation for investors, analysts and financial media will take place later today. The documentation is available here https://ir.the-rsgroup.com/presentations/

If you would like to participate in the physical event in Zurich, please register with: investors@the-rsgroup.com or under phone +41 79 410 81 88.
 

About R&S Group
R&S Group Holding AG (“R&S Group”, the “company”) is headquartered in Sissach/BL, Switzerland. With six manufacturing facilities in Switzerland, Italy, Poland and the Middle East, R&S Group serves its domestic and various European export markets with small and medium power and distribution transformers in the utility, infrastructure and industrial sectors. The company has been successfully positioned to benefit from the accelerating demand for energy production and distribution, driven by the global trend towards decarbonization. R&S Group has been listed on SIX Swiss Exchange on 13 December 2023 under the ticker symbol RSGN following its successful business combination with VT5 Acquisition AG, a previously Swiss-listed Special Purpose Acquisition Company (SPAC).

Further information about the R&S Group can be found at www.the-rsgroup.com.

Disclaimer
This communication expressly or implicitly contains certain forward-looking statements concerning R&S Group Holding AG and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of R&S Group Holding AG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. R&S Group Holding AG is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.