Learnd SE has agreed to sell a majority stake in its UK operating subsidiary, Learnd Ltd, in a management buyout (MBO), valuing the business at £42.4 million.
The Frankfurt-listed company will sell 50.5% of Learnd Ltd to Learnd Arrow Limited, a firm controlled by former management board members John Clifford and Simon Wood.
Its Manchester-based arm operates the company’s core business in smart building technologies, delivering energy management services to cut costs and lower carbon emissions in commercial buildings
The deal will see Learnd SE receive around £9.2m from the share purchase alongside an additional £9.5m through the settlement of intra-group loans.
The transaction is subject to UK National Security and Investment Act clearance, expected by early October 2025.
In return, Learnd SE will buy back shares in the company previously held by Clifford and Wood for no consideration, other than one share each. Both will also waive outstanding bonus claims and stock options.
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The company said it plans to use the proceeds from the sale primarily to repay shareholder and acquisition loans, with the balance going towards operating costs and potential shareholder distributions.
Clifford and Wood have both stepped down from the management board, while Gisbert Rühl, formerly chair of the supervisory board, has been appointed sole member of the management board.
“Great team and a great day,” said Wood.
“Thank you to everyone who has been with us on the journey – our team, strategic partners, legal teams, people who have left and played an important role, investors, friends and my brilliant family! And my business partner of course!
“Looking forward to this next phase of learnd.”
Learned SE has seen its shares spike by over 300% in the past five days, rising from 0.76 cents to 3.04c.