Low & Bonar Acquries Texiplast
Low & Bonar, the international performance materials group with leading positions in niche industrial markets, is pleased to announce that it has agreed to acquire Texiplast, a Slovakian producer of high strength geosynthetic products serving the civil engineering market (the "Acquisition"), for a net cash payment of approximately €18.9m (£16.0m) on a debt-free basis. The Acquisition is expected to complete later today following the transfer of funds and provision of certain documents relating to the Acquisition, at which time the Company expects to make a further announcement.
In addition, Low & Bonar today announces the placing of 29,626,000 new Ordinary Shares of 5 pence each (the "Ordinary Shares") in the capital of Low & Bonar (the "Placing Shares") at a price of 69 pence per Placing Share (the "Placing Price") raising £20.4m (approximately £19.8m net of expenses) (the "Placing"). The Placing Price is at a discount of 2.5 per cent. to the closing middle market price per Ordinary Share on 5 September 2013, the latest date prior to this announcement (the "Announcement"). The Placing is being underwritten by Numis Securities Limited ("Numis").
· Texiplast, founded in 1938, is a manufacturer of soil reinforcement, separation, filtration and erosion control products.
· Under the terms of the Acquisition, Low & Bonar has agreed to acquire Texiplast for a net cash payment of approximately €18.9m (£16.0m), on a debt-free basis.
· For the year ended 31 December 2012, the Texiplast business generated revenues of €12.7m and EBITDA of €3.1m.
· The Acquisition is consistent with the stated strategy of the Low & Bonar group (the "Group"), as it:
- enables Low & Bonar to become a more integrated provider of solutions for civil engineering projects;
- provides opportunities for organic growth through organisational investment to leverage and expand Texiplast's product range and reach; and
- provides the Group with improved access to Texiplast's principal Central and Eastern European markets.
· The Acquisition and Placing are expected to be earnings neutral in the year to 30 November 2014 and accretive thereafter (1).
· The placing of new Ordinary Shares (representing approximately 9.99 per cent. of Low & Bonar's existing issued share capital) at a price of 69 pence per new Ordinary Share to raise gross proceeds of £20.4m (approximately £19.8m net of expenses).
· The proceeds of the Placing will fund the Acquisition and enable the Group to continue to pursue its growth ambitions.
· Certain of the directors of the Company have subscribed for in aggregate 212,102 Placing Shares.
· It is expected that admission of the Placing Shares to the Official List will become effective, and dealings in the Placing Shares will commence, on 11 September 2013.
Steve Good, Group Chief Executive, commented:
"Texiplast is an exciting "bolt-on" acquisition which is aligned to our strategy and highly complementary to our activities in the Civil Engineering sector. The Placing funds the Acquisition and provides flexibility to support further growth."