Acquisition of Film & Foil Solutions Limited

RNS Number : 2667K

Coral Products PLC

04 May 2022

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (MAR) as in force in the United Kingdom pursuant to the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service (RIS), this inside information is now considered to be in the public domain.

Coral Products plc

(the "Company", the "Group" or "Coral")

Acquisition of Film & Foil Solutions Limited

Issue of Equity

Coral Products plc, a specialist in the design, manufacture and supply of plastic products based in Wythenshawe, Manchester, is pleased to announce that it has today acquired the entire issued share capital of Film & Foil Solutions Limited ("F&F") from two private individuals (the "Vendors") for a consideration of 3,000,000 (the "Acquisition"), subject to adjustment as set out below.

The consideration will be applied as follows:

· £1,348,760 in cash on completion, subject to any adjustment on preparation of completion accounts

· £750,000 to be satisfied through the issue of shares in the Company at the mid-market price on 29 April 2022 of 15.5p ("Consideration Shares"). Such Consideration Shares will be settled from the shares held by the Company in treasury, and a further announcement will be made when that occurs. The Consideration Shares will also be the subject of a twelve-month lock in period during which time the shares cannot be sold or transferred;

· £566,240 further cash payment, to be held in escrow against a contract dispute, and to be released to the Vendors on a pound for pound basis on settlement; and

· £335,000 further cash payment to be held in escrow against an insurance claim submitted by F&F which is to be released to the Vendors on a pound for pound basis provided that a minimum settlement amount from such claim is achieved.

The cash consideration for the Acquisition is being satisfied from the Group's existing resources, but as set out above, the cash consideration may be adjusted (requiring a payback to Coral) under the sale and purchase agreement following the preparation of Completion Accounts if the net asset value is lower than an agreed minimum target. Further announcements will be made if this occurs.

About Film and Foil Limited

Film & Foil are a leading converter and supplier of flexible packaging film, print lamination film and speciality plastics, paper and aluminium foils owned and controlled by Ian Hillman and Brian Farrell.

The F&F team will remain as employees of the Group; and the Company may appoint one of the current F&F team to the board in due course, further updates will be made at that time if that progresses. 

Executive Chairman, Joe Grimmond, said: "This acquisition reinforces our focus on niche, specialist operators in the plastics sector. F&F brings to the Group another range of skills and market opportunities. The Company struggled following a fire in their manufacturing facility in 2019 but the Directors believe that with this transaction, the F&F management team can once again concentrate their efforts in growing the business.

The Board anticipates that the acquisition will be earnings enhancing in its first year."

As per the unaudited financial statements for the year ended 31 December 2020, F&F reported net assets of £3.37m; sales of 10.1million, and profit before tax of £61,000. For the full year ended 31 December 2021, F&F is forecasting a loss before tax of £174k but an underlying profit of £541k (after one off adjustments).

Pursuant to the terms of the share purchase agreement, the Vendors have also given standard warranties and indemnities in favour of the Company.

For more information on Coral and Film & Foil, please visit the following websites:

www.coralproducts.com  

www.filmfoil.com

ENQUIRIES :

Coral Products plc

Joe Grimmond, Executive Chairman     Tel: [phone]

WH Ireland, Nominated Adviser and Broker      Tel: [phone]

Katy Mitchell

Darshan Patel

Megan Liddell

Capital Markets Consultants Limited   Tel: [phone]

Richard Pearson 

 

END

 

 

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