Acquisition & Trading Update

Elementis PLC 22 April 2004 22 April 2004 Elementis plc ('Elementis') Proposed acquisition of Sasol Servo B.V. ('Servo') and current trading update Highlights • Elementis, through a wholly owned subsidiary, has entered into an agreement with a wholly owned subsidiary of Sasol Limited to acquire, on a debt-free and cash-free basis, the entire issued share capital of Servo for a purchase price of approximately €48.5 million in cash. • Elementis will also benefit from net proceeds of approximately €4.25 million due to Servo from the unwinding of an historical joint venture which will occur at the same time as completion of the Acquisition. • The Directors believe that the Acquisition should accelerate future revenue and earnings growth in Elementis Specialties and will be earnings enhancing for the Elementis Group from the date of Completion(1) before any benefit from synergies. • The complementary nature of Servo's businesses with Elementis Specialties' existing rheology and surface chemical additives business will broaden the range and performance characteristics of Elementis Specialties' product offering and extend its innovation capabilities. • The Acquisition will be funded in cash from Elementis' existing committed multi-currency revolving credit facility. • For the year ended 30 June 2003, the Servo Group had turnover of €107.9 million (2002: €122.0 million) and EBITDA of €8.6 million (2002: €6.6 million). • Elementis currently anticipates that first half results for 2004 will show higher US dollar sales but that operating profit will be significantly impacted by volume and product mix pressures in Elementis Chromium and inflationary cost pressures and the effect of a weaker Euro against Sterling, across all businesses. Given current market trends it is anticipated that an improvement in operating profit performance is likely to be evident in the second half. The Acquisition is conditional, amongst other things, on the approval of Elementis' Ordinary Shareholders. A circular and notice convening an extraordinary general meeting will be posted to Ordinary Shareholders shortly. Geoff Gaywood, Chief Executive of Elementis, commented: 'Acquisition is a key element of our growth strategy for Elementis Specialties. The acquisition of Servo will broaden the range of products offered to existing markets, open access to new markets, expand manufacturing capabilities and considerably extend the range of technologies available to accelerate innovation. This is a deal with considerable upside potential for Elementis.' Commenting on the sale, Pieter Cox, deputy chairman and chief executive of Sasol, said: 'This transaction is consistent with our stated commitment to divest of any non-core chemical assets at values that reflect the interests of our shareholders. This disposal will assist Sasol in focusing on areas where we can add the most value to our shareholders.' Elementis is hosting an analyst and investor presentation via conference call to discuss the Acquisition at 08:30 (British Summer Time) today. The dial in number for the conference call is +44 (0) 1452 541 076. The presentation will be available on www.elementis.com. (1) Ordinary Shareholders should not infer from this statement that earnings will necessarily be greater for the Company in the current financial year than during the last financial year. Enquiries: Elementis plc - 01784 227000 Geoff Gaywood (Group Chief Executive) Brian Taylorson (Group Finance Director) Hilary Reid Evans (Head of Investor Relations and Corporate Communications) Deutsche Bank AG London - 020 7545 8000 Jeremy Lucas Martin Copeland Cazenove & Co. Ltd - 020 7588 2828 Malcolm Moir Hoare Govett Limited - 020 7678 8000 Andrew Chapman Brunswick Group LLP - 020 7404 5959 Andrew Fenwick Wendel Carson Deutsche Bank, which is regulated by the Financial Services Authority for the conduct of designated investment business in the UK, is acting exclusively for Elementis plc and for no one else in connection with the Acquisition and will not be responsible to anyone other than Elementis plc for providing the protections afforded to customers of Deutsche Bank or for providing advice in relation to the Acquisition. Cazenove & Co. Ltd and Hoare Govett Limited, which are regulated in the United Kingdom by the Financial Services Authority are acting as brokers to Elementis plc and no one else in connection with the Acquisition and will not be responsible to anyone other than Elementis plc for providing the protections afforded to clients of Cazenove & Co. Ltd and Hoare Govett Limited or for providing advice in relation to the Acquisition. This summary should be read in conjunction with the full text of the attached press release. 22 April 2004 Elementis plc ('Elementis') Proposed acquisition of Sasol Servo B.V. ('Servo') and current trading update Introduction The Directors of Elementis today announce that Elementis B.V., a wholly owned subsidiary of Elementis, has entered into an agreement with Sasol Surfactants, a wholly owned subsidiary of Sasol Limited, to acquire, on a debt-free and cash-free basis, the entire issued share capital of Servo for a purchase price of approximately €48.5 million in cash. In addition, Elementis will benefit from net proceeds of approximately €4.25 million due to Servo from the unwinding of an historical joint venture. In view of the relative size of Servo by comparison to Elementis the Acquisition is conditional, amongst other things, on the approval of Elementis' Ordinary Shareholders. A circular and notice convening an extraordinary general meeting will be posted to Ordinary Shareholders shortly. Strategic rationale for the Acquisition Elementis is a global specialty chemicals company comprising four separate businesses: Elementis Specialties, Elementis Pigments, Elementis Chromium and Elementis Specialty Rubber (Linatex). In total, Elementis employs more than 2,000 people at over 40 sites in North America, Europe, the Asia Pacific region and Africa. Elementis' stated growth strategy is to transform its business into a leading global specialty chemicals company. To achieve this goal, the Elementis management team is targeting four key strategic objectives: achieving step change improvement in financial performance; maintaining and building on sector leadership in the respective businesses' target markets; capturing inter-business synergies to achieve top quartile excellence in all operations and processes; and the expansion of technology platforms to drive growth. In addition, particular emphasis has been placed on targeting selective acquisitions to complement and generate synergies with the product portfolio and operations of Elementis Specialties. Having identified the Acquisition as a key strategic opportunity for Elementis Specialties, the Directors believe that it will represent a significant step towards Elementis' goal of becoming a leading global specialty chemicals company. The key reasons for recommending the Acquisition are: • that the Directors believe the Acquisition should accelerate future revenue and earnings growth in Elementis Specialties; • the complementary nature of Servo with Elementis Specialties' existing rheology and surface chemical additives business, which will broaden the range and performance characteristics of Elementis Specialties' product offering to its customers; • the provision of an important new product and knowledge base in the area of surfactant development and manufacture to Elementis Specialties which the Directors anticipate will be beneficial to Elementis Specialties' innovation capabilities; • the addition of Servo's well-invested and versatile manufacturing facilities in Delden, The Netherlands, which are not currently fully utilised, will augment the capacity and flexibility of Elementis' European manufacturing capability; • that the Directors believe the Acquisition will be earnings enhancing for the Elementis Group from the date of Completion(2) before any benefit from synergies; and • that the Directors believe that combining Servo with Elementis' existing businesses will create further benefits for the Enlarged Group including: • the provision of a broader product offering to existing customers and customers in new markets; • stable long term manufacturing arrangements, particularly in oilfield chemicals; • a broader innovation platform; • cost savings from reorganisation and rationalisation across the Enlarged Group; and • raw material cost savings through purchasing in greater scale. Summary information on Servo Servo has strong European market positions in coatings additives and is a leading manufacturer in the field of specialty surfactants. Servo was founded in 1926 in Delden, The Netherlands where it has its headquarters and primary manufacturing site. Servo also has operations at Plainsfield, New Jersey, USA and in Mexico and Italy through its associated companies. Servo is owned by Sasol Surfactants having been acquired by Sasol as part of its acquisition of RWE-Dea's chemicals business in February 2001. However, Sasol has determined that, as a primarily specialty chemicals focused business, Servo is not core to Sasol's more commodity focused surfactants business. For the year ended 30 June 2003, the Servo Group had turnover of €107.9 million (2002: €122.0 million), EBITDA of €8.6 million (2002: €6.6 million) and net assets of €27.3 million (2002: €27.0 million)(3). Servo has three core business areas: coating additives, chemicals and specialty surfactants (including oilfield chemicals) and pulp and paper chemicals. Coating additives Servo's coating additives business manufactures a range of more than 65 products for the coatings industry including dispersing agents, thickeners, antifoamers, paint driers and antiskinning agents. In particular, Servo's coating additives business focuses on the water-based architectural coatings segment. These products are marketed globally under well-known brand names including NUODEX, NUOSPERSE and EXKIN with a particular emphasis on sales of these products in Europe. For the year ended 30 June 2003, the coating additives business had sales of some €42.6 million. Chemicals and specialty surfactants Servo's chemicals and specialty surfactants business produces a variety of specialty chemicals and surfactants targeting a broad range of industries. The business enjoys long-standing commercial relationships with several major household product customers. In addition, Servo has a long-term manufacturing and supply agreement for oilfield chemicals with Champion-Servo. With effect from Completion, this agreement will be replaced by a new manufacturing and supply agreement which the Directors consider to be overall on no less favourable terms than the existing manufacturing and supply agreement (as described below in the paragraph headed 'Arrangements with Champion'). For the year ended 30 June 2003 the chemicals and specialty surfactants business had sales of some €54.8 million, which included oilfield chemicals sales of some €10.3 million. Pulp and paper chemicals Servo's pulp and paper chemicals business supplies specialty chemicals to the pulp and paper industries. For the year ended 30 June 2003 the pulp and paper business had sales of some €10.5 million, primarily in Europe. Integration Servo has been operated as a standalone business by Sasol Surfactants and as a result has an experienced management team running the operational side of its business. Elementis intends to integrate Servo fully following a similar integration plan to that successfully adopted in the OxyChem Acquisition. Following Completion, Elementis, in conjunction with Elementis Specialties and the Servo Group's business, will conduct a thorough review of the Enlarged Group to determine the optimum deployment of assets and personnel, which will then be implemented as soon as possible. It is currently envisaged that Servo will be integrated into the Elementis Specialties' business unit, retaining the Servo product brands where it is deemed commercially prudent to do so. Servo's primary manufacturing facility in Delden, The Netherlands will form a key part of Elementis Specialties' European manufacturing operations. The Directors believe that the rationalisation and consolidation in Elementis Chromium, achieved following the OxyChem Acquisition, clearly demonstrates Elementis' ability to achieve post-acquisition integration cost savings and to realise economies of scale. Principal terms of the Acquisition Elementis B.V., a wholly owned subsidiary of Elementis, has entered into a conditional agreement to acquire, on a debt-free and cash-free basis, the entire issued share capital of Servo. The purchase price payable to Sasol Surfactants is approximately €48.5 million in cash and is subject to a completion adjustment to reflect the net working capital and net debt of the Servo Group at Completion. The Acquisition is conditional, amongst other things, upon certain regulatory approvals, the completion of the sale of Servo's stake in Champion-Servo and the approval of Elementis' Ordinary Shareholders. It is anticipated that Completion will take place around the end of the Company's financial half year. As part of the Acquisition, Servo will enter into commercial arrangements with certain members of the Sasol Group which are expected to be beneficial to the developments of the Enlarged Group's businesses in the future. Arrangements with Champion Servo has agreed to sell its 28% interest in Champion-Servo to a member of the Champion Group, at the same time as Completion. Servo will retain the consideration from this transaction which will result in a net benefit for Elementis, as the acquiror of Servo, of approximately €4.25 million comprising approximately €1.75 million in cash and approximately €2.5 million in the form of a loan note guaranteed by Champion. As part of the formation of the Champion-Servo joint venture, Servo entered into a long-term manufacturing and supply agreement with Champion-Servo. With effect from Completion, the existing manufacturing and supply agreement will cease to have effect and Servo will instead have the benefit of a new long-term manufacturing and supply agreement with Champion-Servo which the Directors consider will be overall on no less favourable terms than the existing manufacturing and supply agreement. Under this new agreement, Servo will be Champion's sole supplier for certain oilfield chemical products in the agreed Territory. The manufacture of oilfield chemicals will therefore continue to represent an important part of Servo's chemicals and specialty surfactants division. Financing the Acquisition Taking into account the net benefit of approximately €4.25 million to Elementis arising from the sale of Servo's stake in Champion-Servo, the total net cost of the Acquisition (including estimated associated transaction expenses) will be approximately €47.5 million. The Acquisition will be funded through Elementis' recently renewed committed multi-currency revolving credit facility established with a syndicate of banks led by The Royal Bank of Scotland plc. Current trading and prospects Elementis During the first three months of 2004, sales in US dollars have moved ahead by approximately 6.5 per cent versus the same period last year. It is currently anticipated that operating profit at the half year will be significantly impacted by volume and product mix pressures in Elementis Chromium and inflationary cost pressures and the effect of a weaker Euro against Sterling, across all businesses. Given current market trends it is, however, anticipated that an improvement in operating profit performance is likely to be evident in the second half of 2004. Specialties Elementis Specialties' sales in US dollars in the first three months of 2004 have shown good growth when compared to the same period in 2003, reflecting growth in all major market sectors and geographies. The critical North American coatings market has shown signs of a modest improvement in base demand. The performance of Elementis Specialties for 2004 will depend heavily on the strength of the mid-year seasonal demand peak in the coatings sector and on the continued success of new product introductions. Profit improvement is being constrained by rising raw material and energy costs and ERP system start up costs, although the benefits of the latter will begin to accrue later in the year. Pigments During the first three months of 2004, Elementis Pigments has achieved continued sales growth in US dollars, particularly in the construction sector. Margins are, however, under pressure due to upward raw material, energy and scrap steel price increases. Elementis Pigments has announced price increases of around 5 per cent, effective from March onwards. Pigments profitability will be negatively impacted in 2004 by the cost of the ERP system implementation and the start-up costs of the new plant in Taicang, China, with the benefits expected to be realised from 2005 onwards. Chromium As a result of the 10-15% phased price increase announced in December 2003, chromium chemicals prices have moved ahead in the first three months of 2004 from the lows reached in the fourth quarter of 2003, albeit with considerable variability and some volume losses. Most of the volume lost as a result of the de-registration of the arsenic-based wood preservative CCA has been replaced with new, but lower margin, business. Consideration of a chromium-based alternative to CCA by the US environmental protection agency is ongoing. The premium aerospace, refractory and pigment markets are showing signs of recovery and fixed costs are continuing to trend downwards. Elementis anticipates that further market capacity rationalisation will occur during 2004, in particular in the Far East. With market indicators positive, further price increases will take place in July. Rising cost pressures, however, on freight, raw materials and energy and the weakening of the Euro are putting continued pressure on margins. Elementis currently anticipates that Elementis Chromium will show a modest loss in the first half of 2004 and that a recovery in operating profit in Chromium as a result of overall market trends is likely to become evident in the second half of the year. Specialty Rubber Specialty Rubber has continued to show strong sales growth during the first three months of 2004, driven by expansion of its core businesses and demand growth in South Africa and Asia. Focus on emerging geographical markets is expected to sustain future growth and prices are being increased. As previously stated, ERP implementation costs and higher raw material prices are expected to impact operating profit as the year progresses. Servo Despite significant growth in operating profit since the financial year ended 30 June 2001, the Servo Group has been affected over the period since 30 June 2003 by disruption to its business caused by the sale process, lower than anticipated orders received from Champion-Servo (which Servo's management attribute in part to the sale process) and the strengthening of the Euro against the US dollar. Other exceptional factors affecting the Servo Group's performance over that period include a one-off charge in relation to severance pay to the former Servo Managing Director as well as an increased allocation by Sasol Surfactants of central management charges. Primarily as a result of these factors, Servo's operating performance for the period since 30 June 2003 to date is not expected to reach the levels of the equivalent period last year. However, the Directors are confident of enhancing the trading performance of Servo as part of the Enlarged Group in Elementis' current financial year. The Directors believe that this will be achieved by revenue enhancing measures, including removing uncertainty as to the business' future, increasing sales to Champion under the new manufacturing and supply agreement and by a reduction in costs. The Enlarged Group In summary, the Directors believe that in the future they and their management team will be able to progress further the trading performance of the Enlarged Group and see good opportunities to invest in, and to build upon, the respective strengths of each business in the Enlarged Group. Other A circular providing further details of the Acquisition and convening an extraordinary general meeting will be posted to Ordinary Shareholders shortly. It is anticipated that Completion will take place around the end of the Company's financial half year. Elementis is being advised on the Acquisition by Deutsche Bank. Cazenove & Co. Ltd and Hoare Govett Limited are acting as brokers to Elementis. (2) Ordinary Shareholders should not infer from this statement that earnings will necessarily be greater for the Company in the current financial year than during the last financial year. (3) On 20 April 2004, Servo signed an agreement to sell its 28% shareholding in Champion-Servo to Champion. The financial statements of the Servo Group have been qualified by KPMG LLP in respect of the financial information relating to the investment in Champion-Servo which will be included in the circular to be sent to Ordinary Shareholders. Enquiries: Elementis plc - 01784 227000 Geoff Gaywood (Group Chief Executive) Brian Taylorson (Group Finance Director) Hilary Reid Evans (Head of Investor Relations and Corporate Communications) Deutsche Bank AG London - 020 7545 8000 Jeremy Lucas Martin Copeland Cazenove & Co. Ltd - 020 7588 2828 Malcolm Moir Hoare Govett Limited - 020 7678 8000 Andrew Chapman Brunswick Group LLP - 020 7404 5959 Andrew Fenwick Wendel Carson Deutsche Bank, which is regulated by the Financial Services Authority for the conduct of designated investment business in the UK, is acting exclusively for Elementis plc and for no one else in connection with the Acquisition and will not be responsible to anyone other than Elementis plc for providing the protections afforded to customers of Deutsche Bank or for providing advice in relation to the Acquisition. Cazenove & Co. Ltd and Hoare Govett Limited, which are regulated in the United Kingdom by the Financial Services Authority are acting as brokers to Elementis plc and no one else in connection with the Acquisition and will not be responsible to anyone other than Elementis plc for providing the protections afforded to clients of Cazenove & Co. Ltd and Hoare Govett Limited or for providing advice in relation to the Acquisition. DEFINITIONS In this announcement, the following expressions shall have the following meanings, unless the context otherwise requires: 'Acquisition' means the proposed acquisition by a wholly owned subsidiary of Elementis of Servo on the terms and subject to the conditions set out in the Acquisition Agreement; 'Acquisition Agreement' means the share sale and purchase agreement dated 21 April 2004 and made between, Elementis B.V., a wholly owned subsidiary of Elementis, and Sasol Surfactants, being a wholly owned subsidiary of Sasol; 'Board' or 'Directors' means the directors of Elementis; 'Champion' means Champion Technologies Inc., a corporation incorporated in Texas, the United States of America; 'Champion Group' means Champion and its subsidiary undertakings; 'Champion-Servo' means Champion-Servo B.V., a company incorporated in The Netherlands; 'CCA' means Chromated Copper Arsenate; 'Company' or 'Elementis' means Elementis plc, a company incorporated in England and Wales; 'Completion' means completion of the Acquisition; 'Deutsche Bank' means Deutsche Bank AG London; 'EBITDA' means earnings before interest, tax, depreciation and amortisation; 'Elementis Chromium' means Elementis' chromium business division; 'Elementis Group' means Elementis and its subsidiary undertakings; 'Elementis Pigments' means Elementis' pigments business division; 'Elementis Specialties' means Elementis' specialties business division; 'Elementis Specialty Rubber' means Elementis' specialty rubber business primarily carried on under the name 'Linatex'; 'Enlarged Group' means the Elementis Group as enlarged following completion of the Acquisition; 'ERP' means enterprise resource planning; 'Ordinary Shareholders' means holders of Ordinary Shares; 'Ordinary Shares' means ordinary shares of 5 pence each in the capital of Elementis; 'OxyChem Acquisition' means the acquisition by a member of the Elementis Group in December 2002 of Occidental Chemical Corporation's chromium chemicals business; 'RWE-Dea' means RWE-Dea Aktiengesellschaft fur Mineraloel und Chemie, a stock corporation incorporated in the Federal Republic of Germany; 'Sasol' means Sasol Limited, a company incorporated in the Republic of South Africa; 'Sasol Group' means Sasol and its subsidiary undertakings; 'Sasol Servo' or 'Servo' means Sasol Servo B.V., a company incorporated in The Netherlands; 'Sasol Surfactants' means Sasol Olefins & Surfactants GmbH, a company incorporated in the Federal Republic of Germany, being a wholly owned subsidiary of Sasol and the sole shareholder of Sasol Servo; 'Servo Group' means Servo and its subsidiary undertakings; and 'Territory' means the geographical area of the world between 30 degrees west longitude and 180 degrees east longitude except the Sakhalin Islands and, only with respect to products used in the refining business, the Republic of South Korea. -------------------------- Note: NUODEX, NUOSPERSE and EXKIN are all registered trademarks. This information is provided by RNS The company news service from the London Stock Exchange

Companies

Elementis (ELM)
UK 100

Latest directors dealings