Increase in Holding in NP Aer

RNS Number : 6437J

Morgan Crucible Co PLC

01 April 2010

 



THE MORGAN CRUCIBLE COMPANY PLC ("MORGAN CRUCIBLE") INCREASES ITS HOLDING IN NP AEROSPACE

Morgan Crucible is pleased to announce it will be increasing its equity stake in NP Aerospace from 60% to 70% by acquiring 10% of the ordinary share capital of the company from the management and Employee Benefit Trust for a consideration of £27.2 million. This will be paid in two tranches; £14.8 million on 1^st April 2010 and the balance on 6^th July 2010. 

The acquisition of this 10% tranche of equity is in accordance with the agreement reached with management and the Employee Benefit Trust at the end of 2008.  The £27.2 million represents a combination of:

(i)      full consideration for the 10% of share capital being acquired now, based on the agreed 7.25 x 2009 EBITDA, less debt; and

(ii)      an additional "true up" consideration in respect of the 11% acquired at the beginning of January 2009, which was originally based on the forecast results for NPA for 2009 and has been updated to reflect the actual results.

Management and the Employee Benefit Trust retain a 30% equity stake and a phased process is in place for Morgan Crucible to acquire this remaining equity in three equal annual instalments in early 2011, 2012 and 2013.  The consideration payable for the future equity purchases will continue to be based on 7.25 times prior year EBITDA less the debt of the company.

Mark Robertshaw, Chief Executive Officer of Morgan Crucible said "NP Aerospace has continued to deliver an exceptional performance, fully vindicating our decision to accelerate the acquisition of equity and to move to majority ownership at the beginning of 2009.   We continue to capitalise on the mutual benefits that NP Aerospace and the rest of the Morgan Group bring to each other in maximising the global opportunities available to us."

Information on NP Aerospace

NP Aerospace is a composite technical moulding and vehicle integration business that develops, manufactures and markets ballistic protective and other composite products in the defence and civil sectors.  It is based in Coventry, UK with approximately 300 employees and has a strong position in the UK with the Ministry of Defence.  NP Aerospace has a high degree of experience and expertise in armour systems for military vehicle protection and has been responsible for integrating a significant number of vehicle systems, including Mastiff, Ridgback and Wolfhound, used by the British Army.  In addition, NP Aerospace enjoys unique areas of application know-how in products such as personal body armour, military helmets, explosive ordnance suits and protective kits for a wide range of vehicles.   

Notes for Class 2 purposes

The total consideration to be paid by Morgan Crucible for this additional 10% of NP Aerospace is £27.2 million - £27.1 million paid in cash and £0.1 million in the form of Morgan Crucible shares.  Of this, £14.7 million of cash and £0.1 million of shares will be paid on 1^st April 2010 and the balance on 6^th July 2010.

In 2009 NP Aerospace revenues were £ 186.2 million and EBITDA £29.1 million, a margin of 15.6%.  As at 31^st December 2009 NP Aerospace had gross assets of £74.9 million.

(All the above numbers are quoted from the statutory accounts based on UK GAAP.)   

The order book for the business currently stands at approximately £55 million.

Application to List Shares

Part of the consideration to NP Aerospace management includes the allotment of 47,175 Morgan Crucible Ordinary shares and application has been made to The UK Listing Authority and The London Stock Exchange for these shares to trade on The London Stock Exchange and to be admitted to The Official List. The shares shall rank equally with the existing issued shares of the Company. Dealings in these shares are expected to commence on 7 April 2010. 

 

END

 

 

HOLSSFFEFFSSEFL