Completion of Acquisition
Embargoed: 0700hrs 14 October 2004
Avingtrans plc
(the 'Company')
Completion of reverse acquisition of Metalcraft and readmission of shares to
Aim
Further to the announcement on 15 September 2004, the Avingtrans plc board is
pleased to announce that the acquisition of Stainless Metalcraft (Chatteris)
Limited ('Metalcraft') has been completed.
Avingtrans plc also announces that, following the completion of the acquisition
of Metalcraft all of the Company's shares, being 14,626,086 ordinary shares of
5p each, are today readmitted to trading on AIM.
It was announced on 15 September 2004 that Avingtrans had agreed terms to
acquire Metalcraft from Ferraris Group plc for a total consideration of £8.1
million. The acquisition was financed through an institutional placing by
Bridgewell of 6,666,667 shares at a placing price of 60 pence per share, which
raised £4 million (before expenses) and through additional debt facilities,
which were provided by HSBC.
In addition, Avingtrans announced simultaneously an open offer, made to
qualifying shareholders on the basis of 1 new ordinary share for every 10
ordinary shares held at a price of 60 pence per share. Qualifying Shareholders
were also able to apply for an excess of their pro rata entitlement. It was
announced on 11 October that qualifying shareholders had subscribed for 545,615
ordinary shares, being 77.4% of the new ordinary shares offered under the open
offer, raising £0.3 million, which proceeds will be applied towards the working
capital requirements of the enlarged group.
The acquisition of Metalcraft represents the continuation of the strategy of
the Board of Avingtrans of growth through the acquisition of companies that are
involved in areas related to precision engineering. The Board continues to
actively seek acquisition targets, which they believe have a strong presence
within a growing market sector, which have a track record of profitability and
have a strong asset backing. The acquisition of Metalcraft follows the
acquisitions of the spindle business of Boneham & Turner Limited in August 2003
and the acquisition of Crown (UK) Limited in May 2004. Crown manufactures
housings and stands for roadside speed cameras and gantry and trackside poles
for railway signalling.
Background on Metalcraft
Metalcraft is a producer of fabricated and machined products to major suppliers
of diagnostic imagery and the European Scientific Community. Its products are
made to a high technical specification and its customers include all of the
major suppliers to the Magnetic Resonance Imaging ('MRI') market, thereby
raising barriers to entry from potential competitors. It has a track record of
profitability and cash generation in each of the last three years and made
operating profit of £1.6 million (before non-recurring items) on turnover of £
14.7 million in the 11 months to 31 July 2004, based on unaudited management
accounts. In addition, Metalcraft has a strong asset backing and its assets
include freehold property and 13 acres of land which has been acquired at its
book value of £1.7 million and other tangible fixed assets with a book value of
£2.1 million.
It is estimated that overall MRI scan volume could increase at a compound
annual growth rate of approximately 10% from 2002 to 2007 as a result of their
advantages over other methods of scanning such as CT scanning. These include
benefits to the patient in that the treatment is non-invasive, has reduced side
effects and benefits referring physicians in that images are produced more
quickly than through other methodologies.
The Enlarged Group
On an ongoing basis, Avingtrans will include four divisions, being the Jena
Group (including Boneham & Turner Spindles), C&H Precision Finishers, Crown
(UK) Limited and Metalcraft. The relative sizes of the divisions, indicated by
historical performance, are as follows:
Jena Group C&H Precision Crown (UK) Metalcraft 3
(including Finishers 1 Limited 2
Boneham &
Turner
Spindles) 1
Activity Design and Final polishing Manufacturer of Manufacturer
manufacture and specialist housings and of fabricated
precision finishing on stands for and machined
ballscrews, aeroengine roadside speed products to
supplier and turbine blades, cameras and major
service compressor gantry and suppliers of
provider of blades and trackside poles diagnostic
precision vanes for the for railway imagery and
splindles power signalling MRI
generation
industries
Revenue (£m) 4.8 0.7 2.8 14.7
Operating Profit4 0.2 0.0 0.6 1.6
(£m)
Employees 122 26 29 170
Notes:
1.Source: Management Accounts year to 31 May 2004.
2.Source: Management Accounts year to 31 December 2003.
3.Source: Management Accounts, 11 months to 31 July 2004.
4.Operating Profit stated pre goodwill charge where applicable.
Avingtrans published an Admission Document related to the acquisition of
Metalcraft on 15 September.
Trading Update
At its annual general meeting on 11 October 2004, Ken Baker, Chairman of
Avingtrans, commented:
'Group trading over the past four months has been extremely encouraging. The
acquisition of Crown in May last year has resulted in a 70 per cent. increase
in group turnover and a 47 per cent. increase in group order intake. On a like
for like basis trading in the group's subsidiaries, excluding Crown, showed an
increase of 29 per cent. in group turnover and a 27 per cent. increase in order
intake. In the first three months since Crown was acquired by the group,
trading has been ahead of forecasts.
'The acquisition of Metalcraft, which is due to complete on 13 October 2004,
will result in a further substantial increase in group activities. I am
particularly pleased with both the strategic and the financial progress that
Avingtrans has made in the past twelve months.'
Contacts:
Avingtrans plc
Ken Baker, Chairman
Steve Lawrence, Managing Director
Tel. 01159 499020
Bridgewell Limited
Greg Aldridge
Nick Lovering
Tel. 020 7003 3000
Hansard Communications
Ben Simons
Tel. 020 7245 1100