FOR IMMEDIATE RELEASE 1 SEPTEMBER 2005
CHEMRING GROUP PLC ACQUIRES
UK ENERGETIC MATERIALS BUSINESS
Chemring Group PLC ('Chemring') announces that it has acquired the entire
issued share capital of Troon Investments Limited ('Troon') for a cash
consideration of £22 million. The vendors were Inabata UK Limited, Mr Michael
Parker and Mr Charles Tuchel.
Description of the business and reasons for the acquisition
Troon, based in Ardeer, Scotland, manufactures and supplies a range of
pyrotechnic and propellant devices, rocket motors and demolition stores under
the trading name 'Nobel Energetics'.
In the year to 31 December 2004, the sales of the Troon business were £11.4
million and the profit before tax was £3.2 million. At 31 December 2004, Troon
had net assets of £2.6 million. At 31 August 2005, Troon had gross assets of £
3.3 million. Troon is on track to deliver a strong performance in its current
financial year, and will make a small contribution to Chemring's results for
the year ending 31 October 2005. The acquisition is expected to materially
enhance Chemring's earnings in the first full financial year post-completion.*
Troon's range of products is complementary to those currently produced by
Chemring's existing Energetics Materials division. This division now has
operations in the UK (Derby and Ardeer), the US, Spain and Australia, and as
previously announced, conditional agreement has also been reached to acquire
the Comet business in Germany.
The existing management team will remain in place at Troon.
Principal terms of the acquisition
The consideration of £22 million was paid in cash, utilising increased bank
facilities. The consideration is subject to adjustment depending on the net
assets of Troon at completion. It is anticipated that, following fair value
adjustments by Chemring, the net assets of Troon will be valued in excess of £
10 million. Chemring will not assume any liability for the accrued pension
benefits of the Troon employees under the final salary pension scheme in which
Troon participated prior to the acquisition.
Commenting on the acquisition, David Price, Chief Executive of Chemring, said:
'The acquisition of Troon substantially enhances our position in the military
energetic materials market. Troon has an excellent track record and its current
order book exceeds £26 million. It significantly extends our range of high
explosive, missile motor technology, and initiator products. The business has
several significant long-term contracts, which will underpin its performance
over the next few years, including the 'NLAW' missile motor contract, which
will reach full scale production in the near future.
Troon's recent focus has been the UK military market. Expansion of the business
into the global defence market, as an integral part of the Chemring Group's
international activities, will provide substantial growth opportunities.
This acquisition represents a fundamental step in our energetic materials
strategy. With the inclusion of Troon in our portfolio, the projected turnover
of Chemring's Energetic Materials division will now be in excess of £50
million.'
Paul Rayner, Finance Director of Chemring, said:
'The acquisition price of £22 million represents an historic post-tax price
earnings multiple of approximately ten times. We have funded the acquisition
utilising new term loan facilities with Bank of Scotland, and whilst the
acquisition will increase gearing in the short term to approximately 85%, the
cash generated by the enlarged group will reduce gearing levels during 2006.'
* This statement should not be taken to mean that the earnings per share of
Chemring will necessarily match or exceed the historical reported earnings per
share of Chemring and no forecast is intended or implied.
Note to editors:
* Approximately 80% of Troon's sales are to the defence industry. Products
used directly by the armed forces are sold to the UK Ministry of Defence
which is the largest customer. Other customers include Thales, BAE Systems
and Martin Baker for products which are sub-components of larger
assemblies.
For further information:
Dr David Price Chief Executive, Chemring Group PLC 01489 881880
Paul Rayner Finance Director, Chemring Group PLC 01489 881880
Rupert Pittman Cardew Group 0207 930 0777
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
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Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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