Admission to Trading on AIM

RNS Number : 5214W

Marwyn Materials Limited

12 June 2008

 



News Release                                             12 June 2008

Marwyn Materials Limited

('Marwyn Materials' or the 'Company')

Marwyn Materials Limited joins AIM

Marwyn Materials Limited (AIM: MMAT), a vehicle established to acquire controlling interests in building materials businesses, both listed and unquoted, in the UK, Europe and US, creating shareholder value through market consolidation, today announces the commencement of dealings in its Ordinary Shares on AIM. Collins Stewart Europe Limited is acting as Nominated Adviser and Broker to the Company.

The chairman of the Company is Peter Tom CBE, formerly group chief executive and later chairman of Aggregate Industries plc. The Company's chief executive is Simon Vivian, former chief executive of Hanson plc's European Building Materials business and most recently chief executive of Mowlem plc.

Admission Statistics

Number of Existing Ordinary Shares	2
Subscription Price	10 pence
Number of Subscription Shares	135,999,998
Enlarged Share Capital	136,000,000
Subscription Shares as a percentage of the Enlarged Share Capital	99.99%
Initial Gross Proceeds of the Subscription	£13,599,999.80
Estimated proceeds of the Subscription net of expenses	£13,199,999.80
Market capitalisation of the Company on Admission at the Subscription Price		£13,600,000.00

Reasons for the Subscription and Admission

Marwyn Materials was incorporated in August 2007 to acquire and manage companies and businesses in the UK and international building materials industry.  

The net proceeds of the Subscription will be used to meet general working capital requirements and to provide funds for the acquisition of minority stakes in UK and international quoted companies in accordance with the Company's stated investment strategy.

The Directors believe that Admission to AIM will have the following benefits:

• Quoted shares may be an attractive form of consideration to vendors of potential acquisition targets and will also potentially enable acquisitions to be financed by placings.

• Provide access to additional sources of finance to raise additional working capital.

• Enhancement of the Company's reputation with acquisition targets, customers and suppliers by virtue of its status as a quoted company.

• Enhancement of the Company's ability to retain and attract key staff with share incentive arrangements.

Peter Tom, chairman, said: 'As a senior management team we have extensive experience of the international building materials industry stretching back over 50 years. Having overseen the successful sales of our previous companies, and fulfilled our remaining contractual obligations, we are now free to get involved again in an industry we know well, which we enjoy and where we have generated significant value for our shareholders in the past.'

'We are interested in acquiring all types of building materials businesses and believe there is no shortage of opportunities to review. The smaller end of the market is still extremely fragmented and there are numerous private companies which want to realise value. As the market consolidates, we are also aware of several large players around the world with non-core assets which they wish to divest. There are particularly promising opportunities in the emerging markets of Europe.'  

  For further information:

Marwyn Materials Limited
Peter Tom, Chairman	Tel: [phone] Mob: [phone]
Simon Vivian, Chief Executive	Tel: [phone] Mob: [phone]
Steve Jacobs, Head of Communications	Tel: [phone]

Collins Stewart Europe Limited
Seema Paterson/Stewart Wallace/Lorraine Delannoy	Tel: [phone]
	www.collinsstewart.com

Collins Stewart Europe Limited, which is regulated by the Financial Services Authority, is acting as Nominated Adviser and Broker exclusively for the Company in connection with the arrangements described in this announcement, is not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to customers of Collins Stewart Europe Limited, or for advising any other person in connection with the arrangements described in this announcement. The responsibilities of Collins Stewart Europe Limited, as Nominated Adviser, are owed solely to the London Stock Exchange. 

A copy of the Company's Admission Document is available to view and download from the Company's website at www.marwynmaterials.com.  The Company and its focus

The Company was incorporated in August 2007 and it is intended that it will acquire and manage companies and businesses in the UK and international building materials industry.  

The Directors' intention is to acquire controlling stakes in one or more quoted or unquoted profitable businesses or companies by way of a reverse takeover and to use these as a platform for further acquisitions. The Company will need to raise additional funds for these purposes. The Company may also acquire minority stakes in UK and international quoted companies with the initial funds raised.  

The Directors believe that opportunities exist to create value for Shareholders through a properly-executed, acquisition-led strategy in the international building materials industry, focusing on the UK, Europe and the US. The Directors believe that these industries can be categorised in terms of large businesses which operate and compete in the international market and smaller businesses which operate and compete on a domestic or regional scale. The Directors believe that, whilst the UK and international building materials markets are generally well consolidated and dominated by a small number of key players, the smaller end of the market remains fragmented and shareholder value can be created through market consolidation.

Key professionals

The key professionals are as follows:

Peter Tom CBE (Chairman)

Peter has more than 50 years' experience in the aggregates industry. He joined Bardon Hill Quarries Limited as a school-leaver in 1956, becoming managing director in 1977 and chief executive of Bardon Group plc in 1985, overseeing the company's transition from a privately-owned regional quarrying operation to a publicly-listed building materials group.

Peter expanded the group internationally with a series of acquisitions in the United States in the late 1980s and went on to lead the merger of Bardon and Evered plc in 1991 and the enlarged group's subsequent merger with CAMAS in 1997 to form Aggregate Industries plc.  

In 2005 Peter oversaw the negotiations which led to the successful acquisition of Aggregate Industries by Swiss building materials group Holcim Limited for £1.8 billion. He assumed the role of non-executive chairman of Aggregate Industries in 2006, a position he held until his resignation in December 2007.

Peter served as chairman of the aggregates industry's trade association in 1997, managing its amalgamation that year with two related associations to form the Quarry Products Association. In addition, Peter has been chairman of Leicester Football Club (Leicester Tigers) since 1997.  

Simon Vivian (Chief Executive)

Simon has over 20 years' experience in the aggregates and construction industries. Most recently, he was chief executive of Mowlem plc (June 2004 - July 2006) where he oversaw an organisation with more than 25,000 employees, generating revenues of £2.2 billion from operations in the UK, US and Australia. Whilst in the role Simon implemented a group wide operational re-organisation reducing overheads by over £8 million and initiated the disposal of the company's Australian business. In December 2005, Mowlem received a cash offer from Carillion plc and Simon negotiated a final exit price at a premium for shareholders.

Prior to Mowlem, Simon worked in a number of roles with Hanson plc (1987 - 2003), ultimately as the chief executive of Hanson plc's European Building Materials business. He oversaw operations in eight European countries employing over 8,000 people and generating EBIT of £154 million. Whilst with Hanson he executed and integrated the £1.5 billion acquisition of Pioneer International Ltd and managed the disposal of the company's waste disposal business.

Investment guidelines

The Directors intend to take an active approach to investments made by the Company and to adhere to the following investment guidelines:

	Geographic focus: The Company intends to invest internationally, with its focus being on the UK, European and US building materials markets.
	Sector focus: The Company intends to focus on the UK and international building materials industries. The Directors believe that opportunities exist to create value for Shareholders through a properly executed, acquisition-led strategy in these industries.
	Target companies: The Company will target companies which are profitable and which fit into the stated geographic and sector guidelines.
	Types of investment and control of investments: It is anticipated that the Company will acquire controlling stakes in one or more quoted or unlisted profitable businesses or companies and may also acquire minority stakes in UK and international quoted companies.
	Investment size: The Directors intend that the initial funds raised will be used for the purposes of working capital and potentially for the acquisition of minority stakes in quoted companies. It is envisaged that the Company's first acquisition of a controlling stake in a business will be a reverse takeover (as defined in the AIM Rules for Companies) and be subject to the prior approval of Shareholders in a general meeting.

Market opportunity

The Directors believe that the building materials market will remain steady in the short to medium term in the US and internationally. End-user demand comes from a combination of public and private spending. Although the residential construction market, in particular, is cyclical, demand for essential raw materials also comes from government infrastructure projects, commercial and industrial construction and private building improvements, which operate on different cycles. 

In the UK, the Government's current investment plans, as outlined in the 2007 Comprehensive Spending Review, support expectations of overall expansion in construction activity over the next three years, with priority areas identified such as health, education and new social housing projects. In addition, construction projects associated with the 2012 London Olympics are expected to gather pace in the coming years and provide a level of demand not correlated to the cyclical markets for commercial and residential property. The Directors believe that the global industry for building materials will be stable in the short term and provide an arena in which to execute the acquisition and consolidation strategy outlined above.

Relationship with Marwyn

The Company has entered into an agreement with Marwyn Capital LLP who will provide the Company with general strategic and corporate finance advice in relation to its potential investments and acquisitions. In addition, the Company has entered into an office support agreement with Marwyn Partners Limited who will provide temporary accommodation and back office support functions (including secretarial and IT support) to the Company.  

Definitions used in this announcement shall have the same meaning as in the Company's Admission Document dated 6 June 2008 unless the context requires otherwise.

 

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