Acquisition of Ventilair Group International


Extending our footprint in Europe

Volution Group plc, through one of its wholly owned subsidiaries, (“Volution” or “the Group” or “the Company”, LSE: FAN), a leading supplier of ventilation products to the residential construction market, today announces that it has signed an agreement for the acquisition of Ventilair Group International BVBA (“Ventilair”) and its subsidiary operations in Belgium and the Netherlands1. The consideration for the acquisition is €16.3 million2 (approximately £11.6 million), on a debt free, cash free basis, to be funded from the Group’s existing cash and banking facilities.

Headquartered in Kuurne, Belgium, Ventilair is a leading manufacturer and distributor of residential ventilation products, including centralised systems with heat recovery, primarily in the Belgian and Dutch markets. In the year ended 31 December 2014, Ventilair generated revenue of €14.3 million (approximately £10.2 million)3. The adjusted4 earnings before interest and tax were €1.5 million (approximately £1.1 million) and gross assets were €11.5 million (approximately £8.2 million), of which, €5.9 million relates to goodwill in Ventilair. The transaction is expected to be immediately earnings enhancing, and will be reported under Volution’s Ventilation Group division.

Mr Kurt Declerck5, founder and owner of Ventilair, will step down from his role as Group Managing Director on completion of the transaction, but has agreed to support the integration of Ventilair into Volution during the period immediately following the acquisition.

The acquisition is expected to complete on 5 August 2015.

Commenting on the acquisition:

Ronnie George, Chief Executive Officer of Volution, said:

“We are delighted to sign this agreement to acquire Ventilair which has been a trading partner of Volution for approximately ten years. In that time it has developed into one of the leading ventilation providers in the Belgian market; focussing extensively on central system ventilation, mainly with heat recovery. The acquisition of Ventilair increases Volution’s exposure to this growing market sector as well as widening the Group’s existing product portfolio. This additional access to market and enhanced product range will greatly assist us in our future plans for growth.”

Kurt Declerck, founder and owner of Ventilair, said:

“I am delighted to have completed the sale of my businesses to Volution, our preferred partner, and I am confident that Ventilair will continue to thrive and grow as part of this leading specialist ventilation group.”

1 The transaction also includes the acquisition of a small legal entity in France (Ventilair SARL), a minor subsidiary of Ventilair Group.
2 The consideration includes the benefit of a negotiated two year rent free period to the value of €0.4 million and is subject to certain adjustments under an agreed completion accounts mechanism in the share purchase agreement.
3 If the business had been consolidated into the Volution Group for the year ended 31 December 2014 our Group revenues would have been increased by approximately £8.5 million after the elimination of sales from the Group to Ventilair on consolidation.
4 Volution uses some alternative performance measures to track the underlying performance of the business, such as Adjusted EBIT.  The board considers that these measures which exclude exceptional and other unusual items give a more useful indication of the underlying performance of the business.
5 Kurt Declerck owns 96.3% of the shares in Ventilair, with his wife Els Feys owning the remaining shares.



Volution Group plc

Ronnie George, Chief Executive Officer
+44 (0) 1293 441501
Ian Dew, Chief Financial Officer
+44 (0) 1293 441536

Craig Breheny, Simone Selzer, Chris Buscombe
+44 (0) 20 7404 5959


Note to Editors

Volution Group plc (LSE: FAN) is a leading supplier of ventilation products to the residential construction market in the UK, Sweden and Germany.

The Group sold approximately 11 million ventilation products and accessories in the six months ended 31 January 2015. It consists of six key brands, focused primarily on the UK, Swedish and German ventilation markets - Vent-Axia, Manrose, Fresh, PAX, inVENTer and Brüggemann - and operates through two divisions: the Ventilation Group, which principally supplies ventilation products for residential construction applications in the UK, Sweden and Germany and ventilation products for commercial construction applications in the UK; and OEM (Torin-Sifan), which supplies motors, fans and blowers to OEMs of heating and ventilation products for both residential and commercial construction applications in Europe.
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Cautionary statement regarding forward-looking statements

Certain statements made in this announcement may be forward-looking statements. Such statements are based on current expectations and assumptions and are subject to a number of known and unknown risks and uncertainties that may cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. Persons receiving this announcement should not place undue reliance on forward-looking statements. Unless otherwise required by applicable law, regulation or accounting standard, the Group does not undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.