Proposed acquisition of Energy Technique plc
Volution Group plc ("Volution" or “Company”, LSE: FAN) announces that it has reached agreement on the terms and conditions of a recommended cash acquisition by Volution of the entire issued and to be issued share capital of Energy Technique plc (“ETQ”) for approximately £9.25 million on a fully diluted basis (the “Acquisition”). The Acquisition constitutes a class 2 transaction for the purposes of the UK Listing Rules.
ETQ’s trading subsidiary, ET Environmental Limited trading as “Diffusion”, is a designer, manufacturer and distributor of fan coils and commercial heating products to the commercial and residential sectors. Fan coil units, which are manufactured by Diffusion, are a device consisting of a heating or cooling coil and fan for use in heating, ventilation and air conditioning (HVAC) systems installed in residential and commercial buildings. The business is led by Leigh Stimpson (Managing Director of Diffusion) and Martin Reid (Operations Director of Diffusion).
In the financial year to 31 March 2015, ETQ generated sales of £10.775 million and reported profit before tax of £0.776 million. ETQ’s interim accounts for the six month period ended 30 September 2015 show that ETQ had gross assets of £5.249 million. It is currently envisaged that upon completion of the Acquisition the existing executive management of ETQ will be retained and become part of Volution’s UK Ventilation Group.
The Acquisition is in line with one of Volution’s strategies to acquire and integrate businesses with well-established brands in the HVAC and ventilation market, operating in markets underpinned by favourable structural and regulatory dynamics and with an emphasis on heat recovery systems. The Acquisition will be funded from Volution’s existing cash resources and bank borrowing facilities.
The Company expects the Acquisition to be earnings enhancing in the first full financial year.
It is anticipated that the Acquisition will complete by the end of 2015. Further details of the Acquisition, which is being implemented by way of a scheme of arrangement of ETQ, are set out in the Rule 2.7 announcement released by the Company today, which can also be found on the Company’s website at www.volutiongroupplc.com.
Commenting on the Acquisition, Ronnie George, Chief Executive Officer of Volution, said:
“We are delighted to have received the ETQ board’s unanimous recommendation of our offer. This proposed acquisition is consistent with our stated strategy of making disciplined and value enhancing acquisitions. We believe that ETQ has a strong presence as a supplier to the UK New Build Commercial market, which is highly complementary to our strong position in the UK New Build Residential sector. We are excited by the growth prospects for ETQ and increasing our scale in the Commercial HVAC sector. We believe the acquisition will deliver value for our shareholders and consolidate our position in the UK HVAC market.”
Volution Group plc
Ronnie George, Chief Executive Officer
+44 (0) 1293 441501
Ian Dew, Chief Financial Officer
+44 (0) 1293 441536
Liberum Capital Limited (Financial Adviser and Broker to Volution)
+44 (0) 20 3100 2222
Brunswick (Financial Public Relations Adviser to Volution Group plc)
+44 (0) 20 7404 5959
Note to Editors
Volution Group plc (LSE: FAN) operates through two divisions. One division, the Ventilation Group, principally supplies ventilation products for residential construction applications in the UK, Sweden, Norway and Germany and ventilation products for commercial construction applications in the UK. The Ventilation Group also supplies other products such as hand-driers and electric heaters. The other division, Torin-Sifan, supplies motors, fans and blowers to OEMs of heating and ventilation products for both residential and commercial construction applications in Europe.
For more information, please go to: http://www.volutiongroupplc.com/
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 standards, neither the Company nor any member of its group undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
Liberum Capital Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Volution and for no one else in connection with the Acquisition and will not be responsible to anyone other than Volution for providing the protections afforded to its clients or for providing advice in connection with the Acquisition referred to in this announcement.