TIDMNMCN
RNS Number : 9036O
NMCN PLC
07 October 2019
nmcn PLC
7(th) October 2019
nmcn PLC
("nmcn" or the "Company" or the "Group")
Acquisition of Lintott Environmental Technologies and Lintott
Control Systems Limited
nmcn PLC is delighted to announce that it has entered into a
sale and purchase agreement ("SPA") to purchase the entire issued
share capital of Lintott Environmental Technologies Limited ("LET")
which has a wholly owned subsidiary called Lintott Control Systems
Limited ("LCS") (the "Acquisition") for a total consideration of up
to GBP3,760,978.50 subject to a three year earn out.
LCS is a Process Solutions Provider. The company specialises in
the design, manufacture & after-care of digitally integrated
factory-built, Water & Wastewater Treatment Systems, Process
Software / Systems Integration.
Key terms of the SPA
- Initial consideration of GBP1 in cash on completion;
- Earn out payment structured in the following way:
o Achievement of profit targets (based on aggregate consolidated
profit before tax ("PBT") for LET and LCS for their financial years
ending 31 December 2019, 2020 and 2021):
-- For an aggregate PBT amount of less than GBP1m achieved, the
earn out consideration will be zero
-- For an aggregate PBT amount between GBP1m and less than
GBP3m, the earn out consideration will be actual PBT amount
achieved
-- For an aggregate PBT amount of GBP3m or more, the earn out
consideration will be capped at GBP3m
-- Preference share payment to the former holders of redeemable preference shares
o LCS totalling GBP85,340, for the payment of the preference
shares
-- Payable on the latter of 1 January 2022 or five business days
after the Buyer Loan has been repaid in full.
-- A Buyer Loan of circa GBP984k is being advanced on completion
of the Acquisition - the use of these loans will be used by LET and
LCS to repay certain debts due to CEMA Limited (a former
shareholder in LCS) and to contribute towards the cost of redeeming
GBP322,160 preference shares in LCS held by The Park Portfolio Ltd
and Monkwell Ltd Pension Scheme.
o All consideration is to be satisfied in cash. The maximum
consideration payable is up to GBP3,760,978.50.
-- A payment of up to GBP675,637.50 shall be subject to and
contingent on payment of unpaid invoices issued by LCS to certain
third parties.
-- The buyer loan is to be repaid in full before payment of any earn-out is made.
For the year ended 31 December 2018, LCS achieved a turnover of
GBP8,536,965 and a loss before tax of GBP998,140. Its financial
position in FY2018 includes GBP98,168 of non-current assets and
GBP4,030,194 of current assets. LCS is a subsidiary of LET, LET had
non-current assets of GBP1,488,243 in FY 2018. David Owen and Jamie
Thums will remain Directors of both acquired businesses, with Mark
Davy assuming the role of Operational Lead for LCS.
nmcn Chief Executive Officer, John Homer, commented:
The strong cash position we've been able to build in recent
years has enabled us to take the next step in broadening our
offering to the water sector.
The acquisition of Lintott Environmental Technologies &
Lintott Control Systems is an extremely exciting opportunity and a
commercially viable deal. This acquisition offers an excellent
opportunity for nmcn to strengthen and expand our already
established offering to the UK Water Industry and potentially other
markets in the future in providing Off-Site Build, Chemical Dosing
Systems, Motor Control Centres, and Control Systems.
The acquisition complements our full asset lifecycle management
offering to the water sector in offsite manufacture, production and
maintenance of assets. We look forward to progressing our product
offering combining our own experience with the newly acquired
colleagues, skills and expertise to reinforce our market leading
position in this sector.
David Owen, Managing Director at Lintott Control Systems said:
"We were attracted by the market opportunity and business
development opportunities presented by joining nmcn. We look
forward to supporting the wider business in achieving its growth
objectives and in delivering exceptional customer service."
"The Lintott facility will now become part of the nmcn PLC's
national network of offices with the full team joining nmcn."
For further information please contact:
nmcn PLC - 01623 515 008
John Homer, Chief Executive
Dan Taylor, Chief Financial Officer
About nmcn
nmcn Plc (formerly known as North Midland Construction Plc) is a
leading engineering and construction company in the UK. Its
talented 1800-strong team offers multi-sector engineering and
construction skills, technical innovation, design and specialist
fabrication.
The company delivers major built environment and water industry
projects across the UK - from buildings and highways to large-scale
water networks and treatment plants. With its history dating back
to 1946, nmcn now has 12 UK offices and four off-site manufacturing
facilities.
www.nmcn.com
This disclosure is made in accordance with Article 19 of the EU
Market Abuse Regulation 596/2014.
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END
ACQVQLFBKBFZFBK
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