TIDMBRCK
RNS Number : 3618A
Brickability Group PLC
22 January 2024
22 January 2024
Brickability Group plc
("Brickability" or "the Group")
Acquisition of TSL Assets Limited
Notice of Pre-Close Trading Update
Further increase in presence in cladding remediation market and
diversification of the Group's product portfolio and geographic
reach
Brickability Group plc (AIM: BRCK), the leading construction
materials distributor is pleased to announce that it has completed
the acquisition of Topek Southern Limited ("TSL") for a
consideration of up to GBP48m through the acquisition of the entire
issued share capital, business and operations of TSL Assets Limited
(the "Acquisition").
Established in 2009, Hampshire-based TSL delivers façade
systems, fire remediation, roofing, and curtain wall solutions for
both live and occupied sites. TSL acts as a Principal Contractor
for commercial and industrial projects across the UK. Its
specialist portfolio includes hotels, student accommodation, office
buildings and sports stadiums.
TSL's operations in the South of England expand the Group's
existing reach via the recent acquisition of Group Topek Holdings
Limited and further complement the Group's presence in the cladding
remediation market, in doing so creating a full-service specialist
cladding installation and remediation contracting business with
national presence for the Group.
In the 12 months to 31 August 2023, TSL generated audited
revenue of GBP38.7m and PBT of GBP8.1m.
It is expected that the Acquisition will be earnings accretive
in the first full year and the Acquisition marks another step in
the continuing diversification of Brickability since IPO.
Since joining the public markets in 2019 Brickability has now
acquired 14 businesses, pursuing a diversified multi-business
strategy to broaden and deepen the Group's product portfolio and
geographic coverage.
The consideration payable for the Acquisition comprises:
* an initial cash consideration of GBP17.3m payable on
completion, subject to final working capital
adjustments to acquire the business on a cash-free,
debt-free basis;
* a further GBP10.0m satisfied through the issue of
17,094,017 new ordinary shares of in the capital of
the Company (the "Consideration Shares") at an
effective issue price of 58.5 pence per ordinary
share; and
* up to GBP20.7m of deferred contingent consideration
that, subject to adjustments, is payable for
performance against target performance criteria over
the next three years.
The initial cash consideration for the Acquisition will be
financed through the Group's existing cash resources. The
Consideration Shares will be subject to a 24-month hard lock-in,
subject to customary carve-outs, followed by a 12-month orderly
market arrangement. The Consideration Shares represent
approximately 5.7 per cent. of the existing share capital.
Application has been made for the 17,094,017 Consideration
Shares to be admitted to trading on the AIM Market of the London
Stock Exchange ("Admission"). The Consideration Shares will rank
pari passu with the Group's existing ordinary shares in issue, and
it is expected that Admission will occur at 8.00 a.m. on 23 January
2024. As a result Admission will occur, and the Consideration
Shares will be issued, prior to the ex-dividend date for the
previously announced recommended interim dividend of 1.07 pence per
ordinary share.
Following Admission, the Company will have 317,718,793 ordinary
shares in issue. This figure of 317,718,793 may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change of their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
The Company also announces that it intends to provide a
scheduled trading update in respect of the year ended 31 March
2024, and in respect of outlook, towards the end of February
2024.
John Richards, Chairman, Brickability, said:
"We are delighted to announce the acquisition of Topek Southern
soon after the Group's acquisition of Group Topek Holdings. In
addition to further diversifying the Group's product and revenue
base, the Acquisition gives the Group a truly national presence in
the cladding market.
I, and the Brickability Group, welcome our new colleagues and
look forward to delivering value for all stakeholders."
Alan Simpson, CEO, Brickability, added:
"As previously reported, our Bricks and Building Materials
division has seen cladding products supply go from strength to
strength. Topek Southern will sit within the Group's Contracting
Division alongside Group Topek Holdings and will further strengthen
the Group's national presence in the market across cladding supply
and installation as we continue to deliver upon the Group's
diversified multi-business strategy."
Dexter Copeland, Managing Director, TSL, commented:
"We are excited to be joining the Brickability Group and with it
beginning a new chapter in the history of the business. This is a
great opportunity to develop the business further as part of a
larger organisation.
I look forward to working within the Group for the benefit of
all stakeholders."
ENDS
This announcement contains inside information.
For further information please contact:
Brickability Group plc via Montfort Communications
John Richards, Chairman
Alan Simpson, Chief Executive Officer
Mike Gant, Chief Financial Officer
Cavendish Capital Markets (Nominated Adviser
and Broker)
Ben Jeynes, George Lawson (Corporate Finance)
Julian Morse, Michael Johnson, Charlie Combe
(Sales & ECM) +44 (0) 207 220 0500
Montfort Communications +44 (0) 203 514
James Olley 0897
Ella Henderson brickability@montfort.london
About Brickability
Brickability is a leading construction materials distributor,
serving customers across the UK and Europe for over 37 years
through its national and local networks. The Group operates from
more than 70 locations across the country with over 700
employees.
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END
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January 22, 2024 02:00 ET (07:00 GMT)
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