ROSE Rosebank Industries Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

FOR IMMEDIATE RELEASE

 19 February 2025

Rosebank Industries plc

Possible Acquisition of Electrical Components International, Inc.

Further to the recent press speculation, Rosebank Industries plc ("Rosebank" or the "Company") confirms that it is in discussions with Cerberus Capital Management, LP. ("Cerberus"), regarding a potential transaction to acquire Electrical Components International, Inc. ("ECI") (the "Acquisition" or the "Proposed Transaction"). ECI is a predominantly US-based, market-leading manufacturing business providing critical electrical distribution systems to a range of diversified industrial end markets.

The terms of the Proposed Transaction remain confidential at this stage, however Rosebank notes that the Acquisition is in line with Rosebank's acquisition criteria and if it proceeds would be funded through a combination of a fully underwritten equity issue (the "Fundraise") and new debt facilities.

The Proposed Transaction remains subject to, among other matters, completing due diligence, the agreement of binding documentation and relevant regulatory approvals. Should agreement on the terms of the Proposed Transaction be reached, it would be subject to Rosebank shareholder approval and Rosebank would also be required to publish an admission document for re-admission to AIM. 

A further announcement will be made, as and when required.

Temporary suspension of trading

As per AIM Rule 40, dealings in the Company's ordinary shares have been temporarily suspended from trading on AIM with immediate effect until such time as the admission document in relation to the Proposed Transaction have been published in compliance with AIM Rule 14. If the Proposed Transaction does not proceed and an admission document has not been published, an announcement will be made and the suspension from trading of Rosebank ordinary shares will be lifted.

Notwithstanding the temporary suspension of trading in the ordinary shares, the Company will continue to make announcements as and when there are any developments that require announcement under the AIM Rules.

Enquiries:

About ECI

Founded in 1953, Electrical Components International, Inc. is one of the world's leading suppliers of electrical distribution systems, control box assemblies, and other critical engineered components for diversified markets. With 25,000 employees and 40 global manufacturing locations, ECI is the trusted partner to market leaders with 500+ customers. ECI power smart, connected, and electrified solutions that enable the most advanced technologies to solve the most complex challenges. ECI continue to grow through strategic acquisitions. These partnerships expand ECI's expertise in diversified markets and allow ECI to continue to provide the most advanced electrical solutions to customers across the globe.

ECI provides end-to-end solutions for the design, manufacturing, assembly, and integration of wire harnesses, control boxes, and other value-added components across various industries and markets. Leveraging extensive product, technology, and systems knowledge, it aims to deliver efficient, high-quality products. Its tailored engineering solutions are aligned with the product and process innovations required for sustainability. The company partners with customers throughout this journey to not only meet their specific needs but also to support their growth and success in the market.

About Rosebank

Rosebank is a newly incorporated company established to acquire businesses whose performance the Founders, who have a strong track record in creating value for investors, believe can be improved so as to create shareholder returns over the short and medium term. The Rosebank team will look to acquire companies with strong underlying fundamentals but scope for operational improvement and work alongside management teams of target companies to drive sustainable long-term performance for the benefit of all the Company's stakeholders.

Important Notices:

This announcement is released by Rosebank Industries plc and contains inside information. The person responsible for arranging for the release of this announcement on behalf of Rosebank is Joff Crawford.

There can be no certainty that any possible acquisition and/or equity issue contemplated in this announcement will proceed nor as to the terms on which any possible transaction and/or equity issue might be concluded. For the avoidance of doubt, the issue of this announcement shall not, in any circumstances, create any implication that Rosebank Industries plc shall be required to provide further updates on the status of any matters contemplated in this announcement (save as may be required by law or regulation).

This announcement (or any part of it) is not intended to, and does not, constitute or form part of any offer to issue or sell or otherwise dispose of, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction, whether pursuant to this announcement or otherwise. No securities in connection with any possible transaction contemplated in this announcement have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.

Investec Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Rosebank and no one else in connection with the Proposed Transaction and none of Investec Bank plc nor any of its affiliates, branches or subsidiaries will be responsible to anyone other than Rosebank for providing the protections afforded to clients of Investec Bank plc nor for providing advice in relation to the Proposed Transaction or any other matter referred to in this announcement.

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Rosebank and no one else in connection with the Proposed Transaction and will not be responsible to anyone other than Rosebank for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Proposed Transaction or any other matter referred to in this announcement.

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the UK by the Financial Conduct Authority ("FCA") and the PRA, is acting as Joint Corporate Broker for Rosebank and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Rosebank for providing the protections afforded to clients of Citi nor for providing advice in connection with the contents of this announcement, or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein or otherwise.