TIDMTGP
RNS Number : 3657P
Tekmar Group PLC
10 October 2019
The information communicated within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
10 October 2019
Tekmar Group plc
("Tekmar", the "Group" or the "Company")
Acquisition of Pipeshield International Ltd
("Pipeshield" or the "business")
Tekmar (AIM: TGP), a market-leading technology provider of
subsea protection systems is pleased to announce that it has today
signed a sale and purchase agreement for the acquisition of
Pipeshield (the "Acquisition") for a consideration of GBP6.5
million (the "Consideration") from its founder Steven Howlett (the
"Seller").
Acquisition highlights:
-- Pipeshield is a global market leader in the provision of
patented subsea concrete mattress protection systems;
-- Revenue and profit before tax of GBP6.6m and GBP0.8m respectively
in the year ended 31 December 2018 ("FY18");
-- As at 31 August 2019, Pipeshield had net assets of c.GBP3.1m,
including c.GBP1.1m cash, c.GBP3.0m trade debtors and c.GBP1.3m
trade creditors;
-- Consideration of GBP6.5m, payable in cash and new ordinary
shares in the Company;
-- Founder, Steven Howlett, will remain as Managing Director
of Pipeshield;
-- Increases the Group's cross-selling opportunities; and
-- Opportunity for Tekmar Energy to extend the number of protection
products it offers to existing customers for offshore projects.
The Consideration will be satisfied via GBP3.0m in cash and
GBP0.75m through the issue of 573,833 new ordinary shares in Tekmar
(the "Consideration Shares") to the Seller on completion; plus
deferred cash payments of GBP1.5m on 9 April 2020 and GBP1.25m on 9
October 2020.
This is the Group's third acquisition since its admission to AIM
in June 2018 and continues our strategy to acquire synergistic
offshore energy engineering businesses with a clear focus on subsea
technology and complementary customer bases, which will benefit
from being part of a wider group. Pipeshield broadens our portfolio
of complementary technologies, allowing the seamless supply of
subsea protection products across the lifecycle of a project, and
takes us closer to our vision of being the partner of choice for
the supply and installation support of subsea protection equipment
to global offshore energy markets.
Background on Pipeshield
Pipeshield is a world leading technology provider of subsea
concrete mattresses. These mattresses are used in the protection of
subsea equipment such as pipelines and power cables within all
marine environments, including offshore wind, marine renewables,
oil and gas and marine civil engineering.
Concrete mattresses and associated products are used for the
stabilisation and impact protection of subsea equipment in areas
where they cannot be buried. They are also used to limit the
development of localised scour (seabed erosion) on foundations,
pipelines or in marine ports. The technology is highly
complementary to Tekmar's and has frequently been used in
conjunction on past projects.
The business, which is headquartered in Lowestoft, has
manufacturing operations local to its primary markets, including
Aberdeen, UAE, Saudi Arabia and Singapore. The majority of
Pipeshield's production activity is undertaken at its new leased
facility at Blyth in Northumberland, a major hub for offshore
renewables activity in the UK.
Pipeshield currently employs 25 full time staff, most of whom
are technically focused, plus circa 15 contractors supporting the
manufacturing process at any one time. The business has four
patents, protecting its core technology, and is fully accredited
and independently certified including:
-- Full ISO 14001, 19001 and 18001 for Health, Safety, Quality
and Environmental (HSQE);
-- Dual Queens awards for International Trade and Enterprise
Innovation; and
-- Investor in People Gold standard.
The business has a strong history in the provision of equipment
to the major operators within the marine sector including, most
recently, Technip, Van Oord, DeepOcean, NPCC, Saipem and
Allseas.
Pipeshield provided its patented mattress protection technology
to the first commercial wind farms, including E.on's Scroby Sands
in 2004. Most recently the business was awarded the prestigious
East Anglia scope for Scottish Power's project, which is currently
under construction. Further, Pipeshield has a significant track
record in the oil and gas and marine civil engineering markets, in
which it has most recently supplied multiple contracts in the
Middle East, including a multi-million-pound scope for the Dubai
Marina Masterplan project in the UAE.
Financial Information
As at 31 August 2019, Pipeshield had approximately GBP3.1m in
net assets, including approximately GBP1.1m of cash, GBP3.0m trade
debtors and GBP1.3m trade creditors which will all be acquired by
Tekmar.
Pipeshield recorded revenue of GBP6.6m and profit before tax of
GBP0.8m in FY18 and GBP3.4m and GBP0.1m respectively in FY17.
Tekmar currently expects Pipeshield's results for the year ending
31 December 2019 to be slightly ahead of the prior year. The
majority of revenue in FY19, however, was generated
pre-Acquisition, as performance is heavily H1 weighted in the
business. Consequently, Tekmar does not expect any material uplift
in the Group's full year results in the current financial year to
31 March 2020. IFRS 15 will be applied to Pipeshield post
Acquisition, to align with the Group's existing accounting
policies.
Pipeshield currently has a strong enquiry book which stands at
around GBP45m of live tenders. During FY18, the business achieved a
65% bid to win ratio. A typical split of annual Pipeshield revenue
is 35% marine civil engineering, 35% oil and gas, 30% offshore
wind.
Integration and Synergies
Following the Acquisition, Pipeshield will continue to trade
under its own name from its leased headquarters in Lowestoft and it
will remain a separate legal entity within the Group. The business
will, however, benefit from the Group's shared group services. No
disruption or change for customers or employees is expected.
Pipeshield Board and Management
Steven Howlett will remain as Managing Director of Pipeshield
and has signed a new service agreement, which provides for a
minimum one-year service and contains appropriate restrictive
covenants for a period of six months following termination of
employment. Steven will report to the Board of the Group. All other
management and employees will remain with the business.
The Opportunity
The Board of Tekmar believes that the Acquisition will increase
the Group's cross-selling opportunities. While retaining its own
identity, Pipeshield will be able to draw on other Group businesses
to enhance its customer offering, utilising, for example, Agiletek
and Ryder's analytical skills and Subsea Innovation's mechanical
engineering skills for installation equipment. Pipeshield has the
opportunity to work on the same offshore projects as Tekmar Energy,
allowing Tekmar Energy the opportunity to offer additional
protection products to its existing customers.
Further details of the Acquisition
The Consideration will be satisfied via GBP3.0m in cash and
GBP0.75m through the issue of 573,833 new ordinary shares in Tekmar
(the "Consideration Shares") to the Seller on completion; plus two
deferred cash payments of GBP1.5m on 9 April 2020 and GBP1.25m on 9
October 2020. The consideration is fixed and not subject to any
working capital adjustments.
The Consideration Shares will rank pari passu with existing
ordinary shares and will be subject to a lock-in period of 12
months followed by orderly market provisions for 12 months.
Application will be made for the Consideration Shares to be
admitted to trading on AIM at 8.00 a.m. on or around 15 October
2019.
Following the issue of Consideration Shares, the Company will
have 51,261,685 ordinary shares in issue and the total number of
voting shares in Tekmar will be 51,261,685.
The above figure of 51,261,685 should 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 to
their interest in the share capital of Tekmar under the Financial
Conduct Authority's Disclosure and Transparency Rules.
In addition, Pipeshield will transfer certain non-core assets to
Mr Howlett pre-completion which will leave an amount owing to
Pipeshield of approximately GBP0.7 million. Under the SPA, on
settlement of this amount then Tekmar will make an additional
deferred settlement of an equivalent amount. Consequently, this
does not affect the cash consideration.
The transferred assets principally consist of Pipeshield's head
office freehold property in Lowestoft, which is being transferred
to Mr Howlet's personal business, Bulldog International Limited, on
a leaseback arrangement to Pipeshield at normal market rates and
terms.
James Ritchie, Chief Executive Officer of Tekmar, said:
"Pipeshield is a perfect fit for Tekmar. Its products are
complementary, allowing us to upsell and expand our offering to
clients, realising our Group vision. The business has many
similarities with Tekmar from both end customers to markets but
also most importantly it fits culturally. The business focuses on
technology, as its key differentiator, and Pipeshield has
outstanding credentials, which demonstrate its commitment to
safety, quality and, above all, its people; these are key values
which we embrace across all Group companies. I am truly excited by
the prospect of adding the Pipeshield offering to Tekmar's
portfolio and I welcome Steve and his team to the family."
Steven Howlett, Founder and Managing Director of Pipeshield,
said:
"Tekmar and Pipeshield have many similarities. We are
industry-leading technology providers within subsea protection and
share a similar history and culture. I am keen to see the business
progress and believe that being part of Tekmar will accelerate the
achievement of our long-held growth aspirations. I want to thank
the Pipeshield team for all its hard work, getting us to this
point, and highlight, to my staff and customers, that this change
in ownership will only increase the opportunities for the business
and our passion for delivering outstanding technical solutions.
Other than that, it's very much business as usual."
For further information contact:
Tekmar Group plc Tel: +44 (0)1325 379
James Ritchie, Chief Executive Officer 520
Sue Hurst, Chief Financial Officer
Grant Thornton UK LLP (Nominated Adviser) Tel: +44 (0)20 7383
Philip Secrett / Samantha Harrison 5100
Berenberg (Broker) Tel: +44 (0)20 3207
Chris Bowman / Ben Wright 7800
Belvedere Communications (Financial PR)
Cat Valentine (cvalentine@belvederepr.com) Tel: +44 (0) 7715
Llew Angus (langus@belvederepr.com) 769 078
Keeley Clarke (kclarke@belvederepr.com) Tel: +44 (0) 7407
023 147
Tel: +44 (0) 7967
816 525
About Tekmar - https://investors.tekmar.co.uk/
Tekmar's vision is to be the partner of choice for the supply
and installation support of subsea protection equipment to the
global offshore energy markets. The Group has five primary
operating companies; these are Tekmar Energy Limited, Subsea
Innovation Limited, AgileTek Engineering Limited, Ryder
Geotechnical Limited and Pipeshield International limited.
Tekmar Energy is a global market leader in protection systems
for subsea cable, umbilical and flexible pipe. Tekmar has been
trusted to protect billions of Euros worth of assets in the
offshore wind, oil and gas, wave, tidal and interconnector markets
since 1985: https://www.tekmar.co.uk/
Subsea Innovation is a global leader in the design, manufacture
and supply of complex engineered equipment and technology used in
the offshore energy market. Its products include large equipment
handling systems which operate on the back of pipelay installation
vessels; emergency pipeline repair clamps (EPRC) which protect
major oil and gas pipelines, and bespoke equipment for use in the
construction of offshore energy projects:
https://www.subsea.co.uk/
AgileTek Engineering is an award-winning subsea engineering
consultancy for offshore energy projects. AgileTek helps its
clients de-risk projects through advanced computer simulation and
analysis. https://agiletek.co.uk/. AgileDat, a division of
AgileTek, provides software development, cloud architecture and
data analytics services. https://agiledat.co.uk/
Ryder Geotechnical provides expert geotechnical design and
consulting services to the offshore wind and subsea oil and gas
sectors. Services include offshore structure foundation design,
geohazard assessment and subsea cable routing and burial
assessment. https://www.rydergeotechnical.com/
Pipeshield is a market leading provider of specialised subsea
protection solutions in the form of concrete mattresses used for
the stabilisation and impact protection of subsea equipment in
areas where they cannot be buried and further to limit the
development of scour (seabed erosion) particularly local to that of
a foundation, pipeline or in marine ports.
http://www.pipeshield.com/.
Tekmar Energy and Tekmar are headquartered in Newton Aycliffe in
the United Kingdom; AgileTek operates from an office in London;
Subsea Innovation has its head office and manufacturing centre in
Darlington, United Kingdom. Ryder operates in Newcastle and within
Agiletek London, Pipeshield's headquarters are in Lowestoft with
manufacturing in Blyth, Northumberland, Tekmar also has
representation in South Korea, USA, China and across the Middle
East.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQEANENEELNFFF
(END) Dow Jones Newswires
October 10, 2019 02:00 ET (06:00 GMT)
Tekmar (LSE:TGP)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Tekmar (LSE:TGP)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
