Acquisition of Fraser Anti-Static Techniques Ltd

RNS Number : 7850D

SDI Group PLC

24 October 2022

 

SDI Group plc

("SDI", "SDI Group", the "Company" or the "Group")

(AIM: SDI)

Acquisition of Fraser Anti-Static Techniques Limited

SDI Group plc, the AIM quoted Group focused on the design and manufacture of scientific and technology products for use in digital imaging and sensing and control applications, is pleased to announce the acquisition on 21 October 2022 of Fraser Anti-Static Techniques Limited ("Fraser"), a UK manufacturer of anti-static equipment (the "Acquisition"). Total consideration is forecast to be approximately £13.0m, net of excess cash acquired.

Highlights:

●	Fraser is a leading UK manufacturer of anti-static products which eliminate, clean, generate or measure static electricity in a variety of industries including plastics, packaging, printing, food processing, medical and pharma amongst others.
●	Fraser operates across three freehold sites in Bampton, Devon and one leasehold site in Bristol, covering in total 24,500 sq ft and has approximately 47 employees. It also has sales offices in China and Germany. A large proportion of Fraser's revenues are to overseas customers.
●	Revenues for the year ended 30 November 2021 were £7.4m, with adjusted EBIT of £1.6m.
●	Acquisition price includes c. £1.76m of freehold property.
●	Fraser will reside in the Group's Sensors and Controls division.
●	Acquisition expected to be enhancing in the current year.

Ken Ford, Chairman of SDI said: "The acquisition of Fraser is a further step in our Group growth strategy, demonstrating again the opportunities to acquire businesses with high quality products with export growth potential. The Acquisition is expected to be earnings enhancing in current year FY2023. We are delighted to welcome Bob Fraser, Bruce Clothier and their staff at Fraser to the SDI Group."

FURTHER INFORMATION ON THE ACQUISITION IS SET OUT BELOW

Enquiries
SDI Group plc	01223 727144
Ken Ford, Chairman
Mike Creedon, CEO
Ami Sharma, CFO
www.sdigroup.com
finnCap Ltd	020 7220 0500
Ed Frisby/Seamus Fricker/Milesh Hindocha - Corporate Finance
Andrew Burdis/Sunila de Silva - ECM

SDI designs and manufactures scientific and technology products for use in digital imaging and sensing and control applications including life sciences, healthcare, astronomy, manufacturing, precision optics and art conservation. SDI operates through its company divisions: Atik Cameras, Synoptics, Graticules Optics, Sentek, Astles Control Systems, Applied Thermal Control, MPB Industries, Chell Instruments, Monmouth Scientific, Uniform Engineering, Scientific Vacuum Systems, Safelab Systems, LTE Scientific and Fraser Anti-Static Techniques.

SDI continues to grow by developing its own technology advancements and by improving its global sales channels, as well as through pursuing strategic, complementary acquisitions.

The following information is disclosed in relation to the Acquisition

About Fraser Anti-Static Techniques Limited

Fraser Anti-Static Techniques Limited specialises in the manufacture of anti-static products which eliminate, clean, generate or measure static electricity in a variety of industries including plastics, packaging, printing, food processing, medical, pharma, automotive and electronics.

Fraser's products fall into two technology categories: advanced 24V DC technology products and conventional AC static eliminators. Fraser is considered to be a pioneer in 24V designs with integrated high voltage generation. The Company delivers most of its products globally and is considered to be one of the top ten suppliers of anti-static products.

For the year ended 30 November 2021, Fraser achieved revenues of approximately £7.4m, adjusted EBIT of £1.6m (adjusted to reflect Fraser's ongoing cost base with the Group) and statutory profit before tax of £1.87m (unaudited).

Fraser operates from three units in Bampton, Devon and an R&D site in Bristol. The Company also has sales offices in Shanghai, China and Dresden, Germany. Bruce Clothier, who has been CEO for the last seven years, will stay on to lead the business under SDI Group ownership. Bob Fraser, who founded the business in 1991, will stay on as a consultant. Fraser has approximately 47 staff.

Acquisition rationale

The Acquisition is in line with the Group's strategy of acquiring businesses with complementary scientific and technology products, with capable management teams in place and with opportunities to grow further under the SDI Group structure. The Company is a strong exporter within its niche manufacturing sector. Fraser will reside within SDI's Sensors and Controls division. The SDI Board considers that there are long term growth drivers for Fraser's products and services internationally.

Consideration for the Acquisition

Total consideration is estimated at £16.9m, including approximately £3.9m excess cash acquired, and consists of:

●	Initial consideration of £15.4m (including approximately £3.4m of excess cash), representing a net £12.0m payable in cash at completion; and
●	A balancing payment in cash shortly after completion, expected to be approximately £1.5m (including £0.5m of excess cash), which is dependent on the net assets of Fraser delivered at completion. The net assets include freehold ownership of Fraser's three manufacturing units, valued at approximately £1.76m.

The cash consideration will be funded from existing cash resources and from the Group's revolving credit facility with HSBC UK Bank. As at 30 September 2022, the Group had cash of approximately £3.3m (unaudited), bank debt of £7.0m (unaudited) and £13.0m of undrawn bank facility (excluding accordion).

No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

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