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Armour Group PLC (AMR)

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Monday 06 February, 2006

Armour Group PLC

Acquisition & Placing

Armour Group PLC
06 February 2006


06 February 2006

                                Armour Group plc

                            Acquisition and Placing

Armour Group plc ('Armour' or the 'Company'), the UK's leading consumer
electronics group focussed on the home entertainment and in-car communication
and entertainment markets, is pleased to announce that KBC Peel Hunt has
successfully raised £6 million with existing and new institutional investors to
acquire today the entire share capital of Alphason Designs Limited ('ADL'), the
UK's brand leading specialist designer and supplier audio visual ('AV')
furniture to the consumer electronics market.

The Acquisition

ADL, which was incorporated in 1985, has been designing, manufacturing and
distributing specialist AV furniture for over 10 years, predominately marketed
under the Alphason brand. ADL has established very strong distribution channels
across the whole of the UK consumer electronics market with direct access to
over 2,500 retail outlets that range from 1,000 independent retailers through to
the multiples that include John Lewis Partnership, Comet and Argos.

The market for specialist AV furniture is expected to grow over the coming years
with the surge in demand for LCD and plasma televisions. There are currently
approximately 60 million cathode ray tube ('CRT') televisions and 2.5 million
LCD and plasma televisions in the UK. The Board are of the belief that over the
next five to seven years a significant proportion of these CRT televisions will
be replaced for LCDs and plasmas with a consequential increase in demand for the
associated accessories such as AV furniture. As the leading branded independent
supplier of such products in the UK, Armour expect ADL to benefit from this
conversion to LCD and plasma televisions.

ADL has enjoyed strong growth over the past four years with sales increasing
from £4.1 million in 2001 to £12.7 million in the year ended 31 May 2005 and
profits before interest and tax increasing from £0.2 million to £2.5m over this
period. Net assets as at 31 May 2005 totalled £5.0 million.

ADL will be run as a separate operating unit within the Armour Home Electronics
division. In the enlarged Group, Armour Home Electronics will account for
approximately two thirds of the group sales and just over two thirds in terms of
profit contribution. The remaining third of the Group's business is generated
from the automotive division, Armour Automotive.

Benefits of the Acquisition

The Armour board expect the acquisition:

• to strengthen Armour's position in a growth sector of the
  AV market driven by the increasing demand for flat screen televisions;
• to create a comprehensive UK distribution network into the
  consumers electronics market; and
• to deliver cost savings through improved sourcing of
  product.

Consideration
The initial consideration comprises the issue and allotment by the Company to
the vendors of 1,017,563 new Ordinary Shares (the 'Initial Consideration
Shares') at 52p per share (being the average mid-market closing price over the
previous fifteen days) and a cash payment of £9.5 million. At completion ADL
will have approximately £4 million of net cash on its balance sheet for the
benefit of the enlarged group. All of the vendors have agreed not to dispose of
any of the Initial Consideration Shares for a period of eighteen months
following admission.

If ADL meets certain profit targets of up to £3.5 million, a deferred
consideration payment of up to £10 million will  be payable, primarily in cash,
twelve months after completion.

There will be a further £0.75m payable to those vendors who continue in the
business in the second 12 months subject to  the Company achieving an operating
profit in excess of £3 million.

Funding

Placing

The Company today announces a placing of 12 million new Ordinary Shares at 50p
per share ('Placing Shares') by KBC Peel Hunt to raise £6 million before
expenses ('Placing'). The net proceeds of the placing will be used to fund the
initial cash consideration of £10 million.

The Initial Consideration Shares and Placing Shares represent approximately 19
per cent. of the enlarged share capital  of the Company which were admitted to
trading today. Consequently there are now 68,355,067 shares in issue.

Banking

The Group has arranged new banking facilities with its bank, the National
Westminster Bank PLC, to take account of the  requirements of the enlarged
Group. The new facilities are structured to allow for the maximum deferred
consideration  payment whilst providing for sufficient headroom to allow the
Group to continue to grow.

Current Trading

The Group's trading has followed the pattern reported in the AGM statement on 9
December 2005.

Armour Automotive continues to find the market conditions, particularly on the
OEM side of its business, more challenging. Whilst retail sales are ahead year
on year, the OEM order flow has been slower than expected. The recent
announcement of a further order from Bayerische Motoren Werke Aktiengesellschaft
('BMW AG') to supply its unique rear seat entertainment system is encouraging,
though the expectation is that the OEM business will remain slower than
previously expected.

Armour Home Electronics has continued to make good progress with trading buoyant
across all key products categories. Systemline Modular is maintaining an
impressive growth rate and continues to secure further listings with home
builders. There is a busy schedule of new product launches over the coming 6
months, which should further enhance the performance of the division in the
second half of the year.

The Board remains confident of the prospects for the Group and its ongoing
potential.

Commenting on the acquisition, George Dexter, Chief Executive said:

'I am delighted with this acquisition. ADL is a high quality business that we
have tracked for two years. It generates strong profits and cash and is
recognised as the UK's market leader in its sector, a sector that I am confident
will continue to grow driven by the conversion from CRT to flat screen TVs.

The acquisition is expected to considerably strengthen Armour's position in the
UK consumer electronics market and give the enlarged Group the ability to reach
a wider consumer audience with its product portfolio.'

Enquiries:

George Dexter                          Tel: 01892 502700
Chief Executive
Armour Group plc

Richard Kauffer                        Tel:020 7418 8850
KBC Peel Hunt

Trevor Bass                            Tel:020 7067 0743
WSSM




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