Acquisition of TSL Assets Limited
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 £48m 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 £38.7m and PBT of £8.1m.
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:
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· an initial cash consideration of £17.3m payable on completion, subject to final working capital adjustments to acquire the business on a cash-free, debt-free basis; |
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· a further £10.0m 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 |
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· up to £20.7m 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:
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Brickability Group plc John Richards, Chairman Alan Simpson, Chief Executive Officer Mike Gant, Chief Financial Officer |
via Montfort Communications |
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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 |
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Montfort Communications James Olley Ella Henderson |
+44 (0) 203 514 0897 |
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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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