Sale of Authentication: sale & purchase agreement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER ASSIMILATED REGULATION (EU) NO. 596/2014, WHICH IS PART OF THE LAWS OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED).
7 April 2025
De La Rue plc
Sale of Authentication division: exercise of put and call option agreement
De La Rue plc (LSE: DLAR) ("De La Rue", the "Group" or the "Company") announces that all conditions to the exercise of options granted under the put and call agreement entered into by its subsidiary, De La Rue Holdings Limited ("De La Rue Holdings") and CA-MC Acquisition UK Limited ("CA-MC"), a subsidiary of Crane NXT, Co. (together with CA-MC, "Crane NXT") on 15 October 2024 for the sale of the Group's Authentication division have now been satisfied or waived. As a result, De La Rue Holdings and Crane NXT have now entered into the share purchase agreement ("Share Purchase Agreement") relating to the sale of the Authentication division, as contemplated in the announcement of the proposed sale on 15 October 2024 (the "Sale Announcement").
Further details of Share Purchase Agreement are set out in the Sale Announcement and the sale of the Authentication division is now expected to complete on 1 May 2025.
On completion of the Share Purchase Agreement, an amount of £300m will be payable by Crane NXT to De La Rue Holdings in cash, of which £15m (being 5% of the enterprise value) is to be held in escrow for up to 18 months post completion, £30m is to be paid to the trustee of the Group's defined benefit pension scheme by way of an accelerated deficit repair contribution and a portion of the cash consideration is to be applied to repay the Group's revolving credit facility in full, each as described in the Sale Announcement. The consideration will also be subject to a customary post-completion adjustment mechanism to reflect a debt-free, cash-free normalisation of the working capital position, as described in the Sale Announcement.
Formal Sale Process
Further to the Formal Sale Process announcement of 4 February 2025, the Company continues to be in discussions that may or may not result in possible cash offers for the Company or possible cash offers from various potential counterparties in relation to the Group's Currency division. A further announcement will be made as and when appropriate.
Enquiries:
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De La Rue plc |
+ 44 (0)7990 337707 |
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Clive Whiley |
Chairman |
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Clive Vacher |
Chief Executive Officer |
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Louise Rich |
Head of Investor Relations |
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Deutsche Numis |
+ 44 (0)207 260 1000 |
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(Sole Financial Adviser and Joint Broker) |
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Jonathan Wilcox |
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Luke Bordewich |
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Kevin Cruickshank |
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Raed El Dana |
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Investec |
+ 44 (0)207 597 5970 |
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(Joint Broker) |
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David Anderson |
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Charlotte Young |
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Brunswick |
+ 44 (0)207 404 5959 |
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Stuart Donnelly |
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Ed Brown |
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This announcement contains inside information as defined under assimilated Regulation (EU) No. 596/2014 which is part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). The person responsible for arranging the release of this announcement on behalf of De La Rue is Jon Messent (Company Secretary).
About De La Rue
Established 211 years ago, De La Rue is trusted by governments, central banks, and international brands, providing digital and physical solutions that protect their supply chains and cash cycles from counterfeiting and illicit trade.
With operations in five continents, customers in 140 countries and solutions that include advanced track and trace software, security document design, banknotes, brand protection labels, tax stamps, security features and passport bio-data pages, De La Rue brings unparalleled knowledge and expertise to its partnerships and projects.
Our focus areas are:
- Currency: designing and manufacturing highly secure banknotes and banknote components that are optimised for security, manufacturability, cash cycle efficacy and public engagement.
- Authentication: leveraging advanced digital software solutions and security labels to protect revenues and reputations from the impacts of illicit trade, counterfeiting, and identity theft. On 15 October 2024. De La Rue announced the proposed sale of Authentication to Crane NXT for £300m.
The security and trust derived from our solutions pave the way for robust economies and flourishing societies. This is underpinned by a significant Environmental, Social, and Governance commitment that is evidenced by accolades such as the ISO 14001 certification and a consistent ranking in the top tier of the Financial Times European Climate Leaders list.
De La Rue's shares are traded on the London Stock Exchange (LSE: DLAR). De La Rue plc's LEI code is 213800DH741LZWIJXP78. For further information please visit www.delarue.com.
Cautionary note regarding forward-looking statements
Certain statements contained in this document relate to the future and constitute 'forward-looking statements'. These forward-looking statements include all matters that are not historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "may", "will", "could", "shall", "risk", "aims", "predicts", "continues", "assumes", "positioned" or "should" 4 or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Directors, De La Rue or the Group concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy of De La Rue and the industry in which it operates.
By their nature, forward-looking statements are not guarantees or predictions of future performance and involve known and unknown risks, uncertainties, assumptions and other factors, many of which are beyond the Group's control, and which may cause the Group's actual results of operations, financial condition, liquidity, dividend policy and the development of the industry and business sectors in which the Group operates to differ materially from those suggested by the forward-looking statements contained in this document. In addition, even if the Group's actual results of operations, financial condition and the development of the business sectors in which it operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods.
Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation or assurance that trends or activities underlying past performance will continue in the future. Accordingly, readers of this document are cautioned not to place undue reliance on these forward-looking statements.
Other than as required by English law, none of the Company, its Directors, officers, advisers or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur, in part or in whole. Additionally, statements of the intentions of the Board and/or Directors reflect the present intentions of the Board and/or Directors, respectively, as at the date of this document, and may be subject to change as the composition of the Company's Board of Directors alters, or as circumstances require.
The forward-looking statements contained in this document speak only as at the date of this document. Except as required by the UK's Financial Conduct Authority, the London Stock Exchange or applicable law (including as may be required by the UK Listing Rules and/or the Disclosure Guidance and Transparency Rules), De La Rue expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
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