Proposed Disposal of Billi for £110.0 million

Strix Group PLC

19 December 2025

 

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

19 December 2025

Strix Group Plc

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

Proposed Disposal of Billi for £110.0 million

Strix Group Plc (AIM:KETL), the global leader in the design, manufacture and supply of kettle safety controls and other components and devices involving water heating and temperature control, steam management and water filtration, today announces that Strix (UK) Limited and the Company have entered into a conditional sale and purchase agreement with Birmingham Bidco Pty Ltd ("Bidco") (further details of which are set out further below under the heading "Information on Bidco") for the disposal of the Billi business, comprising Strix Australia Pty Ltd and each regional subsidiary (together, "Billi"), for an aggregate consideration of £110.0 million on a cash free / debt free basis and subject to customary post-completion adjustment (the "Disposal"). The consideration will be paid in cash upon completion of the Disposal ("Completion") and Completion is subject to shareholder approval that will be sought at a General Meeting of the Company, further details of which are set out below.

Background to, and reasons for, the Disposal

The transaction, which values Billi at an enterprise value of £110.0 million, equates to 47.8 pence per share in the issued share capital of the Company (which is c.18% higher than the current share price of 40.7 pence) and provides an opportunity to crystalise a significant increase in value creation. Strix acquired Billi, a leading provider of premium instant boiling, chilled, and sparkling filtered water systems, in November 2022 for c.£38 million and therefore the Disposal reflects an absolute return of c.3x on Strix's original investment. In November 2025, all debt relating to the original acquisition of Billi was repaid.

As previously announced, the Group has encountered certain macroeconomic and geopolitical headwinds, particularly within its Controls division, owing in part to indirect tariff impacts and a weakening US dollar. This has led to lower than anticipated trading, a weakened financial performance and an increase in the Group's net debt leverage position.

In order to mitigate the impact of this, the Group has already initiated a number of key actions to enhance working capital efficiency and maintain careful control of operational and capital expenditure. In connection with this, the Board has also been considering a number of more permanent strategic options to help enhance the financial position of the Group.

Over the last three months, the Group has performed a significant restructuring of planned production volumes in its China factory aimed at reducing inventory on hand by c.£8.0 million over the last six months of the financial period. The Group has also successfully put in place extended non-recourse debt factoring in its Italian operations, bringing average debtor balances down by c.£2.0 million. In addition, the Board decided to cancel the final dividend proposed for FY24, which was due to be paid in December 2025, to further support the Group's focus on reducing the net debt position. Supplementing these direct actions, the business has continued to maintain careful control of operational and capital expenditure.

The Company estimates that the Group's net debt balance at the expected Completion date will be c.£68 million and therefore, to further accelerate debt reduction in a material way and in recognition of the Company's current market capitalisation, the Board believes that the Disposal represents the optimal path to bring the Group back into a net cash position and remove reliance on debt funding.

A strengthened balance sheet enables capital to be deployed for growth, reduces interest costs and repositions the Group as a lower-risk equity proposition going forward. It would also enable management to concentrate resources on the Group's core operations, with capital being available for selective reinvestment across both the Controls and Consumer Goods divisions. These resources would have otherwise been allocated to debt reduction or Billi's growth.

As announced in the Company's November 2025 trading update, Billi has continued to deliver a strong performance, reporting double-digit growth rates (at constant exchange rate), and progressing with its geographical rollout strategy, gaining traction with new customers in key markets. In the 12 months ending 31 December 2025, Billi is expected to generate revenue of c.£47 million and adjusted EBITDA of c.£10 million (under IFRS at a constant exchange rate). Billi's recent performance reflects the significant progress made under Strix's ownership, which includes the following:

·      Securing a new facility with higher capacity in Australia where it can further ramp up production;

·      Opening a new flagship Billi showroom and event space in Farringdon;

·      Strengthening the Billi management team through strategic hires;

·      Rebuilding the service capability as evidenced in Trustpilot scores;

·      Leveraging new product development and expanding distribution in both residential and commercial markets; and

·    Significantly expanding UK operations, which would act as a gateway for European expansion - with a number of distributor contracts in Europe already secured.

Billi now has a strong platform upon which to execute its longer-term strategy, however, it will require further investment that, in the absence of the Disposal, the Group would be slower to provide due to its accelerated debt reduction programme. There is a risk that with slower investment, growth rates within Billi may reduce, and the Board therefore believes that, at the price agreed with Bidco for Billi, now is the optimal time to dispose of Billi and crystalise attractive returns for shareholders.

In connection with the Disposal, the Company has agreed a memorandum of understanding with Billi under which the Group will, assuming the Disposal is completed, look to negotiate a manufacturing and development agreement, and provide engineering and research and development support to Billi. This is expected to result in a longer-term manufacturing partnership and therefore access to a financial benefit from Billi's growth under new ownership.

Information on Bidco

Birmingham Bidco Pty Ltd (ACN 693 770 811) is a new Australian company incorporated by the manager ("Crescent Capital Partners") of the private equity fund known as "Crescent Capital Partners VII" for the purposes of the Disposal. Crescent Capital Partners is a Sydney-based private equity and alternative asset management firm founded in 2000, primarily investing in mid-market companies in Australia and New Zealand across sectors such as healthcare, industrials and services.

Future strategy

Despite the recent macroeconomic headwinds, the Board believes that the Group will continue to deliver a stable and highly cash-generative performance, underpinned by strong OEM relationships, market-leading positioning and high-quality service capabilities. This dependable underlying cash flow, combined with the anticipated reduced leverage profile and the further investment of the cash proceeds from the Disposal, will enable continued investment in intellectual property and innovation as well as the ability to return to paying dividends in due course.

Whilst it will take some time to finesse the Group's post-Disposal strategy, in the short-term, the Group will continue to focus on the following strategic pillars:

·	Expanding the Controls addressable market beyond kettles, through the Low-Cost control strategy as well as the filtration product range to grow share in the consumer and OEM markets
·	Accelerating development of new heating and safety control technologies and applications for existing OEM and Brand customers
·	Focusing the LAICA branded consumer goods strategy combining filtration intellectual property and manufacturing capability with a select range of sourced products ('Wellbeing at Home')
·	Adapting the kettle Controls product, pricing and sales strategy to latest market conditions
·	Simplifying how the Group operates, rightsizing the business to match demand and streamlining spending to invest in growth
·	Defending market share through increasing action against copyist activity, with a particular focus on the US market, and increasing the available resource to pursue such actions, combining efforts from Controls and Consumer Goods who serve the same SDA end market
·	Strengthening commercial activities to leverage design and manufacturing services, filtration and appliance IP/know-how
·	Value-added services (Industrial Design, Applications Engineering, Customer Service) to be offered to maintain a sustainable price premium

Further guidance on the Group's strategic direction will be given at the time of the FY26 results.

Proposed use of proceeds of the Disposal

Completion of the Disposal will provide the Company with the opportunity to use the Disposal proceeds (net of transaction costs associated with the Disposal), which are expected to be approximately £107 million, to reduce the ongoing cost structure of the Group.

Given the recent focus on debt reduction, the Company will repay its existing debt facility in full to provide the Group with a robust balance sheet for the next stage of its journey. Going forward, the Group plans to retain a reduced debt facility which is more appropriate for its future strategy. It is also anticipated that a proportion of the proceeds from the Disposal will be returned to shareholders as soon as possible after Completion, with the Company intending to launch a £10 million share buyback programme. The Board is in active consultation with shareholders regarding ways of efficiently returning further capital to shareholders. The Board will provide an update to shareholders at the time of the Group's FY26 results announcement regarding the remaining capital return. Some of the proceeds will be retained by the Group and used to make investments into strategic growth initiatives and for working capital purposes.

Shareholder circular

The size of the consideration payable in respect of the Disposal relative to the Group constitutes a fundamental change of business pursuant to Rule 15 of the AIM Rules and completion of the Disposal is therefore subject to shareholder approval. The Company will shortly issue a circular to shareholders containing further details on the Disposal, which will incorporate a notice convening a General Meeting of the Company to be held on 8 January 2026. At the General Meeting, an ordinary resolution will be proposed to approve the Disposal (the "Resolution").

The expected timetable of events is as follows:

Publication of Circular	19 December 2025
General Meeting	8 January 2026
Completion of the Disposal	30 January 2026

Recommendation and letters of intent

The Board, having consulted with its joint financial advisers being Zeus Capital Limited and Stifel Nicolaus Europe Limited, considers the Disposal to be in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommends that shareholders vote in favour of the Resolution, as those Directors who hold ordinary shares of £0.01 each ("Ordinary Shares") in the Company intend to do in respect of their own aggregate beneficial holdings of 3,291,314 Ordinary Shares, representing c.1.4%n of the Ordinary Shares in issue at the date of this announcement.

In addition, the Board has consulted with certain shareholders regarding the Disposal and shareholders holding a total of 43,939,316 Ordinary Shares, and representing, in aggregate, c.19.1% of the Company's issued share capital have provided letters of intent to vote in favour of the Resolution to be proposed at the General Meeting. A number of shareholders have verbally provided their support, but were unable to provide a letter of intent in advance of this announcement being published. The level of support received through the consultation process with the Company's major shareholders has confirmed the Board's view that the Disposal is in the best interests of shareholders.

Mark Bartlett, CEO of Strix, said: "The disposal of Billi represents a transformational milestone for Strix and a clear demonstration of our disciplined approach to capital allocation and value creation. Over the three years that Billi has been part of the Group, we have successfully enhanced its operational performance and strategic positioning, delivering an absolute return of c.3x on the original investment made in 2022.

The proceeds from the disposal will significantly strengthen Strix's balance sheet, enabling the Company to eliminate its net debt and materially improve financial flexibility. This represents a pivotal step in reinforcing the long-term resilience and financial health of the Group, allowing us to invest with confidence in our core business and support future growth initiatives.

Looking ahead, our focus remains firmly on sustaining our market-leading position across heating, safety and filtration technologies, while continuing to deliver the highest standards of service to our customers. Above all, Strix remains focused on creating sustainable, long-term value for shareholders, which sits at the very heart of our strategy."

For further enquiries, please contact:

Strix Group Plc	[phone]
Gary Lamb, Chairman Mark Bartlett, CEO Clare Foster, CFO
Zeus (Nominated Advisor, Joint Financial Adviser and Joint Broker)	[phone]
Jordan Warburton / Louisa Waddell (Investment Banking) Dominic King (Corporate Broking)
Stifel Nicolaus Europe Limited (Joint Financial Adviser and Joint Broker)	[phone]
Matthew Blawat / Phillip McCreanor
Gracechurch Group (Financial PR and IR)	[phone]
Heather Armstrong / Claire Norbury

The information contained within this announcement is considered by Strix to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.

The person responsible for arranging release of this announcement on behalf of the Company is Mark Bartlett, Chief Executive Officer.

Information on Strix

Founded in 1982, Isle of Man based Strix is a global leader in the design, manufacture and supply of kettle safety controls and other components and devices involving water heating and temperature control, steam management and water filtration.

Strix has built up market leading capability and know-how, expanding into complementary products and technologies. The Group's brands include Aqua Optima, LAICA and Billi providing our customers with market leading water solutions on a global basis.

Strix is quoted on the AIM Market of the London Stock Exchange (AIM: KETL).

 

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