Victoria PLC Acquisition of Whitestone Weavers group (0766C)
14 Janeiro 2015 - 5:00AM
UK Regulatory
TIDMVCP
RNS Number : 0766C
Victoria PLC
14 January 2015
14 January 2015
Victoria PLC
('Victoria' or the 'Company')
Acquisition of Whitestone Weavers group
Victoria PLC, (LSE: VCP) a manufacturer, supplier and
distributor of design-led carpets and floorcoverings, is pleased to
announce the acquisition of the Whitestone Weavers group of
companies, comprising Whitestone Weavers Limited, Carpet Line
Direct Limited, Gaskell Mackay Carpets Limited, View Logistics
Limited and Thomas Witter Carpets Limited (together
"Whitestone")(the "Acquisition"), for an initial cash consideration
of approximately GBP5.748 million and deferred cash consideration
of (i) GBP2.271 million payable on 31 March 2015; (ii) GBP1.748
million payable in April 2016; and (iii) GBP2.536 million payable
in January 2018. Additional deferred cash consideration of up to
GBP1.5 million will be payable to the vendors of Whitestone
provided annual performance targets for increased EBITDA are
achieved over a three year period, payable in annual instalments of
up to GBP0.5 million over each of the next three years.
Victoria has separately agreed to allow Whitestone management to
reinvest GBP0.9 million in aggregate of the initial cash
consideration by subscribing for new ordinary shares of 25 pence
each in the Company ("Ordinary Shares"). The number of shares will
be determined by the share price of Victoria at market close today.
The new Ordinary Shares are expected to be admitted to trading on
the AIM market of the London Stock Exchange on 20 January 2014
("Admission"). The new Ordinary Shares will rank pari passu with
the existing Ordinary Shares in issue.
Operating from facilities in Hartlepool and employing a
workforce of more than 100 people, Whitestone designs, sells and
distributes carpets across the UK: The Whitestone product portfolio
consists of woven and tufted carpets in both wool & synthetic
yarns supplying the higher end domestic market; Gaskell Mackay is
heavily involved in the commercial and hospitality & leisure
sectors; Thomas Witter supplies house builders; and Carpet Line is
in domestic and commercial end of the flooring market.
Whitestone outsources their entire yarn and carpet manufacturing
process to companies that are not part of the existing Victoria
group.
All key senior management of Whitestone will remain with the
business and it will continue to operate independently, whilst
benefiting from the synergies of an enlarged group, in its ongoing
drive for profitable growth.
For the financial year ended 30 June 2014, Whitestone generated
turnover of GBP33.9 million, EBIT of GBP1.8 million and profit
before tax of GBP1.7 million. Net assets were GBP5.9 million (Year
ended 30 June 2013: turnover GBP27.0 million, EBIT of GBP1.7
million and profit before tax of GBP1.6 million).
Funding for the acquisition is being provided for by Victoria's
bankers, Barclays Bank, in the form of an additional GBP5 million
facility. Victoria will retain Whitestone's existing trading bank
facilities with HSBC.
The Acquisition confirms Victoria's strategy of growing its
business with earnings enhancing acquisitions. The annualised
turnover of the enlarged group will be more than GBP200m, operating
from 6 manufacturing sites in the UK and 2 in Australia.
Geoff Wilding, Executive Chairman of Victoria, commented:
"We are delighted Victoria has been able to acquire the
Whitestone group. It is extremely well regarded within the industry
and there are significant opportunities for operational synergies,
which will improve the service to our customers and enhance the
returns to shareholders. This is Victoria's third major acquisition
in just over a year following the acquisition of Westex and
Abingdon Flooring.
"Overall, when added to our existing operations the three
acquisitions have together substantially increased the scale,
breadth and reach of Victoria's offering and all are expected to be
immediately earnings enhancing. Our focus is on integrating
Whitestone and delivering the synergies and growth we have
identified."
Steve Byrne, Managing Director of Whitestone, said:
"It will be a privilege to be part of such a distinguished group
including Victoria Carpets, Westex and Abingdon. There are many
synergies between the newly enlarged groups, not just in terms of
logistics, but also in the wealth of experience and management
talent. We are confident these synergies will enable the group over
the coming months to increase the returns of all operations with
improved efficiency and extra buying power. The result will be
enhanced service to our customers.
"I and the other managers are also delighted to be becoming
shareholders of Victoria, reflecting our confidence in the group as
a whole and the future value we believe will be created by the
enlarged business."
For more information contact:
Victoria PLC +44 (0) 15
Geoff Wilding Executive Chairman 6274 9300
Cantor Fitzgerald Europe
Rick Thompson, David Foreman
(Corporate finance) +44 (0) 20
David Banks (Corporate broking) 7894 7000
MHP
Nick Denton +44 (0) 20
Vicky Watkins 3128 8100
This information is provided by RNS
The company news service from the London Stock Exchange
END
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