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Pin to quick picksDewhurst Regulatory News (DWHT)

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Acquisition and Director Appointment

4 Jun 2018 10:11

RNS Number : 1792Q
Dewhurst PLC
04 June 2018
 

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

 

Dewhurst plc

("Dewhurst" or the "Company")

 

Acquisition of A&A Electrical Distributors Ltd and Director Appointment

 

Dewhurst plc, an independent supplier of quality components to the lift, keypad and transport industries is pleased to announce it has entered into an agreement to acquire the entire issued share capital of A&A Electrical Distributors Limited ("A&A") for an initial consideration of £10.5 million plus a deferred consideration based on profits generated over the next two years (the "Acquisition"). The Acquisition will be funded from existing cash resources.

 

The Board expects the Acquisition will be immediately earnings enhancing.

 

Summary of A&A's business

 

A&A, based in North East London, is a lift and electrical distribution company which works with major and independent lift companies operating in the UK. A&A recently acquired the trade, non-current tangible assets and inventory including work in progress of A. & A. Electrical Distributors Limited (the "Business"), which was founded by Alan and Ann Warren thirty five years ago. Alan and Ann Warren have grown the Business to be a leading supplier of lift components across the UK and have been a long-standing customer of Dewhurst. Whilst Alan and Ann Warren will retire from the day-to-day running of the Business following the Acquisition, they will both remain for a short period to ensure a smooth transition.

 

Prior to acquiring the trade and certain assets of the Business, A&A was a shell company named A&A Woodford Limited with no assets or liabilities.

Summary of the Acquisition terms

 

The Company will acquire the entire issued share capital of A&A for initial cash consideration of £10.5 million plus or minus a cash adjustment for normalised working capital expected to be no more than £250k. In addition, deferred consideration of 25% of the adjusted pre-tax profit generated over the 24 months following the acquisition date which, based on historic profit generated, management anticipate this will result in further consideration payable of approximately £1.5 million.

 

For the year ended 30 June 2016, A&A generated (audited) profit before tax of £3.3 million on turnover of £11.4 million. The reported profit excludes the employment costs of Alan and Ann Warren. The acquired net assets in A&A are expected to be in the region of £0.8 million.

 

Board appointment

 

On completion of the Acquisition, Alan Warren will join the Dewhurst Group Board as a non-executive director on a remuneration of £20k per annum for an initial period of two years effective 13 June 2018.

 

Richard Dewhurst, the Chairman of Dewhurst, said:

 

"A&A is a significant acquisition for Dewhurst and it is important that we are able to replace Alan and Ann with a strong Dewhurst senior team. We are pleased to announce that John Bailey with his wealth of experience within the Group is rejoining us in an executive role as Managing Director of A&A and will remain on the Group Board. We are also delighted that Jeremy Dewhurst is joining the Group as A&A's Finance Director. Jeremy is a qualified Chartered Accountant who was previously a Senior Manager with the Equity Capital Markets team at Deloitte in London."

 

Commenting upon the Acquisition, John Bailey, the new Managing Director of A&A, said:

 

"As one of the UK's leading independent distributors of lift and electrical components, this Acquisition provides an exciting opportunity for A&A and the Dewhurst group to expand our services to the lift industry both in the UK and other overseas markets. The Acquisition is in line with Dewhurst's strategy of providing a broad range of high quality products and services to the lift industry and will be immediately earnings enhancing."

 

-Ends-

 

For further details please contact:

 

Dewhurst Plc Tel: +44 (0) 208 744 8200

Richard Dewhurst, Chairman

Jared Sinclair, Finance Director

www.dewhurst.plc.uk

 

Cantor Fitzgerald Europe Tel: +44 (0) 207 894 7000

David Foreman / Will Goode (Corporate Finance)

Alex Pollen (Sales)

 

 

Additional Information in respect of the AIM Rules

The following information regarding the appointment of Alan Michael Warren, aged 60, is disclosed under Schedule 2(g) of the AIM Rules for Companies:

Current Directorships

Previous Directorships (within the last five years)

A. & A. 2000 Ltd

Universal Lift Products Ltd

A. & A. Electrical Distributors Ltd

A. & A. Electrical Trustees Ltd

Lift and Escalator Industry Association

Foxed Lane (Cuffley) Management Company Ltd

A & A Woodford Ltd

 

As at the date of this announcement, Mr. Warren and persons closely associated with him, is beneficially interested in 7,936 ordinary shares of Dewhurst and 9,090 'A' shares of Dewhurst.

There are no further disclosures required under Schedule 2(g) of the AIM Rules for Companies.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
MSCUGUMUQUPRUBC
Date   Source Headline
21st Dec 20113:58 pmRNSChange of Registered Office
1st Dec 20117:00 amRNSPreliminary Results
23rd Jun 20112:44 pmRNSHolding(s) in Company
8th Jun 20117:00 amRNSInterim Results for the 6 mths ended 31 March 2011
27th Jan 20114:35 pmRNSResult of AGM
20th Dec 20107:00 amRNSAcquisition update
2nd Dec 20107:00 amRNSPreliminary Results
12th Oct 20107:00 amRNSTrading Update
22nd Sep 20108:55 amRNSPurchase of Freehold Property
4th Aug 20102:54 pmRNSDirector/PDMR Shareholding
8th Jul 20107:00 amRNSPension Scheme
30th Jun 20107:00 amRNSAcquisitions
18th Jun 201010:39 amRNSDirectorate Change
17th Jun 20109:17 amRNSDirector/PDMR Shareholding
9th Jun 20107:00 amRNSHalf Yearly Report
28th Jan 20105:20 pmRNSAGM Result and Directorate Change
1st Dec 20097:00 amRNSFinal Results
4th Jun 20097:00 amRNSHalf Yearly Report
9th Mar 20093:22 pmRNSAnnual Report and Accounts
29th Jan 20094:21 pmRNSAGM Statement
22nd Jan 20094:58 pmRNSHolding(s) in Company
2nd Dec 20087:00 amRNSFinal Results
5th Jun 20087:00 amRNSInterim Results
29th Apr 200811:00 amRNSHolding(s) in Company
25th Mar 20082:11 pmRNSTransaction in Own Shares
25th Mar 20089:20 amRNSShare Buyback and TVR
13th Mar 200811:48 amRNSDelivery of 2007 Accounts
4th Dec 20077:01 amRNSFinal Results
1st Oct 200711:46 amRNSBuy Back of Own Shares
24th Aug 200712:14 pmRNSChange of Auditors
15th Aug 20074:31 pmRNSAIM Rule 26
9th Jul 20078:40 amRNSDirector/PDMR Shareholding
7th Jun 20077:01 amRNSInterim Results
19th Apr 20072:28 pmRNSDirector/PDMR Shareholding
5th Mar 20075:06 pmRNSTransaction in Own Shares
11th Jan 20075:30 pmRNSCancellation Treasury Shares
18th Dec 20063:03 pmRNSTotal Voting Rights
11th Dec 20065:58 pmRNSTransaction in Own Shares
7th Dec 20069:01 amRNSFinal Results
8th Jun 20067:01 amRNSInterim Results
22nd Feb 20068:00 amRNSCancellation
2nd Feb 200612:43 pmRNSResult of AGM
25th Jan 20067:01 amRNSSchedule 1 - Dewhurst PLC
24th Jan 200612:30 pmRNSResult of EGM
6th Jan 20065:04 pmRNSCirc re. Acquisition & Cancel
22nd Dec 200510:17 amRNSAcquisition
6th Dec 20057:01 amRNSFinal Results
15th Nov 20054:11 pmRNSNotice of Results
14th Nov 20054:25 pmRNSDirectorate Change
1st Aug 200511:13 amRNSCompany Secretary Change

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