Last checked at 12 Nov 2012 07:00
Dewhurst plc (the "Company" or "Dewhurst")
Potential Acquisition in Dual Engraving
Dewhurst plc, an independent supplier of quality components to the lift, keypad and transport industries, is pleased to announce it has signed a conditional agreement to acquire 70% of the business and assets of the partnership trading as Dual Engraving from D.E. Corporate Pty Ltd and Datree Pty Ltd (the "Business" or "Dual"). The agreement is subject to satisfactory due diligence on the Business.
Dual, based in Perth, Western Australia (WA), is a lift car interior and fixture manufacturer which works with all the major lift companies in the local WA market. In addition the Business supplies lift components to that market, including products from Dewhurst, Designcom, TL Jones and Memco.
Subject to successful completion, the acquisition of a 70% stake in Dual demonstrates the Company's commitment to continue to expand its international operations. Part of the Company's strategy over recent years has been to seek to add additional fixture businesses around the world that can act as an outlet for sales of the Company's components and add value with local supplies and support for customers. Dual Engraving is already a customer of the Dewhurst Group, so this acquisition will not generate additional component sales, but it will secure those sales.
The key terms of the deal are as follows:
·; The Company will acquire the 50% stake of David Waideman (held by Datree Pty Ltd) for a maximum cash consideration of A$2,050,000 on completion. David Waideman will retire from the business and has agreed to certain restrictive covenants for a period of 3 years.
·; The Company has also agreed with Michael Cook (held by D.E. Corporate Pty Ltd), the remaining shareholder in Dual, to acquire a further 20% stake for a maximum cash consideration of A$820,000 on completion. Michael will retain a 30% stake within the business and act as Director and Operations Manager of Dual. There is also provision within the agreement for Dewhurst to acquire an additional 10% stake within the first 2 years for a maximum of $410,000 as well as pre-emption rights on the remaining 20% shareholding. Michael also has certain restrictive covenants for a period of 3 years.
·; Richard and David Dewhurst will be appointed as directors of Dual Engraving Pty Ltd.
In the year ended 30 June 2012 (the most recently filed financial information), Dual Engraving made a profit before tax of A$1.58m on turnover of approximately A$5.65m.
Commenting on the acquisition, Richard Dewhurst, Chairman of the Company, said:
"Assuming we proceed to completion, the deal will allow us to provide better geographical support to customers in our important Australian market. Dual has been a customer of our Lift Material subsidiary for several years and we have been impressed with the way the business has developed over that period. There are long term plans for further development in Perth, which should support continued growth of the business, although, of course, there are cycles in all economies."
For further details please contact:
Dewhurst Plc Tel: +44 (0)20 8744 8251
Richard Dewhurst / Jared Sinclair
Seymour Pierce Ltd Tel: +44 (0)20 7107 8000
Richard Thompson / David Foreman (Corporate Finance)
Paul Jewell (Corporate Broking)