Volution Group PLS Regulatory News (FAN)

Monday 2 August 2021

Volution Group plc

Acquisition of Energy Recovery Industries

Volution Group plc ("Volution" or "the Group" or "the Company", LSE: FAN), a leading international designer and manufacturer of energy efficient indoor air quality solutions, is pleased to announce that it has signed an agreement to acquire Energy Recovery Industries1 ("ERI"), a leading manufacturer and supplier of low-carbon, energy efficient heat exchanger cells, for an initial consideration of €23.4 million on a debt free cash free basis, with a further contingent cash consideration of up to €12.4 million based on stretching targets for the financial results for the year ending 31 December 2023.

ERI designs and manufactures a range of innovative and highly efficient aluminium heat exchanger cells for use primarily in commercial heat recovery ventilation systems. Products are manufactured in ERI's modern, high quality production facility in Bitola, North Macedonia, and are supplied to heat recovery and air handling unit manufacturers predominantly in Europe, including existing Volution Group companies.

A comprehensive and pre-existing expansion plan is in progress which will include the acquisition of adjacent land, extension of the factory and further investment in machinery and automation, to support ERI's growth ambitions. Sales and distribution entities in Italy, Spain and the U.K. also form part of the transaction, and the founding major shareholder Umberto Fiorentini and his senior management team will remain with the business and continue to lead it post completion. The Managing Director and minority shareholder of the U.K. sales entity, Michael Parker, will continue to own 49% of the shares of the U.K. entity.

For the financial year ended 31 December 2020, ERI generated revenue of €11.3 million and profit before tax of €2.0 million, with gross assets of €7.6 million. Revenue is growing at double-digit rates in calendar year 2021 and the acquisition is expected to be immediately earnings accretive for the Group.

Completion of the transaction is conditional on approval of the Merger Authority in North Macedonia, and is expected to take approximately four to six weeks. The transaction will be funded from existing cash and the Group's Sustainability Linked Revolving Credit Facility.

Ronnie George, Volution Chief Executive Officer, commented:

"We are delighted to reach agreement to acquire Energy Recovery Industries and to add this exciting Low Carbon technology to our Group's capabilities. The increasing focus of governments in achieving their local net zero carbon targets, the International Building Regulation response plus key recommendations made recently in the "Fit for 55"2 announcement are all structural growth drivers for the use of heat recovery cells. The combination of Volution's appetite to invest and the ERI team's expertise in this area of the market will make for an exciting combination."

1 Acquisition encompasses 100% of ERI Corporation DOO Bitola (North Macedonia), 100% of ERI Corporation S.R.L. (Italy), 100% of Energy Recovery Industries Trading SLU (Spain) and 51% of Energy Recovery Industries Corporation Ltd (UK).

2. "Fit for 55" is the European Commission legislative package supporting its commitment to reduce net greenhouse gas emissions by at least 55% by 2030.

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For further information: 

Certain information contained in this announcement would have constituted inside information (as defined by Article 7 of Regulation (EU) No 596/2014 as amended by The Market Abuse (Amendment) (EU Exit) Regulations 2019) prior to its release as part of this announcement.

Volution Group plc Legal Entity Identifier: 213800EPT84EQCDHO768.

Note to Editors:

Volution Group plc (LSE: FAN) is a leading international designer and manufacturer of energy efficient indoor air quality solutions. Volution Group comprises 18 key brands across three regions:

UK: Vent-Axia, Manrose, Diffusion, National Ventilation, Airtech, Breathing Buildings, Torin-Sifan.

Continental Europe: Fresh, PAX, VoltAir, Kair, Air Connection, Rtek, inVENTer, Ventilair, ClimaRad.

Australasia: Simx, Ventair, Manrose.

For more information, please go to: www.volutiongroupplc.com

Cautionary statement regarding forward-looking statements

This document may contain forward-looking statements which are made in good faith and are based on current expectations or beliefs, as well as assumptions about future events. You can sometimes, but not always, identify these statements by the use of a date in the future or such words as "will", "anticipate", "estimate", "expect", "project", "intend", "plan", "should", "may", "assume" and other similar words. By their nature, forward-looking statements are inherently predictive and speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. You should not place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to factors that could cause our actual results to differ materially from those expressed or implied by these statements. The Company undertakes no obligation to update any forward-looking statements contained in this document, whether as a result of new information, future events or otherwise.