Headlam Regulatory News (HEAD)

7 December 2017

Headlam Group plc

('Headlam' or the 'Company')

Acquisition of Domus Group of Companies Limited ('Domus')

Headlam Group plc (LSE: HEAD), Europe's largest distributor of floorcoverings, is pleased to announce the acquisition of Domus, the UK's leading specification consultant and supplier of hard surfaces for premium construction and refurbishment projects, for a total maximum consideration of £35.4 million (the 'Acquisition').

Domus's core product offering is premium ceramic tiles and engineered flooring, encompassing engineered wood, luxury vinyl tiles ('LVT') and laminate, for application into the residential and commercial project markets. The products are sourced primarily from manufacturers located in Italy, with long-term supply arrangements covering the majority of product lines. Product specifications and orders are achieved by Domus working predominately with architects and interior designers throughout the design phase of a project. Large-scale schemes completed include Battersea Power Station, Wembley Stadium, Terminals 2 and 5 at London Heathrow Airport and the new U.S. Embassy in Nine Elms, South London. In 2016 Domus completed over 3,500 projects for a diverse customer base across commercial office, residential, leisure and retail sectors. For the financial year ended 31 December 2016, Domus reported revenue, EBITDA and profit before tax of £29.6 million, £4.4 million and £2.9 million respectively, with a closing order book of £7.8 million and gross assets of £20.4 million.

Domus will continue to be operated under its existing Domus brand by the incumbent management team as a distinct business unit of the Company. Jon Newey, Domus's Chief Executive, has been with Domus since 2001 having led a management buy-in at that time with other members of the existing senior management team.

The Acquisition reflects the Company's stated strategy of acquiring businesses that have a strategic benefit, bring further geographic coverage, and increase or expand the Company's market presence into certain product lines and market segments. The Acquisition is complementary to the Company's market-leading core business which supplies a high volume of small orders into both the residential and commercial sectors, and has minimal overlap in terms of current product lines, suppliers and customer base. Domus diversifies and broadens Headlam's overall position in the floorcoverings market with entry into ceramics and an increased weighting in engineered wood, LVT and laminate, incorporating product lines that continue to achieve ongoing growth in the market.

In addition, Domus significantly increases the Company's presence in the commercial specification market and brings considerable expertise into the Company, providing a platform to pursue further domestic and international growth opportunities.

Terms of the Acquisition

Under the terms of the Acquisition, Headlam has acquired the entire issued share capital of Domus from Alcuin Capital Partners LLP and the senior management of Domus, on a cash-free, debt-free basis, for a total maximum consideration of £35.4 million.

The total consideration comprises an initial cash consideration of £29.4 million paid on completion and satisfied by the Company's existing cash and debt facilities; a deferred consideration of £3.3 million, payable in cash and ordinary shares of 5 pence each in the capital of the Company ('Ordinary Shares'), of which £1.6 million is payable on 7 December 2019 and £1.7 million is payable on 7 December 2020 (the 'Deferred Consideration'); and a further maximum contingent consideration of £2.7 million, payable in cash based on Domus achieving certain EBITDA targets over the three-year period ending 31 December 2020.

£1.5 million of the Deferred Consideration will be satisfied by the issue of new Ordinary Shares, with 88,350 Ordinary Shares to be issued on 7 December 2019 and 187,116 Ordinary Shares to be issued on 7 December 2020, at an issue price of 535.42 pence each, being a 5 per cent discount to the average closing price of the Company's Ordinary Shares for the 30 trading days prior to the date of this announcement.

The acquisition is expected to be immediately earnings enhancing and will improve the Company's overall margin mix.

Steve Wilson, Chief Executive of Headlam, said:

"Domus is a significant addition to Headlam and broadens our overall position in the industry. Domus provides us with meaningful product, supplier and customer diversification and expansion into a market segment that offers higher levels of profitability and additional growth opportunities.

"Domus holds a highly respected market-leading position with strong national brand coverage developed over many years, and the strength of its market recognition is evident in the high-profile projects completed, extensive pipeline of project opportunities and order book. This, together with the established and cash generative nature of its business model, provides a solid platform from which to pursue a number of potential growth opportunities."

Headlam has today issued a separate Trading Update announcement.

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Notes for Editors:

About Domus (www.domusgroup.com)

Established in 1964, Domus is the UK's leading specification consultant and supplier of ceramic tiles for premium construction projects, primarily in commercial office and residential sectors as well as leisure, retail and education, with a fast-growing presence in engineered flooring and other hard surfaces. It has created its dominant position in the UK and international presence through a highly targeted sales and marketing programme, focused on the needs and demands of the architectural design community. This professional approach is built on exceptional design-led service, technical expertise and a comprehensive, innovative product range. 

A team of 30 sales people operate primarily from Domus's three award-winning London specification centres which service the London and South-East region supporting architects on large projects and also interior designers and high-end consumers on smaller schemes. The team monitors and services a pipeline of over 5,000 project opportunities each year across a broad range of markets and sectors, and is supported by a highly responsive customer services and delivery team.

The business has long-term relationships with some of the best manufacturers in the world to provide premium materials into a design community with a strong appetite for new products.

The Domus brand is highly respected in the industry for its quality, professionalism and trustworthiness as evidenced by its history of winning some of the largest and highest profile projects in the market including Battersea Power Station, Television Centre - White City, and the new U.S. Embassy in Nine Elms, South London.

About Headlam (www.headlam.com)

Headlam is Europe's largest distributor of floorcoverings having grown significantly via organic growth and acquisition since 1992.

Headlam's core business provides the distribution link between suppliers and customers of floorcoverings, providing suppliers with the greatest coverage and customer penetration for their products across the UK and Continental Europe, and customers with the broadest range of products supported by next day delivery. The acquisition of Domus, the UK's leading specification consultant, extends the Company's activities into the supply of hard surfaces for premium construction and refurbishment projects.

The Company is engaged with suppliers across 17 countries whose products cover a significant proportion of the floorcoverings market including, carpet, residential vinyl, wood, laminate, luxury vinyl tile, ceramic, underlay and commercial flooring. The Company's customers are within both the residential and commercial sectors and comprise principally independent retailers and flooring contractors.

The Company comprises 62 wholly-owned businesses in the UK and Continental Europe each operating under their own trade brand and utilising their individual sales team which achieves a greater reach into the customer base.

Each of the businesses is supported by the Company's centralised and financial resources and extensive distribution network across the UK and Continental Europe.