Hill & Smith Regulatory News (HILS)

5 October 2022

Hill & Smith Holdings PLC

Acquisition of National Signal and Widnes Galvanising

Hill & Smith Holdings PLC ("Hill & Smith" or "the Group"), the international group creating sustainable infrastructure and safe transport through innovation, today announces that it has completed the acquisition of the business and assets of National Signal, Inc. ("National Signal") from its shareholders, the management team, who will be staying with the business. The initial cash consideration is $25.3m (c.£22.2m), on a debt and cash free basis. Further cash consideration of up to $4.0m (c.£3.5m) is payable, conditional on National Signal's achievement of financial performance targets in the three years post-acquisition. The acquisition will be funded from the Group's existing banking facilities.

National Signal, located in Fullerton, California, and led by Mark Fernandez, is a designer, manufacturer and supplier of off-grid solar lighting solutions in the USA. It offers a range of solar lighting and traffic management products across road and other infrastructure applications. The business benefits from the ongoing transition from fossil fuels to a zero-carbon economy, as well as the need to reduce noise pollution, driven by government legislation and customer demands. National Signal is highly complementary to Hill & Smith's 2021 acquisition of Prolectric Services, a UK market leader in off-grid solar energy solutions, and will further accelerate our strategy in this exciting and fast growing market.

In the twelve months to 30 June 2022, National Signal reported unaudited revenue of $27.3m, adjusted EBITDA of $3.4m and gross assets* of $8.3m. National Signal has delivered significant revenue and operating profit growth over the last three years. The acquisition is expected to be modestly earnings enhancing to the Group in 2022. 

The Group is also pleased to announce that it has completed the acquisition of Widnes Galvanising Limited ("Widnes") for a cash consideration of £3.7m on a debt and cash free basis. The acquisition of Widnes further expands the geographic footprint of our UK galvanizing business into the north west of the UK and is aligned to the Group's growth strategy.

Trading Update

The Group will provide its scheduled trading update on 16 November 2022, however it is pleased to confirm that trading has remained robust since the half year with current foreign exchange rates providing potential outperformance.

Alan Giddins, Executive Chair, said:

"National Signal is a high growth temporary solar lighting business, operating in a market with excellent long term potential. Following our investment in Prolectric Services, Hill & Smith has gained significant experience in off-grid solar lighting and energy solutions, and the acquisition of National Signal will further accelerate our strategy in this highly attractive market.

"The acquisition of Widnes Galvanizing is aligned to our UK galvanizing growth strategy and complements our existing geographic footprint by enhancing our presence in the north west of the UK. I am delighted to welcome both National Signal and Widnes Galvanizing and their employees to the Group."

*As at 31 December 2021

 ENDS

For further information, please contact:

Hill & Smith Holdings PLC Tel: +44 (0)121 704 7434

Alan Giddins, Executive Chair

Hannah Nichols, Chief Financial Officer

MHP Communications Tel: +44 (0)20 3128 8613

Andrew Jaques

Rachel Farrington

Catherine Chapman

Notes to Editors

Hill & Smith Holdings PLC creates sustainable infrastructure and safe transport through innovation. The Group employs c.3,800 people worldwide with the majority employed by its autonomous, agile, customer focussed operating businesses based in the UK, USA, Australia, India and Sweden. The Group office is in the UK and it is quoted on the London Stock Exchange (LSE: HILS.L).

The Group's operating businesses are organised into three main business divisions:

Galvanizing Services: dramatically increasing the sustainability and maintenance free life of steel products including structural steel work, lighting, bridges, agricultural and other products for the industrial and infrastructure markets.

Engineered Solutions: supplying engineered steel and composite solutions with low embodied energy for a wide range of infrastructure markets including energy generation and distribution, marine, rail and housing. The division also supplies engineered pipe supports for the water, power and liquid natural gas markets and seismic protection solutions.

Roads & Security: supplying products and services to support road and highway infrastructure including temporary and permanent road safety barriers, renewable energy lighting and power solutions, Intelligent Traffic Solutions, street lighting columns and bridge parapets. The security portfolio includes hostile vehicle mitigation solutions, high security fencing and automated gate solutions.