Strix Regulatory News (KETL)

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8 August 2017

Strix Group Plc

("Strix" or the "Company")

Admission to Trading on AIM and First Day of Dealings

Strix Group Plc (AIM: KETL), the designer, manufacturer and supplier of kettle safety controls and other complementary water temperature management components, is pleased to announce the admission today of its ordinary shares to trading on the AIM Market of the London Stock Exchange ("Admission").

Highlights

· Dealings in the ordinary shares will commence at 8.00am today under the ticker "KETL" with the ISIN IM00BF0FMG91

· Successful placing by Zeus Capital which saw strong demand from a range of institutional investors, raising gross proceeds of £190 million

· 190,000,000 new ordinary shares placed with institutional and other investors, including Directors, at a price of 100 pence per ordinary share (the "Placing Price")

· The Company's market capitalisation on Admission, based on the Placing Price, is £190 million

The Company has launched a new investor relations website at www.strixplc.com where investor relations resources and all the information required to be disclosed under AIM Rule 26, including the Company's Admission Document, can be found.

Zeus Capital is Nominated Adviser and Sole Broker to the Company.

Mark Bartlett, CEO of Strix Group Plc, commented: "Today marks a key milestone in the Company's successful and long history. Admission to AIM will support us through our next phase of growth as we look to penetrate new markets, continue to offer the highest quality products and grow our market share, whilst most importantly maintaining strong relationships with our key customers.

"The support we have seen from investors who recognise the significant opportunities of our growing and global market has been very encouraging. We are very much looking forward to life as a public company and reporting on the continued progress of the business in the months and years to come."

Enquiries:

Company Overview

Strix is a global leader in the design, manufacture and supply of kettle safety controls and other components and devices involving water heating and temperature control, steam management and water filtration.

Strix's core product range comprises a variety of safety controls for small domestic appliances, primarily kettles. Kettle safety controls are responsible for disconnecting the power to the heating element when either water has boiled, operated with no water present, or in some products when the kettle is lifted off its base. The kettle control is also designed to act as a safety device, disconnecting the power during abnormal operations such as when there is no water in the appliance, to prevent the element from overheating.

Kettle safety controls require precision engineering and intricate knowledge of material properties in order to repeatedly function correctly. Strix has built up market leading capability and know-how in this field since being founded in 1982.

Strix's main direct customers for safety controls are original equipment manufacturers ("OEMs") involved in the manufacture of kettles and other small domestic appliances. Strix also has indirect customers in the form of appliance brands and retailers, who often work with Strix to select the best OEM for a product and specify the product to meet their quality and price point requirements. Strix has relationships with over 400 brands and retailers globally, who often rely on them to ensure consistency of compliance with applicable regulations and with their own standards, which are often higher, as well as to troubleshoot any manufacturing issues at an appliance level.

Globally, Strix estimates that 174 million kettles were sold in 2016, giving Strix a 38% global market share (2015: 32%.).

Strix has six operational sites globally, of which two are in the Isle of Man (where the Group's head office is located), one is in the UK, two in Hong Kong and one is in China. Strix has manufacturing operations in two locations: Ramsey, Isle of Man and Guangzhou, China.

It is an established, highly cash generative business that has seen revenue increase from £79.9 million in 2015 to £88.7 million in 2016. In the year ended 31 December 2016, Strix recorded an adjusted EBITDA of £33.3 million.

Strix is seeking Admission in order to enhance the profile of the business and to provide permanent capital, enabling the Directors to take long term investment decisions and strengthen its new product development capabilities, for the long term benefit of the business and its customers. The entire net proceeds of the Placing, in combination with new debt facilities, will provide an exit for the Group's current investor group, led by AAC Capital Partners, which has held a stake in the business since 2005.

Board of Directors

The Board on Admission will comprise Gary Lamb as Interim Non-Executive Chairman, Mark Bartlett as Chief Executive Officer, Raudres Wong as Chief Financial Officer, and Mark Kirkland as Independent Non-Executive Director. The Board intends to appoint a permanent Non-Executive Chairman by the end of Q1 2018. Following this appointment, Gary Lamb will step down to become a Non-Executive Director.

Gary Lamb (Interim Non-Executive Chairman)

Gary Lamb is a qualified accountant (CIMA) who has gained extensive business experience over the past 25 years in numerous senior roles. Gary is currently Chief Executive Officer of Manx Telecom plc. Gary led Manx Telecom through a successful initial public offering on AIM in 2014. Prior to joining Manx Telecom, Gary was a founder director of Bladon Jets Limited, and a Non-Executive Director until July 2017. For 11 years, prior to Bladon Jets, Gary was the Finance & IT Director of Strix Limited, leaving in 2007. Gary was a key member of a successful team that delivered impressive growth and played a leading role in two leveraged management buy-out sales to private equity houses.

Mark Bartlett (Chief Executive Officer)

Mark joined Strix in 2006. He leads the organisation, setting the strategic direction and policy and works closely with his leadership team to translate Strix's strategy into tangible results. His experience includes various positions ranging from Engineering Director through to Managing Director for multinationals in Europe and the Americas, with his most recent positions being Managing Director of a company within the Ametek Inc. group and latterly ABS Waste Water Limited.

Raudres Wong (Chief Financial Officer)

Raudres joined Strix in 2011 and is responsible for financial management. She has over 25 years of international experience in corporate finance, business management and mergers and acquisitions. She has worked in Toronto, Japan, Beijing and Hong Kong for multinationals such as IDT International Ltd, Nortel Networks Inc., Level 3 Communications Inc., Nike International Ltd and ASSA ABLOY Ltd, holding senior finance and strategic planning positions. Raudres has a BComm and MBA from McMaster University and qualified as a Chartered Accountant in Canada.

Mark Kirkland (Non-Executive Director)

Mark qualified as an accountant (ACA) with Price Waterhouse in London and has extensive corporate experience gained over the last 25 years having held numerous senior roles in public and private companies. Mark's initial career was in corporate finance, predominantly spent at UBS Limited however in 2003, as part of the founding team, he became CFO of Raven Mount plc (now part of Raven Russia Limited). Latterly, Mark has been chief financial officer of Marwyn Management Partners plc.

Forward looking statements

All statements other than statements of historical fact included in this announcement, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to shareholder returns, dividends or any statements preceded by, followed by or that include the words "targets", "estimates", "envisages", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof, are intended to identify forward looking statements. 

Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results and performance to be materially different from future results and performance expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. Therefore actual outcomes and results may differ materially from what is expressed in such forward looking statements or expectations.

These forward looking statements speak only as of the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

Important Notices

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in, into or from the United States of America, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or transmitted, distributed to, or sent by, any national or resident or citizen of any such countries or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each a "Restricted Jurisdiction"). Any failure to comply with this restriction may constitute a violation of the securities laws or regulations of such jurisdictions.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in any Restricted Jurisdiction. The Placing of Ordinary Shares and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area, qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"); or (ii) if in the United Kingdom, Qualified Investors and fall within: (a) article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (b) article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (iii) to persons to whom it may otherwise be lawful to communicate to (all such persons together being referred to as "Relevant Persons"). The term "Prospectus Directive" means Directive 2003/71/EC as amended and includes any relevant implementing measures in each member state of the European Economic Area.

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

The Ordinary Shares referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States of America, and may not be offered, sold or transferred within the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Ordinary Shares have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Any subscription for or purchase of Ordinary Shares in the proposed Placing should be made solely on the basis of the information contained in the Admission Document dated 27 July 2017 published by the Company in connection with the Placing and Admission. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Placing or any transaction or arrangement referred to in this announcement. This announcement has not been approved by any competent regulatory authority.

In connection with the Placing, Zeus Capital and/or any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing, or otherwise. Accordingly, references in the Admission Document, once published, to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by Zeus Capital and/or any of its affiliates acting as investors for their own accounts. In addition, Zeus Capital and/or its affiliates may enter into financing arrangements and swaps in connection with which Zeus Capital and/or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Zeus Capital has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Zeus Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and Admission or any other matters referred to in this announcement.

Neither Zeus Capital nor any of its subsidiary undertakings, affiliates or any of its partners, directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The anticipated timetable for Admission, including the date of Admission, may be influenced by a range of circumstances, including market conditions. There is no guarantee that Admission will occur and investors should not base their financial decisions on the Company's intentions in relation to the Placing and Admission at this stage.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Certain figures in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.