KGP.L Regulatory News (KGP)

Kingspan Group plc

Acquisition

11 November 2014

Kingspan Group plc ("Kingspan") announces the acquisition of Vicwest Building Products

Kingspan, the global leader in high performance insulation and building envelopes, is pleased to announce that it has entered into an agreement to acquire the Building Products ("BP") division of Vicwest Inc ("Vicwest").

Vicwest is a Canadian listed company. Its BP division comprises three Insulated Panel manufacturing plants in addition to a number of profiling facilities across Canada and the US.

The consideration for the BP business is circa C$154.5m inclusive of debt and reorganisation costs, payable in cash on completion. The BP revenues for the 12 months to 31 December 2013 were C$253.7m, and pro forma EBITDA for the same period was C$13.2m with forecast pro forma EBITDA for 2014 of C$15.0m. BP had gross assets of C$127.1m as at 30 June 2014. Post acquisition, Kingspan plans to implement further changes in the BP business and the impact of these changes is expected to increase the annual pro forma EBITDA to circa C$18.0m. The current management team of the BP business will be transferring to Kingspan following completion.

The acquisition will be structured as the purchase by Kingspan of the entire issued and outstanding share capital of Vicwest, by way of a court approved plan of arrangement (the "Arrangement"), and the simultaneous transfer of the Westeel business and assets to Ag Growth International Inc ("AGI"). The total estimated consideration payable under the Arrangement is C$376.0m, of which Kingspan will fund circa C$154.5m and AGI will fund C$221.5m. The acquisition of the BP business will be funded from Kingspan's existing credit facilities.

Completion of the Arrangement is subject to a number of conditions including, but not limited to, the approval of Vicwest's shareholders at a special meeting to be held to consider the Arrangement, as well as customary court and regulatory approvals. Subject to receipt of all required approvals, closing is expected to occur in the first quarter of 2015. The completion of both proposed transactions, the sale of Vicwest and the sale of the Westeel division, are inter-conditional.

Gene Murtagh, Kingspan Chief Executive Officer, commented: "The acquisition of Vicwest Building Products boosts Kingspan's ability to drive conversion of the North American construction market to more energy-efficient Insulated Panels, coming at a time when the energy agenda in North America is becoming increasingly persuasive."

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