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1 March 2010
Michelmersh Brick Holdings plc
("Michelmersh", the "Group" or the "Company")
Acquisition of Freshfield Lane Brickworks Limited
Proposed Placing of 10,000,000 Ordinary Shares at 30 pence per Ordinary Share,
Notice of General Meeting
Michelmersh Brick Holdings plc (AIM: MBH), the specialist brick, land development and landfill company, is pleased to announce that it has conditionally agreed to acquire Freshfield Lane Brickworks Limited (FLB), a leading independent manufacturer of high quality clamp-fired stock bricks based in Danehill, Sussex, for a total consideration of £10.0 million.
The Company also announces that it has conditionally placed 10,000,000 new Ordinary Shares at a price of 30 pence per Ordinary Share, raising gross proceeds of £3.0 million from new and existing institutional and other investors.
Michelmersh will shortly publish a shareholder circular in connection with the above and will convene a General Meeting for 24 March 2010 to approve certain matters necessary to implement the proposed fundraising.
SUMMARY
* Acquisition of FLB, a leading independent manufacturer of high quality clamp-fired stock bricks based in Danehill, Sussex.
* The consideration of £10.0 million for FLB, comprises a cash consideration of £5.0 million plus £3.0 million through the issue of approximately 7.69 million Consideration Shares issued at a price of 39 pence per Ordinary Share and £2.0 million in Loan Notes maturing in 2012.
* FLB will be acquired with stock, work in progress and net receivables totalling approximately £2.0 million and net debt of approximately £1.1 million.
* The Directors believe that there are various compelling strategic reasons for the Acquisition including:
·; FLB is a well established, long standing and successful business with a strong, recognised brand name;
·; FLB is recognised as the sole remaining independent manufacturer of clamp-fired bricks in
southern England;
·; FLB's strong brand name and its premium product range will be highly complementary to
Michelmersh's existing products;
·; expansion of Michelmersh's operations in the important south east England market and the
acquisition of FLB will broaden further Michelmersh's customer base;
·; the Acquisition will result in the combination of two experienced management and operations teams: Michelmersh will strengthen its board through the appointment of two executive directors of FLB, Alan Hardy and Frank Hanna;
·; the acquisition of manufacturing, mineral and freehold land assets with significant development potential;
·; the Enlarged Group should have access to greater acquisition and organic growth opportunities and enhanced ability to execute these as they arise.
* Eric Gadsden, Chairman of Michelmersh will invest £384,214.50 to acquire 1,280,715 new Ordinary Shares pursuant to the Placing. Following completion of the Placing, Eric Gadsden will own 39.34 per cent. of the Company's enlarged issued share capital.
* The Placing Price represents a discount of 22 per cent. to the closing middle market price of 38.5 pence per Ordinary Share on 26 February 2010, being the latest practicable date prior to this announcement.
* The Placing Shares will represent approximately 17.21 per cent. of the Company's issued share capital
* A General Meeting of the Company is being convened for 24 March 2010 at which the resolution for the purpose of effecting the fundraising will be proposed.
* If the resolution is passed and the other conditions to the fundraising are satisfied, it is expected that dealings in the new Ordinary Shares, to be issued through the Placing and as Consideration Shares, will commence on AIM at 8.00 a.m. on 25 March 2010.
Eric Gadsden, Chaiman of Michelmersh said: "These funds allow us to proceed with the acquisition of FLB which will enable us to take advantage of the current opportunities in the south east England market. This enables us to expand our operations and significantly broaden our customer base. We believe it is a very compelling move forward for the business and one from which we can create real shareholder value and establish a strong platform for the future of Michelmersh. We very much appreciate the encouragement and support we have received in the Placing from both existing and new investors. Finally, I would like to welcome Alan and Frank to the Michelmersh Board and we very much look forward to working with them."
For further information:
| Michelmersh Brick Holdings plc: Martin Warner, Chief Executive
| 01442 870227 |
| Charles Stanley Securities, Nominated Adviser: Russell Cook/Carl Holmes
| 020 7149 6000 |
| Tavistock Communications: Jeremy Carey/Gemma Bradley | 020 7920 3150 |
1. Introduction
Further to the announcement on 28 January 2010, where the Company indicated that it was exploring a number of opportunities to accelerate its development and also foreshadowed a possible equity fundraising, Michelmersh Brick Holdings plc (AIM: MBH), the specialist brick, land development and landfill company, is pleased to announce that it has conditionally agreed to acquire Freshfield Lane Brickworks Limited ("FLB"), a leading independent manufacturer of high quality clamp-fired stock bricks based in Danehill, Sussex. The consideration of £10.0 million comprises cash consideration of £5.0 million, plus £3.0 million through the issue of approximately 7.69 million Consideration Shares issued at a price of 39 pence per Ordinary Share and £2.0 million in Loan Notes issued pursuant to the Loan Note Instrument maturing in 2012.
The Company is also pleased to announce that, subject inter alia to Shareholders' approval, Michelmersh has raised £3.0, before expenses, through the Placing in aggregate of 10,000,000 New Ordinary Shares at 30 pence per Ordinary Share.
The Placing is subject to approval by Shareholders at the General Meeting to be held at 11.00 a.m. on 24 March 2010, and to Admission of the Placing Shares.
If the Resolution is duly passed, it is expected that the New Ordinary Shares will be admitted to trading on AIM on 25 March 2010.
2. Background to the Acquisition
Michelmersh has conditionally agreed to acquire FLB, a leading independent manufacturer of high quality clamp-fired stock bricks based in Danehill, Sussex. The Directors believe that FLB is an excellent strategic fit for the Group and that it can be integrated into the Group's existing operations.
The Directors believe that there are various compelling strategic reasons for the Acquisition including:
Ÿ FLB is a well established, long standing and successful business with a strong recognised brand name;
Ÿ FLB is recognised as the sole remaining independent manufacturer of clamp-fired bricks in southern England;
Ÿ FLB's strong brand name and its premium product range will be highly complementary to Michelmersh's existing products;
Ÿ expansion of Michelmersh's operations in the important south east England market and the acquisition of FLB will broaden further Michelmersh's customer base;
Ÿ the Acquisition will result in the combination of two experienced management and operations teams: Michelmersh will strengthen its Board through the appointment of two executive directors of FLB, Alan Hardy and Frank Hanna;
Ÿ the acquisition of manufacturing, mineral and freehold land assets with significant development potential;
Ÿ the Enlarged Group should have access to greater acquisition and organic growth opportunities and enhanced ability to execute these as they arise.
The Acquisition will be financed from the proceeds of the Placing, the Director's Loan and the issue of the Consideration Shares and Loan Notes to the Vendors.
The UK brick and paver market is characterised by the dominance of three larger manufacturers, which in 2008 each represented in excess of 25 per cent. of total brick sales in the UK, and a number of smaller manufacturers of which Michelmersh is the largest. Since 2006 the market has seen significant contraction, with total brick sales falling from 2.4 billion in 2006 to 1.8 billion in 2008. The Directors believe that this decline has been due to the dramatic downturn in house construction and, to a lesser degree, a decline in other construction projects, not only in the UK but across Europe, North America and elsewhere.
The Directors believe further, that the UK building products supply market is undergoing significant structural change in response to these changed market conditions. The Acquisition is considered by the Directors to be the next step in the Company's wider strategy to participate in the anticipated reorganisation of the UK brick manufacturing sector, with the objective that Michelmersh will be a leading UK brick manufacturer with attractive land reclamation, landfill and residential development opportunities.
3. Information on Freshfield Lane Brickworks
Freshfield Lane Brickworks manufactures up to 30 million clamp-fired stock bricks per annum. Its products are sold extensively to the construction sector in the south east of England and for specific projects throughout the rest of the country. The Directors believe that FLB has built a strong reputation for excellence in the design and production of distinctive, clamp-fired, multi-coloured stock facing bricks targeted at the niche premium segment of the market.
FLB is owned predominately by the Hardy family who founded the business over a century ago. Under their stewardship the business has been expanded and modernised by combining traditional manufacturing techniques with the latest technology. The Hardy family remains actively involved in the management of FLB and it is proposed that Mr. Alan Hardy, the Managing Director of FLB together with Mr. Francis Hanna, the Sales and Technology Director of FLB, will join the Board of the Company on completion of the Acquisition.
The clays used to manufacture FLB's products are extracted from its own quarries that will be acquired as part of the Acquisition. In addition to FLB's mineral resources, it is the owner of approximately 470 acres of freehold farming land which is currently used for quarrying and a variety of agricultural purposes including cropping and forestry. There are four residential properties on FLB's land holding which are let on commercial terms.
Financial information on Freshfield Lane Brickworks
The trading record of FLB for the two years ended 31 October 2007 and 2008, as extracted from its audited financial statements, and for the year ended 31 October 2009 as extracted from the management accounts of FLB, is detailed below:
|
| 2009 | 2008 | 2007 |
|
| £ | £ | £ |
| Turnover | 6,383,891 | 6,730,961 | 7,543,070 |
| Operating profit* | (746,398) | (53,186) | 583,328 |
| Profit before taxation* | (775,173) | (60,509) | 581,221 |
|
|
|
|
|
| Non-commercial expenses * | 447,374 | 155,152 | 240,011 |
|
|
|
|
|
| Net assets | 7,687,316 | 5,506,488 | 5,606,012 |
* The Operating profits and Profit before taxation are stated with inclusion of certain expenses incurred by FLB which the Directors consider are of a non-commercial or business nature, including but not limited to: the cost of operating a private helicopter, and the payment of above market rate self directed pension contributions and directors' fees.
An independent valuation of FLB's freehold property has been conducted by Gerald Eve LLP, dated 5 November 2009. The valuation was conducted in accordance with the Practice Statements and Guidance Notes contained in the Valuation Standards of the Royal Institution of Chartered Surveyors 6th Edition. The independent valuation of the market value of the freehold properties owned by FLB, to be acquired as part of the terms of the Acquisition, was £4.7 million, which is the sum of three parts as set out in the table below:
|
|
|
|
| £ |
| Brickworks / quarries / reserves | 2,730,000 |
| Agricultural / woodland / scrub | 1,030,000 |
| Four residential houses | 940,000 |
|
| 4,700,000 |
4. Principal terms of the Acquisition Agreement
Under the terms of the Acquisition Agreement the Company will acquire FLB for a maximum consideration of £10.0 million to be satisfied as to:
Ÿ £5.0 million in cash;
Ÿ £3.0 million by the issue of 7,962,308 million Consideration Shares to the Vendors. The number of Consideration Shares has been calculated on the basis of a price of 39 pence per Consideration Share; and
Ÿ the issue of £2.0 million of Loan Notes payable in 2012.
FLB will be acquired with stock, work in progress and net receivables estimated at not less than £2.0 million and net debt of approximately £1.1 million. The Acquisition Agreement contains price adjustment mechanisms linked to such working capital and indebtedness at the time of completion.
The Acquisition is conditional upon, inter alia, admission of the Consideration Shares to trading on AIM.
The Vendors have undertaken not to dispose of the Consideration Shares for a period of at least 12 months following completion of the Acquisition, and thereafter for a further 24 months only through the Company's broker and subject to an orderly market agreement.
The Consideration Shares will rank equally in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared or made after the date of their issue. Application will be made for the Consideration Shares to be admitted to AIM. It is expected that Admission of the Consideration Shares will be on 25 March 2010.
5. Background to and reasons for the Placing
The Company is proposing to raise £3.0 million, by way of a placing of the Placing Shares at a price of 30 pence per share with certain institutional and other investors. The Placees include the Company's Chairman, Eric Gadsden, who has subscribed for 1,280,715 Placing Shares and who is also making the Director's Loan. The Placing Price represents a discount of 22 per cent. to the closing mid-market price of 38.5 pence per Ordinary Share on 26 February 2010, being the latest practicable date prior to the posting of this document. The Placing Shares will represent approximately 17.2 per cent. of the fully diluted share capital of the Company as enlarged by the Acquisition and Placing. The Placing Shares have been placed by Charles Stanley Securities subject to the terms of the Placing Agreement and conditional inter alia upon the passing of the Resolution at the forthcoming General Meeting.
The proceeds will be used to:
Ÿ meet part of the cash consideration payable to the Vendors and
Ÿ discharge the costs and expenses of the Acquisition and the Placing
The Placing is not a rights issue or open offer and the Placing Shares will not be offered generally to Shareholders on a pre-emptive basis. The Directors believe that the considerable extra cost and delay involved in a rights issue or open offer would not be in the best interests of the Company in the circumstances, and accordingly the Board considers that it is in the best interests of the Company and Shareholders as a whole for the funds to be raised through the Placing.
The Placing has been supported by a number of new and existing institutional and other investors. The Directors believe that the support of these institutions demonstrates confidence in Michelmersh, the Acquisition and the Directors' plans for the future development of the Enlarged Group.
Following completion of the Acquisition and the Placing, the Directors and other Significant Shareholders will, so far as the Company is aware, have the following interests in Ordinary Shares:
| Shareholder | Current shareholding | Percentage shareholding | Shareholding immediately following the Placing and Acquisition | Percentage of issued share following the Placing and Acquisition |
|
|
|
|
|
|
| Eric Gadsden | 21,575,892 | 53.4% | 22,856,607 | 39.3% |
| Martin Warner | 6,588,732 | 16.3% | 6,588,732 | 11.3% |
| Mrs BVS Hardy Settlements* | - | - | 5,166,474 | 8.9% |
| Octopus Investments | 1,890,685 | 4.7% | 2,557,352 | 4.4% |
| Majedie Asset Management | 1,435,000 | 3.6% | 2,268,333 | 3.9% |
| Alan Hardy | - | - | 1,262,917 | 2.2% |
| Frank Hanna | - | - | 1,262,917 | 2.2% |
| Bob Carlton-Porter** | 76,628 | 0.2% | 76,628 | 0.1% |
| Craig Robinson | 44,500 | 0.1% | 44,500 | 0.1% |
* Comprising Mrs BVS Hardy Settlement 1965 and Mrs BVS Hardy Settlement 1985.
** Shares held through a company in which Mr Carlton-Porter has a controlling interest
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM, conditional upon the passing of the Resolution. It is expected that Admission of the Placing Shares will become effective and that trading in the Placing Shares will commence on AIM at 8.00 a.m. on 25 March 2010.
The Placing Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares, including the right to receive any dividend or other distribution declared, made or paid after the date of their issue.
It is expected that CREST accounts will be credited with entitlements to Placing Shares as soon as practicable following Admission and share certificates for the Placing Shares which are to be held in certificated form will be dispatched to placees by 15 April 2010. The Placing Shares will be in registered form and no temporary documents of title will be issued.
6. Background and information of the New Directors
Alan Ronald Geoffrey Hardy, aged 51
Alan Hardy has worked at FLB since 1983 apart from a period of time at Redland Bricks Limited in 1985. Alan became a shareholder in FLB in 1984 and he became managing director of FLB in 1986. Alan is also a Justice of the Peace for the Sussex Northern Bench, having been appointed in 1992.
Francis (Frank) John Hanna, aged 41
Frank joined FLB in 1991 having worked previously in architecture and for Hanson Brick Ltd. Frank was appointed to the board of FLB in 1996 as sales and technical director, becoming a shareholder in FLB in 2000. Frank is a board member of the Brick Development Association.
AIM Rules disclosure
Save for the disclosures below, there is no other information that is required to disclosed under Schedule 2 paragraph (g) of the AIM Rules.
|
| Current directorships or partnerships | Directorships within the last five years |
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|
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| Alan Hardy | Freshfield Lane Brickworks Ltd | Youth with a mission Ltd |
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| MREPS Trustees (No 94) Ltd |
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| Frank Hanna | Freshfield Lane Brickworks Ltd |
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| Brick Development Association Ltd |
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7. Current trading & prospects
As announced in the trading update on 28 January 2010, trading across the Group remains satisfactory in what continue to be extremely challenging market conditions and the Board anticipates that the results for the year to 31 December 2009 will be in line with current market expectations.
The Board was also very pleased to announce that planning permission has been granted by Telford & Wrekin Council for the construction of 170 houses on 16 acres of development land at the Company's site at Hadley, Telford. This constitutes the first phase of the development of 90 acres over the next 10 years in partnership with Persimmon Homes plc.
Sales at FLB for the period since 31 October 2009 have remained in line with management's expectations, notwithstanding the poor weather conditions during early 2010.
8. General Meeting
A General Meeting is being convened to be held at the offices of Charles Stanley Securities at 131 Finsbury Pavement, London EC2A 1NT at 11.00 a.m. on 24 March 2010 to consider and, if thought fit, to pass the Resolution.
The Resolution which will be proposed as a special resolution, is: to increase the authorised share capital of Michelmersh; to grant the Directors a general authority to allot Ordinary Shares; to grant the Directors authority to allot Ordinary Shares for cash otherwise than in proportion to existing shareholdings for the purposes of the Placing and for certain other limited purposes; and to approve certain related party transactions as described in paragraph 10 below.
9. Circular
A circular will today be posted to Shareholders providing details of all matters relating to the Acquisition and Placing.
10. Related Party Transactions
The provision of the Director's Loan of £2.0 million to the Company from Eric Gadsden to be repaid on or before 25 February 2011 is deemed to be a related party transaction for the purposes of AIM Rule 13. The Director's Loan is unsecured and carries an interest rate of 4.25 per cent.
In addition, the issue of the Loan Notes to the New Company Directors, Alan Hardy and Frank Hanna, in their capacity as Vendors is also regarded as a related party transaction for the purposes of the AIM Rules. The Loan Notes will be repaid on 6 April 2012 and carry an interest rate of 4.25 per cent.
The Directors who, with the exception of Eric Gadsden, are independent for the purposes of the AIM Rules, having consulted with Charles Stanley, the Company's Nominated Adviser, consider the terms of the Directors' Loan and the Loan Notes to be fair and reasonable insofar as the Company's Shareholders are concerned.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
| 2010 |
| Latest time and date for receipt of Forms of Proxy | 11.00 a.m. on 22 March |
| General Meeting | 11.00 a.m. on 24 March |
| Admission and dealings in the New Ordinary Shares | 8.00 a.m. on 25 March |
| CREST accounts credited with New Ordinary Shares | 8.00 a.m. on 25 March |
| Dispatch of definitive share certificates for New Ordinary Shares | by 15 April |
PLACING STATISTICS
| Placing Price | 30 pence |
| Number of Existing Ordinary Shares | 40,409,846 |
| Number of Consideration Shares | 7,692,308 |
| Number of Placing Shares | 10,000,000 |
| Number of Ordinary Shares in issue immediately following completion of the Acquisition and the Placing | 58,102,154 |
| Market capitalisation of the Company at the Placing Price immediately following completion of the Acquisition and the Placing | £16.23 million |
| Gross proceeds of the Placing receivable by the Company | £3.0 million |
| Estimated net proceeds of the Placing receivable by the Company | £2.55 million |
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
| "Acquisition"
| the proposed acquisition by the Company of the entire issued share capital of FLB
|
| "Acquisition Agreement"
| the conditional sale and purchase agreement dated 26 February 2010 relating to the Acquisition, further details of which are set out in paragraph 4 of Part 4 of this document
|
| "Admission"
| the admission of the New Ordinary Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules
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| "AIM" | AIM, a market operated by the London Stock Exchange
|
| "AIM Rules" | the rules governing the admission to, and the operation of, AIM as published by the London Stock Exchange from time to time
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| "Charles Stanley" | Charles Stanley Securities, a trading division of Charles Stanley & Co. Limited, the Company's Nominated Adviser and Broker for the purposes of the AIM Rules
|
| "Circular" | the circular posted to Shareholders on 1 March 2010
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| "Consideration Shares" | the 7,692,308 new Ordinary Shares in the Company to be allotted and issued as part consideration for the Acquisition pursuant to the Acquisition Agreement
|
| "CREST" | the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations)
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| "Directors" or the "Board" | the directors of the Company
|
| "Director's Loan" | the loan of £2.0 million to the Company from Eric Gadsden details of which are set out in paragraph 7 of Part 4 of the Circular
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| "Enlarged Group" | the Group, as enlarged by the Acquisition
|
| "Existing Ordinary Shares" | the 40,409,846 Ordinary Shares in issue at the date of this announcement
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| "Freshfield Lane Brickworks" or "FLB"
| Freshfield Lane Brickworks Limited
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| "General Meeting" | the general meeting of the Company convened for 11.00 a.m. on 24 March 2010 and any adjournment thereof
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| "Group" | the Company and its subsidiaries and subsidiary undertakings
|
| "Loan Notes" | the loan notes means the loan notes issued pursuant to the Loan Note Instrument
|
| "Loan Note Instrument" | the instrument constituting £2.0 million of loan notes payable in 2012, details of which are set out in paragraph 4 of Part 4 of the Circular
|
| "London Stock Exchange" | London Stock Exchange plc
|
| "Michelmersh" or the "Company"
| Michelmersh Brick Holdings PLC
|
| "New Directors" | Francis John Hanna and Alan Ronald Geoffrey Hardy
|
| "New Ordinary Shares" | the Consideration Shares and the Placing Shares
|
| "Notice of General Meeting" | the notice of General Meeting set out at the end of the circular to Shareholders
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| "Ordinary Shares" | the ordinary shares of 20 pence each in the capital of the Company
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| "Placing" | the conditional placing of the Placing Shares as described in this document
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| "Placees" | persons who validly apply for Placing Shares
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| "Placing Agreement" | the agreement dated 26 February 2010 between the Company and Charles Stanley in connection with the Placing
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| "Placing Price" | 30 pence per Placing Share
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| "Placing Shares" | 10,000,000 new Ordinary Shares which are proposed to be allotted and issued pursuant to the Placing as described in this announcement
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| "Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
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| "Resolution" | the resolution set out in the Notice of General Meeting
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| "Shareholders" | holders of Ordinary Shares
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| "Significant Shareholder" | a holder of 3 per cent. or more of any class of AIM security (excluding treasury shares) as defined by the AIM Rules
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| "Vendors" | the owners of the entire issued share capital of FLB
|