Morgan Advanced Materials Regulatory News (MGAM)

6 Jan 2009 07:00



THE MORGAN CRUCIBLE COMPANY PLC ("MORGAN CRUCIBLE") INCREASES ITS STAKE IN NP AEROSPACE TO BECOME MAJORITY SHAREHOLDER

Morgan Crucible is pleased to announce it will be increasing its equity stake in NP Aerospace from 49% to 60% by acquiring 11% of the ordinary share capital of the company from the management and Employee Benefit Trust for a consideration of £12.2 million. As a result NP Aerospace will be fully consolidated in to the Morgan Crucible accounts with immediate effect.

NP Aerospace is a composite technical moulding and vehicle integration business that develops, manufactures and markets ballistic protective and other composite products in the defence and civil sectors. It is based in Coventry, UK with approximately 300 employees and has a strong position in the UK with the Ministry of Defence. NP Aerospace has a high degree of experience and expertise in armour systems for military vehicle protection and has been responsible for integrating a significant number of vehicle systems, including Mastiff, used by the British Army. In addition, NP Aerospace enjoys unique areas of application know-how in products such as personal body armour, military helmets, explosive ordnance suits and protective kits for a wide range of vehicles.

The transaction for this 11% tranche of equity has been accelerated from the timetable in the original investment agreement of 1st August 2007 with the consideration payable ultimately dependent on the EBITDA achieved in 2009. Management and the Employee Benefit Trust retain a 40% equity stake and a phased process is in place for Morgan Crucible to acquire this remaining equity in four equal annual instalments starting in early 2010. The consideration payable for the future equity purchases will continue to be based on 7.25 times the EBITDA of the company for the relevant calendar year. 

Mark Robertshaw, Chief Executive Officer of Morgan Crucible said "I am delighted that we have accelerated the programme of purchasing the outstanding equity of NP Aerospace. Since our initial investment in August 2007 the relationship between Morgan Crucible and NP Aerospace has strengthened and both parties have capitalised on the many benefits that we bring to each other. NP Aerospace has enjoyed a year of significant growth in 2008 and is extremely well positioned to continue this track record in 2009, helped by Morgan Crucible's resources and global reach. Being able to consolidate the results of NP Aerospace in Morgan Crucible's accounts also means that the underlying performance and value of the NP Aerospace will now be fully visible in our financial reporting."

Roger Medwell, Chief Executive Officer of NP Aerospace said "Like Morgan Crucible, differentiation of our products by innovative use of our advanced materials continues to be our mission. Since the original investment in 2007, NP Aerospace and Morgan Crucible have worked effectively together, combining our complementary materials, ballistic protective and design expertise to develop a comprehensive range of solutions to defend against ever-changing threats. The NP Aerospace team look forward to working even more closely with Morgan Crucible to meet the demanding requirements of our customers and to capitalise on Morgan Crucible's infrastructure to realise the full potential of the business."

Notes for Class 2 purposes:

The total consideration paid by Morgan Crucible for this additional 11% of NP Aerospace is £12.2 million paid in cash. 10.1% has been acquired as of 5th January 2009 and it has been agreed that a further 0.9% will be acquired from the Employee Benefit Trust within the next two weeks.

In 2007 NP Aerospace revenues were £51.8 million and EBITDA £9.5 million, a margin of 18.4%. As at 31st December 2007 NP Aerospace had gross assets of £36.8 million.

(All the above numbers are quoted from the statutory accounts based on UK GAAP.)

The order book for the business currently stands at approximately £160 million.

For further enquiries:

Mark Robertshaw / Kevin Dangerfield  Morgan Crucible 01753 837300

Mike Smith / Robin Walker Finsbury 020 7251 3801