21 Aug 2018 07:00
Strat Aero plc / Index: AIM / TIDM: AERO / Sector: Support Services
21 August 2018
Strat Aero plc ("Strat Aero," the "Company" or the "Group")
Acquisition of controlling interest in GyroMetric Systems
Strat Aero is pleased to announce that it has reached agreement to acquire a further 228,000 ordinary shares in GyroMetric Systems Limited ("GyroMetric") from Braveheart Investment Group plc ("Braveheart"). The consideration of £273,600 will be satisfied by the issue of 23,791,304 new shares in Strat Aero at a price of 1.15p per share ("Consideration Shares") (the "Transaction").
The Transaction increases the Company's shareholding in GyroMetric from 36.9% to 57.8% (and from 33.8% to 53.0% fully diluted based on the options currently exercisable).
The increased investment in GyroMetric reflects the Board's increased confidence in the prospects for GyroMetric. There are also potential synergies between GyroMetric and Geocurve as both have similar development needs for AI based data monitoring, processing, management, and storage.
The Strat Aero board also welcomes Braveheart, which will retain a 19.9% interest in GyroMetric, as a significant new 7.2% shareholder in Strat Aero.
GyroMetric's existing controlling shareholder, Braveheart, owned 40.8% of GyroMetric prior to the Transaction. Trevor Brown, Executive Director of Strat Aero, is Chief Executive of Braveheart and currently owns 29.8% of Braveheart's issued share capital with Braveheart being considered an associate of his and therefore a Related Party of Strat Aero under the AIM Rules for Companies. Accordingly, the Transaction constitutes a related party transaction in accordance with Rule 13 of the AIM Rules for Companies.
The independent Directors in this instance being Nigel Burton and Paul Ryan, consider, having consulted with the Company's nominated adviser, SP Angel, that the terms of the Transaction are fair and reasonable insofar as the Company's shareholders are concerned.
Completion of the Transaction is subject to GyroMetric shareholder approval, which the Company expects to receive by the end of August, at which stage the Company will issue the Consideration Shares and apply for these to be admitted to trading on AIM. Further announcements will be made in due course.
As previously stated, the Directors believe that the Company retains sufficient cash resources to fund the Company's operations beyond the end of this calendar year. This position subsequent to the Transaction remains unchanged.
Strat Aero's operating subsidiary, Geocurve, continues to be busy. Though the summer months are traditionally slow months for the construction and surveying industries, Geocurve has not experienced any slow down. The Company will report fully on business prospects when Interim figures are released in September.
Nigel Burton, Strat Aero Director said: "The acquisition of this controlling interest in GyroMetric marks a further step in our previously announced strategy of investing in world leading technological services that are relevant to existing operational business within Strat Aero, i.e. with the potential through data and analysis to revolutionise monitoring and inspection services in high value and mission critical environments. Strat Aero, which has been represented on the GyroMetric board since our initial investment in April, looks forward to continuing to work with the GyroMetric management team to support the future development and success of GyroMetric."
Alan Lamb Chairman of GyroMetric, said: "We are pleased to welcome Strat Aero's increased shareholding in GyroMetric. Their investment demonstrates a recognition of what GyroMetric has achieved and the exciting prospects for further application of the company's monitoring, control and safeguarding systems."
About GyroMetric
GyroMetric Systems Ltd develops and manufactures digital monitoring and safeguarding equipment for rotating shafts, with proprietary intellectual property including algorithms, software and relevant patent protection. The company's technology is proven, operating reliably in harsh environments over many years. These systems set a new standard of measurement and protection that can be used on any rotating shaft from a bench tool spindle to a cruise liner propeller shaft.
In addition to the company's established Incremental Motion Encoder (IME) system, GyroMetric has recently filed a patent application for a new method of measuring the axial movement of rotating shafts which matches the reliability achieved by its digital radial measurement method.
The GyroMetric active protection system has been certified for the marine market by IACS (International Association of Classification Societies) and ABS (American Bureau of Shipping). Working with global marine coupling supplier Vulkan Gmbh, GyroMetric has over 60 systems in service which protect large marine drives and couplings, producing considerable cost savings for their ship owners.
More recently GyroMetric has moved into monitoring and protecting wind turbines, having recently completed highly successful trials using the world's newest and most powerful offshore wind turbine drive train test facility at the Offshore Renewable Energy (ORE) Catapult at Blyth. Working with ORE Catapult's drivetrain experts, GyroMetric's technology has been tested to improve the understanding of the behaviour of the components in use, with a view to increasing the efficiency and output of wind turbines, whilst reducing the requirement for unplanned maintenance.
Further applications in other industrial sectors are being considered as the company works to strengthen its sales and marketing resources.
Much of industry depends on rotating shafts and the health, or otherwise, of these systems is critical. Important sectors for the GyroMetric business to date have been in marine engines, machine tools and wind turbines and it has great potential in sectors such as nuclear and other power stations and within petrochemical plants. Monitoring the condition of rotating shaft mechanisms has traditionally been carried out using vibration sensors. Such sensors measure the frequencies and amplitudes of vibration. The GyroMetric approach is to measure accurately the actual displacements and the frequencies which, coupled with real time monitoring, enables automatic intervention to safeguard equipment and gives much richer data for assessing performance including wear and load calculations, and to facilitate optimal maintenance and replacement planning.
The GyroMetric system is able to measure the runout (positioning error) of bearings to one tenth of a micron (0.0001 mm) at speeds of up to 20,000 revolutions per minute. The unique ability of the GyroMetric system to do this reliably over a wide range of speeds and shaft sizes makes the system applicable to most industrial applications.
The system uses standard sensor and electronics technology so installation and operating costs are comparable with current technologies, but with significantly enhanced accuracy and diagnostic capabilities which are vital for condition monitoring of capital equipment. GyroMetric data can be used to optimise performance by continually maximising output and planning maintenance to minimise down time. Material operating cost reductions have been achieved using GyroMetric data, providing a substantial competitive advantage for owners.
During the year to 31 December 2017, GyroMetric recorded an unaudited loss of £30,634.
Further details can be found on the GyroMetric website https://GyroMetric.systems
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
For further information please visit www.strat-aero.com or contact:
Strat Aero plc
Trevor Brown (Executive Director) +41 7941 55384
Nigel Burton (Non-Executive Chairman) +44 7785 234447
SP Angel Corporate Finance LLP +44 20 3470 0470
Stuart Gledhill
Jeff Keating
Caroline Rowe
Peterhouse Corporate Finance +44 20 7469 0930
Lucy Williams
Fungai Ndoro
Notes
Strat Aero plc is focused on the continued development of the Company's 'Survey & Inspection' business, in addition to implementing an enhanced growth strategy via the appraisal of complementary acquisition or investment opportunities, and in February 2018 acquired a 37% stake in GyroMetric Systems, which specialises in next generation digital shaft monitoring. This is in line with the Company's stated objective to achieve improved financial performance in the near term.