Trifast Regulatory News (TRI)

Trifast plc

('Trifast', the 'Group' or 'TR')

Leading international specialists in the engineering, manufacturing and distribution

of high quality, industrial fastenings to major global assembly industries

"HOLDING THE WORLD TOGETHER"

ACQUISTION

"TR adds established stainless steel fastener supplier to its portfolio, to drive global product range extension and ongoing growth"

London: Thursday, 5 April 2018: International industrial fastenings group, Trifast (LSE Premium listing: TRI) is pleased to announce that it has extended its distribution product range through the acquisition of Precision Technology Supplies Limited ("PTS" or the "Acquisition"), a key supplier and distributor of stainless steel fastenings in the UK, holding one of the widest product ranges of any supplier in Europe. 

Highlights of the Acquisition

· Initial cash consideration of £8.5 million, subject to adjustment based on the net cash in the business at completion, with contingent cash consideration of up to £2.5 million

· Opportunity to build the Group's presence within the stainless steel fastener market

· Enhances core OEM customer offering and supports ongoing distributor sales growth

· Extends our customer base and sectors served

· Provides proven e-commerce platform

· Synergy benefits expected in the form of more efficient sourcing

· Expected to be earnings enhancing in the financial year-ending 31 March 2019

Commenting on the acquisition, Mark Belton, CEO Trifast said:

"We believe that this acquisition will be earnings enhancing in the financial year-ending 31 March 2019. It will enable us to provide an enhanced offering across our customer network and also strengthen our position when it comes to purchasing synergies and logistics."

"PTS will run as a stand-alone business within the TR family of businesses - however it will, like other brands within the TR portfolio, significantly benefit from the Group's marketing and global sales services which will open-up international markets and access to TR's wider customer network. We anticipate that within the enlarged Group, PTS will be very well placed to drive further sales growth over the coming years.

"Having got to know PTS well, we can see that their additional skills, customers and end markets will further strengthen our profile within the stainless steel market. Building on our product offering and our technical expertise will serve us well as we continue to roll out our strategy for growth."

Overview of Precision Technology Supplies Limited

Based in East Grinstead, UK, PTS was founded in 1988 and employs 27 staff. It is a highly regarded distributor of stainless steel industrial fastenings and precision turned parts, primarily to the electronics, medical instruments, petrochemical, defence and robotics sectors. Its emphasis is on delivering high quality products and services, currently selling into c. 80 countries directly through its well-established distributor network, as well as digitally through its newly developed, fully integrated commercial website which lists over 43,000 products for sale. This approach has enabled PTS to continue to deliver strong sales growth over the last three years.

The management team and previous owners, Jason Collyer, Andy Edwards, and Andy Knight will continue to run the business on a day to day basis, alongside the current PTS operational management team and wider staff base.

For the year ended 31 March 2017, PTS reported revenue of £5.11 million and profit before tax of £0.72 million. Gross assets at that date were £3.62 million.

Background to and reasons for the Acquisition

TR has experienced a growing demand for stainless steel fastenings from a number of our global OEM customers. Adding the PTS product portfolio will widen our global stock range to enhance our customer offering and provide further support to our distributor sales (currently c.10% of Group revenue).

Stainless steel fasteners are increasingly being specified across a range of our core sectors, as they offer an environmentally friendly solution which is fully recyclable, high strength and corrosion resistant. Therefore, the opportunity to expand our knowledge base and acquire highly skilled and experienced people in this key area of the market provides an exciting proposition and a foundation to further growth.

Trifast will be working closely with PTS management to unlock supply chain opportunities. Initially focusing on the Group's existing supply requirements and, in the longer term, to support product range extensions across our global business. The combined spend of both companies will provide purchasing leverage and is expected to lead to margin enhancement in the future.

Acquisition consideration

Trifast has acquired PTS for an initial consideration of £8.5 million, subject to adjustment based on the net cash in the business at completion. This initial amount was paid on completion in cash. Contingent consideration of up to £2.5 million in cash is based on the achievement of significant earn out targets, and will be deferred for 12 months. This contingent consideration will also serve as a retention against which any potential warranty and indemnity claims can be offset at the end of the earn out period. The cash consideration has been met from the Company's existing bank facilities via a drawdown of part of the Accordion facility with HSBC.

Speaking about this exciting development for PTS, Jason Collyer, Managing Director of PTS said:

"Having known the team at TR for many years, we see joining them as a great opportunity for everyone at PTS. My team and I are looking forward to working as part of this industry respected business - we recognise that the strategy and the resources now open to us make it possible to achieve significant growth beyond what was achievable as an independent business."

Malcolm Diamond MBE, Chairman at Trifast added:

"As a Board, we are delighted to add this successful business to the Group's portfolio. There is a strong cultural fit between PTS and TR; PTS commands a respected market position in stainless steel fasteners and the operational team bring with them excellent in-depth product and supply chain knowledge - between them they have over 90 years industry experience."

"On behalf of everyone at TR and all our stakeholders, we welcome the PTS team on board and we look forward to working with them and delivering the many opportunities this partnership will bring over the coming years."

Notice of results

The Group expects to provide a trading update in mid-April ahead of the results for the year ended 31 March 2018 which are scheduled to be released on Tuesday, 12 June 2018.