17 Aug 2017 07:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
WILMCOTE HOLDINGS PLC
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WILMCOTE SUCCESSFULLY LISTS ON AIM;
STRATEGY TO ACQUIRE LARGE SCALE ASSETS
IN THE SPECIALTY CHEMICALS SECTOR
(London: 17 August 2017) - Wilmcote Holdings plc ("Wilmcote" or the "Company"), a company recently established with the objective of creating value for its investors through the acquisition and subsequent development of target businesses in the downstream and specialty chemicals sector, is pleased to announce its admission to trading on the AIM market of the London Stock Exchange at 8:00 a.m. BST today ("Admission"). The Company's ordinary shares will trade under the ticker WCH.
The Company has successfully raised £15 million before expenses through the placing of 12,500,000 ordinary shares at a placing price of 120p per ordinary share. This is further to the £10 million raised at 120p per ordinary share in March 2017. On Admission, there will be 20,833,336 ordinary shares in issue and Wilmcote's market capitalisation will be approximately £25 million at the placing price. The listing with institutional backing will demonstrate credible funding support to potential target vendors, with net proceeds used in part to carry out due diligence on potential acquisition targets and provide working capital.
Wilmcote's strategy is focused on creating value through the acquisition and subsequent development of target businesses within the large yet highly fragmented downstream and specialty chemical sector. The Company is reviewing multiple opportunities in the sector and is initially looking to make a platform acquisition in the UK, North America or Europe with an enterprise value in the region of £500 million to £2 billion.
The Wilmcote Directors see strong opportunities for growth in the downstream and specialty chemicals sector, which is expected to be driven primarily by the demands of the end-markets it serves, supported by a large and mature addressable market, economies of scale and high levels of fragmentation.
In addition to its founder investor, Marwyn Value Investors II L.P., Wilmcote has received backing from major institutional investors, with significant additional capital expected to be raised at the time of the Company's platform acquisition.
Wilmcote's Chief Executive Officer is Adrian Whitfield, who has significant experience leading and transforming businesses. Adrian was previously CEO of Synthomer plc, a FTSE-250 specialty chemical company, for over eight years. Adrian will work with Marwyn, the asset management and corporate finance group, which was founded in 2002 by James Corsellis and Mark Brangstrup Watts, who will both serve as Directors of the Company. Wilmcote expects to make further Board appointments at or around the time of the platform acquisition.
Adrian Whitfield, Wilmcote CEO, commented: "We believe there is a large population of attractive buy-and-build opportunities in the downstream and specialty chemical sector and we look forward to executing our investment strategy to unlock the full potential of acquired assets."
Numis acted as Nominated Adviser, Joint Broker and Joint Bookrunner to the placing. Macquarie acted as Joint Broker and Joint Bookrunner. Liberum acted as Co-Manager.
For further information visit www.wilmcoteplc.com, where copies of the Admission Document are also available, subject to certain access restrictions.
Enquiries:
Numis Securities Limited (Nominated Adviser, Joint Broker and Joint Bookrunner)
Tel: +44(0)207 260 1000
Jamie Lillywhite
Nick Westlake
Will Baunton
Macquarie Capital (Europe) Limited (Joint Broker and Joint Bookrunner)
Tel: +44(0)203 037 2000
Ben Bailey
Nick Stamp
Alex Moraru
Liberum Capital Limited (Co-Manager)
Tel: +44 (0)203 100 2000
Neil Elliot
Teneo Blue Rubicon (Financial PR)
Tel: +44(0) 207 260 2700
Charles Armitstead
Rosie Oddy
Additional Information
Track Record of the Directors:
Adrian Whitfield
Adrian is an experienced chief executive with 35 years of industrial and international business experience. He recently spent eight years at Synthomer plc (previously called Yule Catto & Co plc), the FTSE 250 specialty polymer operator, where he successfully implemented a turnaround and growth strategy. Synthomer is a global manufacturer of specialty polymers for the coatings, construction, textiles, paper and healthcare industries.
Adrian was appointed chief executive officer of Synthomer in 2006 and led the transformation of a traditional chemical conglomerate into a segment-leading specialty polymer chemical business. In doing so, he grew revenue from £340 million to nearly £1 billion, while also improving profit before tax margins from 5.7 per cent. to 8.7 per cent. During Adrian's tenure, Synthomer's market capitalisation increased 13 times from turnaround lows.
As part of the transformation of Synthomer, Adrian led a number of successful non-core disposals and strategic acquisitions, including the acquisition and integration of PolymerLatex, a major competitor of Synthomer, in 2010 for £376 million, extracting annual cost synergies of over £20 million per year. In recognition of his efforts, he was awarded Turnaround of the Year at the 2011 UK PLC Awards.
Prior to his role at Synthomer, Adrian was a divisional chief executive at DS Smith, a manufacturer of paper and packaging products, for seven years. There he set-up a new plastics division, growing its turnover to £200 million organically and through the acquisition of six international businesses.
James Corsellis
James Corsellis founded Marwyn, the asset management and corporate finance group, in 2002 with Mark Brangstrup Watts. James is joint Managing Partner of Marwyn Capital, an FCA regulated provider of corporate finance advice, and Marwyn Asset Management, a regulated, Jersey-based provider of asset management services. James is also a trustee of the Marwyn Trust, a charity focused on initiatives supporting education and entrepreneurship for young people in disadvantaged communities.
Marwyn¹ has launched 16 companies² across a variety of sectors with James providing support to these companies, using his experience of working on the boards of several Official List and AIM quoted companies, including as Chairman of Entertainment One Limited and as a director of Breedon Aggregates Limited, Concateno plc and Catalina Holdings Limited; as well as his operating experience as the chief executive officer and founder of technology business, iCollector plc and CM Interactive, James was educated at Oxford Brookes University, The Sorbonne and London University.
Mark Brangstrup Watts
Mark Brangstrup Watts founded Marwyn, the asset management and corporate finance group, in 2002 with James Corsellis. Mark is joint Managing Partner of Marwyn Capital, an FCA regulated provider of corporate finance advice, and Marwyn Asset Management, a regulated, Jersey-based provider of asset management services. Mark is also a trustee of the Marwyn Trust, a charity focused on initiatives supporting education and entrepreneurship for young people in disadvantaged communities.
Marwyn¹ has launched 16 companies² across a variety of sectors with Mark providing support to these companies, using his experience of working on the boards of several Official List and AIM quoted companies, including Entertainment One Limited, Advanced Computer Software plc, Inspicio plc and Talarius plc. Mark has also provided strategic consultancy services to some of the world's leading companies including Ford, Toyota, Shell and Barclays. Mark was educated at the London University and he serves on the Committee of the Royal Academy School.
1 Marwyn Investment Management LLP and entities owned or controlled by it, or under common ownership or control with it.
2 Excluding those launched through Marwyn Value Investors LP Class B1 redeemed in November 2014.
IMPORTANT INFORMATION
This announcement which has been prepared by, and is the sole responsibility of, the Directors of the Company.
This announcement is for information purposes only and does not constitute a prospectus or admission document in connection with an offering of securities of the Company, nor does it form part of, any offer or invitation to issue, or any solicitation of any offer to subscribe for or buy, any securities in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor.
Numis Securities Limited ("Numis"), Macquarie Capital (Europe) Limited ("Macquarie") and Liberum Capital Limited ("Liberum") are each authorised and regulated by the Financial Conduct Authority, are acting only for the Company in connection with the matters described in this announcement and are not acting for or advising any other person, or treating any other person as their client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of either Numis, Macquarie or Liberum or advice to any other person in relation to the matters contained herein.
None of Numis, Macquarie, Liberum, or any of their directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from the announcement) or any information relating to the Company, whether written, oral, or in a visual or electronic form, and howsoever transmitted or made available or any loss howsoever arising from any use of this announcement or its contents or otherwise in connection with it.
This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"); or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States. This announcement is being published by the Company in connection with an offering to investors in "offshore transactions" only, pursuant to Regulation S promulgated under the Securities Act. The Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.
Neither this announcement nor any copy of it may be taken or transmitted into or distributed in Australia, Canada, Japan, the Republic of South Africa or to or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan, the Republic of South Africa or any person located in the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
This announcement may include "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's investment strategy, plans and objectives and target returns are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the admission document. These forward-looking statements speak only as at the date of this announcement. The Company, Numis, Macquarie and Liberum expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the AIM Rules for Companies or any other applicable laws, regulations or rules.
Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.
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