Conditional acquisition and £5.8 million placing by way of an accelerated bookbuild
In line with its strategy to develop its Packaging Distribution business in the UK protective packaging market, Macfarlane is pleased to announce the conditional acquisition of Nelsons for Cartons and Packaging Limited (“Nelsons“) in conjunction with a proposed placing to raise approximately £5.8 million before expenses (“Placing“).
- Macfarlane has conditionally agreed to acquire the entire issued share capital in Nelsons for a maximum consideration of up to £6.75 million (“Acquisition“).
- As part of the consideration, the vendors will receive 1,724,137 new ordinary shares of 25 pence each of the Company (“Vendor Shares”), which will rank pari passu with the existing ordinary shares of 25 pence each of the Company (the “Ordinary Shares”).
- In line with previous acquisitions, the Acquisition will have deferred consideration payable in 2 annualised instalments and is subject to certain trading targets being met.
- Nelsons is a long standing packaging distributor located in Leicester with good access throughout the Midlands region.
- Nelsons has very little customer overlap with Macfarlane and the Directors believe Nelsons will provide access to new customers and will increase the Company’s shelf ready packaging (“SRP”) product range. Nelsons is a profitable and cash generating business. During the financial year ended 31 December 2015, Nelsons achieved revenues of approximately £7.9 million, EBITDA of approximately £0.9 million and an operating profit of approximately £0.8 million. Nelsons take advantage of the exemption in section 477 of the Companies Act 2006 to avoid the need to have their accounts audited.
- The key members of the Nelsons management team are Gary Mason (Managing Director) and Mark Bassford (Sales Director) and new service contracts are being entered into with them as part of the Acquisition.
- The board of directors of Macfarlane (the “Board” or the “Directors“) anticipate the acquisition to be earnings enhancing in the first full year of ownership.
- Macfarlane intends to raise £5.8 million before expenses through the Placing arranged by Arden Partners plc (“Arden”) of up to 10,000,000 new Ordinary Shares (“Placing Shares“) at a price not less than 58 pence per share with new and existing shareholders.
- The Placing funds will be used to fund the acquisition of Nelsons.
- At the lowest price of 58 pence, this represents a discount of approximately 4.1 per cent. to the closing price on 25 July 2016, being the last business date before this announcement.
- Admission of the Placing Shares and Vendor Shares (“Admission“) is expected to take place on 29 July 2016.
- Further details of the Placing are set out below and in the Appendix to this announcement.
Macfarlane’s Chief Executive, Peter Atkinson commented:
“The addition of Nelsons Packaging to the Macfarlane Group is another significant step forward in our growth strategy. Nelsons is a high quality business and in addition to improving the Macfarlane presence in the East Midlands, the Nelson team bring specific expertise in corrugate packaging applications which will be of wider benefit to Macfarlane.”