Embargoed for release at 7:01am 16 November 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
("Trifast" or "the Group")
Proposed Class 1 acquisition
Proposed placing of new ordinary shares
Notice of General Meeting
The Board of Trifast, the global manufacturer and distributor of industrial fastenings, is pleased to announce it has conditionally agreed terms to acquire the entire issued share capital of Power Steel and Electro-plating Works Sdn. Bhd. ("PSEP"), a private Malaysian company which manufactures and distributes industrial fastenings, for a maximum aggregate consideration of Malaysian Ringgit 73.6 million (approximately £15 million at an exchange rate of GBP:RM4.9) ("the Acquisition").
The cash consideration is to be funded in part by the conditional placing of 21,621,622 new ordinary shares of 5p each ("the Placing Shares") in the Company at a placing price of 37p each ("the Placing"). The Placing will raise approximately £8m (before expenses) with the reminder of the cash consideration to be funded from a new bank facility from DBS Bank Limited. The Placing has been underwritten by Arden Partners who act as financial adviser, sponsor and sole broker to the Company. All the Placing Shares have been conditionally placed by Arden Partners with a range of new and existing, institutional and private investors.
The Acquisition constitutes a Class 1 transaction for the purposes of the Listing Rules and, as such, requires the prior approval of Company shareholders. The Directors believe that the Acquisition and the Placing are in the best interests of Trifast and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of all the Resolutions to be proposed at the General Meeting as they intend to do in respect of their shareholdings.
Each of the Acquisition, the bank facility drawdown and the Placing are inter-conditional, inter alia, on the passing by Shareholders of the Resolutions to be proposed at a General Meeting of the Company being convened for 10.00 a.m. on 13 December 2011 at the Company's registered office. The latest time and date for receipt of Forms of Proxy for the General Meeting is 10.00 a.m. on 11 December 2011.
Applications will be made for the Placing Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's Main Market. It is expected that, subject to the passing of the Resolutions and the Acquisition becoming unconditional save as to completion of the Placing, the Placing Shares will be issued, Admission will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on 14 December 2011. The Placing Shares will, when issued and fully paid, rank in full for all dividends and distributions thereafter declared, made or paid, and otherwise rank pari passu in all respects with the Existing Ordinary Shares.
Of the Placing Shares, 3,637,000 Placing Shares have been conditionally placed with Henderson and 850,000 Placing Shares have been conditionally placed with Mr. M. Timms, both of whom are existing substantial Shareholders in the Company and therefore both of whom are a related party of the Company for the purposes of the Listing Rules by virtue of being entitled to exercise more than 10 per cent. of the votes able to be cast at general meetings of the Company.
A Prospectus which will set out full details of the Acquisition and the Placing is expected to be sent to Shareholders on or around 16 November 2011. A copy of the Prospectus will also be available from the Company's registered office or on the Company website: www.trifast.com
Commenting on the Acquisition Malcolm Diamond, Executive Chairman said:
"PSEP represents an excellent strategic fit for Trifast as PSEP operates as a manufacturer of highly engineered parts to the automotive, motorcycle and compressor industries. This will enable Trifast to offer a full range of threaded fasteners manufactured within the Enlarged Group's facilities to these industry sectors which the Directors consider to be strategic for its global aspirations.
"The PSEP's operational management team will benefit from Trifast's global sales and marketing resources and will present opportunities beyond its current customer base, whilst simultaneously allowing Trifast access to PSEP's client base. The acquisition of PSEP will enable the Group to increase the size of its overall business with negligible overlap with Trifast's existing business and is consistent with Trifast's strategy to grow by acquisition whilst capitalising on investment and organic growth opportunities. There is also a significant opportunity to grow the combined businesses in Asia by investing in new facilities, plant and machinery.
"We firmly believe that PSEP offers an exciting opportunity for growth in the Asian market given the strong rationale and compelling financial case.
"We are delighted with the level of support from new and existing investors and look forward to reporting on the Enlarged Group in due course."
Trifast plc 44 (0)1825 747366
Malcolm Diamond MBE, Executive Chairman
Jim Barker, CEO
Mark Belton, Group Finance Director
Arden Partners plc 44 (0)20 7614 5920
Financial adviser, Sponsor and sole broker
Citigate Dewe Rogerson 44 (0)121 362 4035
Fiona Tooley Mobile: 44 (0)7785 703523