15 July 2025

ACQUISITION OF FIBO HOLDING AS (NORWAY) FOR AN ENTERPRISE VALUE OF NOK 618m (c. £45m)

Norcros plc, the number one bathroom products business in the UK and Ireland (the "Company"), announces that it has today entered into an agreement for the acquisition of the entire issued share capital of Fibo Holding AS ("Fibo Group") from FSN Capital for an Enterprise Value of NOK 618m (c. £45m) (the "Acquisition").

Fibo Group

Fibo Group is a leading supplier of high-quality waterproof, decorative wall panels. The business was founded in 1952 and has a modern production facility in Lyngdal, Norway. For the financial year ended 31 December 2024, Fibo Group reported net sales of NOK 856.3m (c. £63m) and EBITDA of NOK 100.0m (c. £7.3m) (see note 2), with c. 70% sales from mainland Europe (with key positions in Scandinavia and central Europe) and c. 30% from the UK. Fibo Group has a skilled and experienced management team, which is led by Chief Executive Officer Anders Carlson, who will join Norcros as part of the transaction. The business has traded strongly through 2025, with year-to-date results showing meaningful revenue and profit growth on the prior year. 

Wall panels are easy to install, durable and sustainable, and are an increasingly attractive alternative to tiles and other wall coverings. The acquisition of Fibo Group aligns with the Company's strategy to acquire and grow capital-light, scalable businesses operating in high-growth product segments and is consistent with our medium-term strategic targets.

Fibo Group has well-established routes to market across Scandinavia, central Europe and the UK. The market for bathroom products across Scandinavia and central Europe is similar in size and consumer preferences to the UK market, with customers recognising the value of trusted brands with strong sustainability credentials. We are confident that with the addition of the Fibo management team's knowledge and expertise, we will grow our share of these attractive north European end markets in wall coverings and, in time, the rest of our bathroom portfolio.

Transaction highlights:

·     The Acquisition brings another market leading brand to the Company and will create a leading European waterproof wall coverings division focused on panels. This is an attractive, high-growth market segment where the Company already has an existing presence in the UK through Grant Westfield (acquired by the Company in 2022). Fibo Group and Grant Westfield will together have revenues in excess of £100m, with both businesses actively growing share at the expense of tiles.

·    Following completion, Fibo Group will operate as an autonomous unit within the Company. Once integrated, we expect the business to benefit from our proven scale-based growth accelerators and operational efficiencies which will augment Fibo's strong geographic growth plan. 

·     The Acquisition creates a platform for further growth across Scandinavia and central Europe, including cross selling the Company's broader bathroom product ranges through Fibo's existing routes to market.

·      ROIC is greater than WACC at completion and the Acquisition will be materially earnings accretive in the first full year of ownership.

Completion of the Acquisition is conditional upon clearance from the UK Competition and Markets Authority ("CMA"). We expect this process to take approximately three to four months.

In addition to the Acquisition's enterprise value, there will be a long-term incentive and retention scheme for Anders Carlson and key Fibo personnel of up to £3.5m.

The transaction will be financed using proceeds of the Company's existing £130 million revolving credit facility. Leverage (see note 3), which was c. 0.8x at 31 March 2025, is expected to be in the region of c. 1.6x on a proforma basis following completion of the transaction. Given Norcros' strong cashflow conversion, we expect leverage to reduce thereafter.

Thomas Willcocks, Chief Executive Officer of Norcros, commented:

"This strategically aligned acquisition gives Norcros a strong platform to accelerate our geographic expansion in this attractive, fast-growing segment of the wall coverings market. Decorative wall panels is a product category that we understand well following our acquisition of Grant Westfield in 2022. Fibo Group have an excellent and well-established management team, a well-invested modern operation, and importantly, a reputation that aligns with our culture. We look forward to working with Anders and his team to accelerate their growth plans as we take this next important step in building a market-leading, capital-light, cash-generative bathroom business of scale."

Anders Carlson, Chief Executive Officer of Fibo Group, commented:

"We are excited to be joining Norcros and driving forward with the next stage of our growth plan. We share a common understanding of the growth potential and sustainability benefits of decorative wall panels as an emerging alternative to tiles and together, we will be able to realise the benefits of scale. The transaction will enable us to accelerate our growth plans, offering opportunities for our staff and customers."  

Notes:

1.     Monetary values are based on an NOK:£ exchange rate of 13.68:1 being the closing rate as at 11 July 2025

2.     EBITDA published in the Fibo Group annual accounts for the year ended 31 December 2024, excluding non-recurring items and including IFRS 16 is NOK 114.6m. EBITDA of NOK 100.0m deducts lease payments of NOK 14.6m

3.     Leverage defined as net debt divided by underlying EBITDA (excl. IFRS16 liabilities)

For further information

About Norcros

Norcros is a market leading group of brands specialising in design led, sustainable bathroom products across the UK, Ireland, South Africa, and select export markets. Each of our brands offers mid-premium product ranges distinguished by their innovation, design, and commitment to sustainability, all backed by industry leading service to our trade and retail customers.

Through a strategic blend of acquisitions and organic growth, Norcros has become the UK and Ireland's number one bathroom products group. We see significant potential for further expansion within this large and fragmented market, accelerating growth and capturing market share through continued acquisitions, organic development, operational excellence, and meaningful ESG capabilities.

Norcros encompasses the renowned brands, Triton, Merlyn, Grant Westfield, Vado, Croydex, and Abode in the UK, and Tile Africa, TAL, and House of Plumbing in South Africa.

Norcros is headquartered in Wilmslow, Cheshire and employs around 2,000 people. The Company is listed on the London Stock Exchange. For further information please visit the Company website: http://www.norcros.com

Forward looking statements

This announcement contains statements that are, or are deemed to be, forward-looking statements. In some instances, forward-looking statements can be identified by the use of terms such as "projects", "forecasts", "on track", "anticipates", "expects", "believes", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that may cause actual results and events to differ materially from those expressed in or implied by such forward-looking statements, including, but not limited to: general economic and business conditions; demand for the Company's products and services; competitive factors in the industries in which the Company operates; exchange rate fluctuations; legislative, fiscal and regulatory developments; political risks; terrorism, acts of war and pandemics; changes in law and legal interpretations; and the impact of technological change. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Important Notices

The information contained in this announcement is inside information as stipulated under the UK Market Abuse Regulation. Upon publication of this announcement, this inside information is now considered to be in the public domain. The information contained in this announcement is for information purposes only and does not purport to be complete. The information in this announcement is subject to change.