NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
1 September 2017
Avingtrans plc
("Avingtrans", the "Group" or the "Company")
Completion of Acquisition of Hayward Tyler Group plc
Admission of the Enlarged Share Capital to trading on AIM
and
Notice of Results
Avingtrans plc (AIM: AVG), a leading designer, manufacturer, and supplier of critical components, modules and associated services to the energy and medical sectors, is pleased to announce the completion of the acquisition of Hayward Tyler Group plc (HTG) and the admission of the enlarged share capital to trading on the AIM market of the London Stock Exchange today ("Admission").
Highlights of the Acquisition
· The Group's objective is to be a leading world-class supplier of low volume and consistently high quality products to the energy and medical markets
· The Group has a strong balance sheet with low levels of net debt and the headroom to pursue major growth opportunities, both organically and by acquisition
· The Group's subsidiaries enjoy leadership positions in their respective energy market sectors, particularly in the nuclear industry
· In the power sector, HTG's core business will benefit from the increased scale and strengthened balance sheet of the Group, with targeted investment supporting an accelerated drive towards niche leadership
· Maloney Metalcraft Ltd, Peter Brotherhood Ltd and Hayward Tyler Ltd have long pedigrees in the oil and gas market and the Group will be better able to win new business and enhance its position in the market
· The enhanced scale of the business will enable the enlarged Group to achieve critical mass and make inroads into the Chinese nuclear energy market
Strategy for the Group
The stated strategy is to "buy and build" in regulated engineering niche markets to deliver superior shareholder returns over the medium to long term.
The primary focus in the short term will be the full integration of HTG's operations to build a leading world-class supplier of low volume and consistently high quality products to the energy and medical markets, with a reputation for punctual, on-budget delivery.
The Group has production facilities in three key geographical markets (the Americas, Asia and Europe) with high volume / lower cost facilities in Asia, and product development and realisation in the UK and the USA. Avingtrans intends to exploit its expanded global footprint by driving sales and strengthening existing relationships and, by consolidating complementary business units, will offer a broader range of products and services; complete end-to-end solutions in energy and medical fields including service and operational support through the lifecycle of the product. This enhanced range of offerings and multiple touch points should also enable the Group to target a broader range of customers.
The Group will be formed of two divisions, Energy and Medical:
Energy Division
The primary focus for the Energy Division is the nuclear market; decommissioning, life extension and "new nuclear" markets - in particular, nuclear waste storage containers - as well as a variety of other niches in the renewable energy sector. The Group will continue to build on HTG's strong footprint in the wider power and energy sectors: the provision of traditional power generation, motor solutions, steam turbines, combined heat and power units and gas to power units. It will operate in various sectors with a principal focus on the power, oil and gas, marine, water and industrial sectors.
UK nuclear decommissioning represents a very significant opportunity for the Group and it will use its strong combination of skills to create a first-rate manufacturing platform and build on its established trajectory for decommissioning products. Metalcraft has already won a 10-year contract valued at £47m with Sellafield (and the recent £11m, three-year extension) for the provision of waste storage containers. Thus the combination of the Metalcraft capability and market penetration, coupled with the pedigree of HTG across the global nuclear sector (with its installed base in the US, Sweden, Finland and South Korea) provides a powerful platform.
Medical Division
The key focus for the Medical division is to become the market leader in the production of high integrity components and systems for medical and scientific equipment manufacturers in specific niche markets, including for MRI derivatives, proton therapy and NMR. The Board will also consider strategic bolt-on acquisitions to enhance the offering of this division with service and technology development capabilities.
Board Appointment
In connection with the acquisition, Ewan Lloyd-Baker, who stepped down as CEO of HTG prior to Admission, has been appointed to the board of the Company as non-executive director with immediate effect. Ewan has been involved in the manufacturing industry for over 25 years and was appointed as chief executive officer of HTG in 2010 upon completion of the acquisition by HTG of Southbank UK Plc, a company of which Ewan was CEO. During his tenure at HTG he led the expansion and development of HTG group through the building of its Luton based Centre of Excellence, the acquisition of Peter Brotherhood Limited and the winning of numerous industry awards including the Queen's Award for Enterprise: International Trade in 2016.
Further information is disclosed below in connection with Schedule 2 paragraph (g) of the AIM Rules for Companies.
Total Voting Rights
The Company has a total of 30,704,636 Ordinary Shares in issue. Avingtrans does not hold any Ordinary Shares in treasury and therefore the total number of voting rights in Avingtrans is 30,704,636. This figure of 30,704,636 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Avingtrans under the FCA's Disclosure Guidance and Transparency Rules.
Roger McDowell, Chairman of Avingtrans, commented: "The acquisition of Hayward Tyler is a significant step for Avingtrans and represents the next stage in the Group's stated strategy to "buy and build" in regulated and niche engineering markets."
"The Board sees significant operational and financial benefits arising from the combination of the businesses and believes that Hayward Tyler and Peter Brotherhood will substantially augment the market position of the Energy business, which, together with the Medical division, will increase shareholder value."
Notice of Results
Avingtrans plc also confirms it will be announcing its Preliminary Results for the year ended 31 May 2017 on 27th September 2017.
The management team will be hosting a presentation for analysts on the day of results at 9:30am at the offices of Newgate Communications, Sky Light City Tower, 50 Basinghall Street, London, EC2V 5DE
Enquiries:
Avingtrans plc Roger McDowell, Chairman Steve McQuillan, Chief Executive Officer Stephen King, Chief Financial Officer |
01354 692391 |
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N+1 Singer (Nominated Adviser) Shaun Dobson Richard Lindley Lauren Kettle |
020 7496 3000 |
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Newgate (Financial PR) Adam Lloyd / Ed Treadwell / James Browne |
020 7653 9850 |
Schedule 2 (g) Disclosures
The Company discloses the following information in connection with Schedule 2(g) of the AIM Rules for Companies.
Ewan Wade Royston Lloyd-Baker, aged 45, is holding a total of 775,993 ordinary shares in the capital of the Company and is currently, or has been within the previous five years, a director or partner of the following companies or partnerships:
Current Directorships / Partnerships |
Previous Directorships / Partnerships |
Crown Passage House Limited |
Appleton & Howard Ltd |
Lloyd-Baker & Associates LLP |
Capital Engineering Services Ltd |
Sixty Knightsbridge Limited |
Credit Montague Limited |
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Hayward Tyler Engineered Products Limited |
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Hayward Tyler Fluid Dynamics Ltd |
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Hayward Tyler Fluid Handling Ltd |
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Hayward Tyler Group plc (Isle of Man) |
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Hayward Tyler Group Limited |
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Hayward Tyler Holdings Inc |
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Hayward Tyler Holdings Limited |
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Hayward Tyler Inc |
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Hayward Tyler Limited |
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Hayward Tyler Services Ltd |
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Hayward Tyler Solutions Ltd |
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Hayward Tyler UK Ltd |
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Lloyd-Baker Consultants Ltd (dissolved)* |
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Mullins Ltd |
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Peter Brotherhood Limited |
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Redglade Associates Limited |
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Redglade Investments Ltd |
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Southbank UK Limited |
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Specialist Energy Group Ltd (dissolved)* |
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Sumo Pumps Ltd |
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Varley Pumps Limited |
It is noted that Mr Lloyd-Baker resigned from as a director of HTG and all HTG group companies immediately prior to Admission, in connection with the acquisition.
There are no other matters required to be disclosed pursuant to Schedule 2(g) of the AIM Rules for Companies.
About Avingtrans plc
Avingtrans is engaged in the provision of highly engineered components, systems and services to the energy, medical, industrial and traffic management industries worldwide.
Stainless Metalcraft (Chatteris ) Ltd - UK and Chengdu, China |
Provider of safety-critical equipment for the energy, medical, science and research communities, worldwide, specialising in precision pressure and vacuum vessels and associated fabrications, sub-assemblies and systems. Maloney Metalcraft Ltd - Aldridge, UK |
Designs, manufactures and services oil and gas extraction and processing equipment, including process plant for dehydration, sweetening, drying and compression. Hayward Tyler - Luton & East Kilbride, UK, USA, China and India Specialises in the design, manufacture and servicing of performance-critical motors and pumps in challenging environments Peter Brotherhood - Peterborough, UK Specialises in the design, manufacture and servicing of performance-critical steam turbines, turbo gen-sets, compressors, gear boxes and combined heat and power systems Composite Products Ltd - Buckingham, UK Centre for composite technology, parts and assemblies, serving customers in industrial markets. Scientific Magnetics - Abingdon, UK Designs and manufactures superconducting magnet systems and associated cryogenic systems for a variety of markets Crown International Ltd - Portishead, UK |
Designs and manufactures market-leading pole and support systems for roadside signage and safety cameras, rail track signalling and gantries. |
