Vulcan Industries Plc Acquisition of Aftech Limited
March 24 2022 - 3:00AM
UK Regulatory
TIDMVULC
24 March 2022
Vulcan Industries plc
("Vulcan" or the "Company")
Acquisition of Aftech Limited
Vulcan Industries plc (AQSE: VULC) is pleased to announce that it has acquired
the entire share capital of Aftech Ltd ("Aftech") and its dormant parent
company (together the "Aftech Group") from Unity Global - FZCO (the "Vendor" or
"Unity Group").
Acquisition rationale
Aftech is a sheet metal fabrication company specialising in laser cutting,
bending and forming. Aftech complements the existing fabrication businesses
within the Group by introducing additional capacity, capabilities and skills.
Aftech Group
For the year ended 30 November 2021 Aftech reported unaudited revenue of £
1,182,000 and unaudited normalised EBITDA of £266,000. At completion, the
Aftech Group is expected to have unaudited net assets of £940,000 and unaudited
borrowings of £155,000. The acquisition is expected to be immediately earnings
enhancing.
Total Consideration
The total consideration payable is £1,550,000 to be satisfied by the issue of
123,307,433 new ordinary shares of £0.0004 each (the "Consideration Shares") at
a price of 1.257p determined by the VWAP calculated for the 15 days prior to
completion. In addition, the Company will issue 24,661,486 warrants with an
exercise price of £0.03 with an expiry date of 30 June 2023 to the vendor (the
"Vendor Warrants").
In total the Consideration Shares will represent approximately 22.4% of the
enlarged share capital of the Company and together with the warrants
approximately 25.8% of the fully diluted share capital.
Of the consideration shares, 100,000,000 new ordinary shares have been allotted
on completion (the "Initial Consideration Shares") and the issue of the
remaining 23,307,433 Consideration Shares and the Vendor Warrants have been
deferred, pending the receipt of the necessary authorities at the next general
meeting of the Company.
Admission
Application has been made for the 100,000,000 Initial Consideration Shares to
be admitted to trading on Aquis Stock Exchange ('Admission'). Admission is
expected to occur at 8:00am on or around 28th March 2022.
Total Voting Rights
Following Admission, the Company's issued share capital will comprise
526,334,602 ordinary shares of £0.0004 each, with each share carrying the right
to one vote.
The Company does not hold any ordinary shares in treasury. The above figure of
526,334,602 may therefore 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 of a change to their interest in the Company under the FCA's
Disclosure and Transparency Rules.
Ian Tordoff, Executive Chairman, "We are delighted to be working with Unity
Group who have introduced Aftech. Aftech are already showing the benefits we
expect them to bring to the Vulcan Group and will head the development of our
fabrication activities "
For further information, visit: https://vulcanplc.com
The directors of Vulcan accept responsibility for this announcement.
Contacts
Vulcan Industries plc Via Vox Markets
Ian Tordoff, Chairman
First Sentinel Corporate Finance Ltd (AQSE +44 7876 888 011
Corporate Adviser)
Brian Stockbridge
Gabrielle Cordeiro
Vox Markets (Media and Investor Relations) vulcan@voxmarkets.co.uk
Kat Perez +44 7881 622 830
Paul Cornelius + 44 7866 384 707
About Vulcan
Vulcan seeks to acquire and consolidate traditional but historically profitable
engineering, manufacturing, and industrial SMEs for value and to enhance this
value in part through group synergies, but primarily by unlocking growth which
is not being achieved as a standalone private company. For more information
visit https://www.voxmarkets.co.uk/listings/PLU/VULC
About Unity Global - FZCO
The Vendor is a subsidiary of the Unity Group, a mergers and acquisitions firm
that specialise in attracting investment and creating opportunities for small
to medium-sized enterprises ("SMEs") to scale. https://www.unity-group.com/
Forward Looking Statements
This news release may contain "forward-looking" statements and information
relating to the Company. These statements are based on the beliefs of Company
management, as well as assumptions made by and information currently available
to Company management. The Company does not undertake to update forward-looking
statements or forward-looking information, except as required by law.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014. Upon the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain.
END
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March 24, 2022 03:00 ET (07:00 GMT)
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