TIDMRBN
RNS Number : 6912O
Robinson PLC
11 February 2021
Robinson plc
11 February 2021
ACQUISITION OF Schela Plast A/S
Robinson plc ("Robinson", the "Company" or the "Group"; stock
code: RBN), the custom manufacturer of plastic and paperboard
packaging, is pleased to announce that on 10 February 2021 the
Company acquired Schela Plast A/S ("Schela Plast"), a Danish
designer and manufacturer of blow moulded containers (the
"Acquisition"). Total consideration, including earnout, is expected
to be GBP7.7m on a debt free cash free basis.
Highlights:
-- Schela Plast specialises in the design and manufacture of plastic blow moulded containers
-- Complementary market sectors to those served by Robinson
-- Expands geographic reach and creates sales growth
opportunities with new and existing Robinson customers - healthy
pipeline of new FMCG business
-- Acquisition expected to be immediately earnings enhancing
Alan Raleigh, Chairman of Robinson, commented: "The Acquisition
supports our sustainable growth strategy. Schela Plast is a strong
complementary fit to our existing products and services, customers
and manufacturing locations. Their location and capabilities,
together with our planned investment in additional equipment,
generates areas for growth with key customers in the market sectors
we and Schela Plast serve. We are delighted to welcome Morten
Jeppesen and his team to the Robinson Group."
"Robinson remains committed to ongoing delivery of mid to high
single digit organic sales growth and a 6-8% return on sales(1) ,
supplemented by where appropriate further selective acquisitions of
complementary businesses in Europe."
About Schela Plast
Schela Plast specialises in the design and manufacture of
plastic blow moulded containers, serving a number of the major FMCG
brands in Denmark and neighbouring countries . The principal market
sectors that the business serves are food and beverage, beauty and
personal care, homecare and chemicals.
Based close to Billund in Denmark, Schela Plast was founded in
1971 by the Toft family and employs approximately 40 staff. The
company has undergone a turnaround in recent years, consolidating a
two-site operation into its current location and significantly
improving revenues and profits. The business has also progressed
its sustainable portfolio with high usage of recycled content and
renewable materials. Morten Jeppesen, the current Managing Director
responsible for completing the turnaround, will continue to lead
the company within the Robinson Group.
As also experienced by Robinson plc, the Covid-19 pandemic has
presented both challenges and opportunities for the business which
resulted in a net positive effect on sales in 2020. For the year
ended 31 December 2020, Schela Plast achieved revenues (unaudited)
of DKK 76.1m (GBP9.1m) (2019: DKK 59.6m (GBP7.0m)), and EBITDA
(unaudited) of DKK 13.4m (GBP1.6m) (2019: DKK 6.4m (0.7m)). For the
year ended 31 December 2020, the statutory profit before tax
(unaudited) of Schela Plast is expected to be DKK 7.3m (GBP0.9m)
(2019: DKK 1.2m (GBP0.1m)). Schela Plast's revenues, in addition to
manufacturing, include a small amount of distribution of parts
produced by third parties. In future it is expected that there will
be a moderate level of additional annual operating expenditure to
support the current Schela Plast business.
The business is being acquired with estimated net assets of DKK
21.1m (GBP2.5m); this includes the net debt of DKK 27.8m (GBP3.3m)
referred to below and includes land and buildings with an estimated
market value of DKK 18.8m (GBP2.2m), all subject to preparation of
final completion accounts and fair value measurement on
Acquisition.
Schela Plast has a healthy pipeline of new FMCG business which
requires further capital investment. Robinson intends to invest
approximately GBP2.4m for new plant and equipment in Denmark in
2021 to facilitate future growth.
Consideration and Funding for the Acquisition
Schela Plast is being acquired from two private individuals who
are not involved in the day-to-day running of the business. Total
consideration, including earnout, is expected to be and is capped
at DKK 65.0m (GBP7.7m), on a debt free cash free basis, consisting
of:
-- Initial consideration of DKK 12.0m (GBP1.4m), paid in cash at the time of Acquisition; and
-- Net debt(2) acquired of DKK 27.8m (GBP3.3m), of which DKK
9.5m (GBP1.1m) has been repaid in cash by Robinson at the time of
Acquisition (repaying all loan notes held by vendors); and
-- Earnout cash payment, payable following the audit of the
Company's 2021 report and accounts, currently estimated to be DKK
25.0m (GBP3.0m), being the maximum under the capped total
consideration. The earn out is calculated based on 2020 and 2021
EBITDA performance of Schela Plast
The initial cash consideration and repayment of the loan notes
has been funded from existing cash resources and bank debt. The
planned further capital investment will be funded by bank debt
and/or equipment asset financing, and the earnout cash payment is
expected to be funded by bank debt and/or future cash generation
from the enlarged Group. The Group is in the process of agreeing
new revised facilities of in total GBP12m with its existing bank
HSBC UK Bank whilst currently the existing overdraft facility of
GBP8m remains in place until the end of February 2021. At 31
December 2020 the Group had cash of GBP1.4m, overdraft borrowings
of GBP2.3m and net debt(3) of GBP6.6m (unaudited). Schela Plast's
borrowings as referred to above, following completion of the
Acquisition, remain with Danish lenders.
Conversion of DKK financials to GBP:
2020 financial information - DKK/GBP 8.387 being the daily
average for the 12 months to 31 December 2020
2019 financial information - DKK/GBP 8.516 being the daily
average for the 12 months to 31 December 2019
Net assets, consideration and debt acquired - DKK/GBP 8.490
being as at 5:00pm 10 February 2021
(1) operating profit margin before exceptional items and
amortisation of intangible assets
(2) cash less borrowings (overdraft, property mortgage,
equipment asset financing and loan notes held by vendors), subject
to preparation of final completion accounts (excludes IFRS16 lease
liabilities)
(3) cash less borrowings (overdraft, pension loan and equipment
asset financing) (excludes IFRS16 lease liabilities)
For further information, please contact:
Robinson plc www.robinsonpackaging.com
Helene Roberts, CEO Tel: 01246 389280
Mike Cusick, Finance Director
finnCap Limited
Ed Frisby / Giles Rolls, Corporate Tel: 020 7220 0500
Finance
Tim Redfern / Tim Harper, ECM
About Robinson:
Being a purpose-led business, Robinson specialises in custom
packaging with technical and value-added solutions for food and
consumer product hygiene, safety, protection, and convenience;
going above and beyond to create a sustainable future for our
people and our planet. Their main activity is in injection and blow
moulded plastic packaging and rigid paperboard luxury packaging,
operating within the food and beverage, homecare, beauty and
personal care, and luxury gift sectors. Robinson provides products
and services to major players in the fast-moving consumer goods
market to include McBride, Procter & Gamble, Reckitt Benckiser,
SC Johnson, and Unilever. Headquartered in Chesterfield, UK,
Robinson has 3 plants in the UK, and 2 in Poland. The organisation
was formerly a family business with its origins dating back 180
years, currently employing over 350 people. The Group also has a
substantial property portfolio with development potential.
No statement in this announcement is intended to be a profit
forecast or estimate and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
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END
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