ROBIT PLC COMPANY RELEASE 16 FEBRUARY 2017 AT 4.00 P.M.
ROBIT PLC ACQUIRED THE REST OF THE REMAINING HALCO COMPANIES
Robit Plc has today entered into an agreement to purchase a majority of Halco Brighouse Ltd's shares, which is the operating company running Halco's Down-the-Hole operations in England. Robit Plc has the right and obligation to purchase the rest of the shares (49%) owned by Halco Brighouse Ltd's management after a year on the basis of an option agreement. The purchase price of the remaining shares is linked to Halco Brighouse Ltd's net sales in 2017. The maximum purchase price for the remaining shares is EUR 0.35 million (GBP 0.3 million).
Robit Plc acquired Halco's operations in the USA via an asset purchase in January 2017. Hence, the latest acquisition complements and finalizes the Halco acquisition. Hereby, Robit Plc owns Halco's global operations, which were transferred from Caterpillar to private ownership around two years ago and further to two separate companies one in USA and one in UK.
As result of the agreement entered today, Robit Plc has purchased 100% of the shares in Halco Drilling Ltd, which was established 8/2016 and acts as a machine rental company for Halco Brighouse Ltd, and Paddico (320) Ltd, latter of which owns 51% of the shares in Halco Brighouse Ltd. The agreed value of the transaction is EUR 1,640,000, which is paid entirely in new Robit Plc shares. The target companies of this acquisition are free of debt (interest-bearing debt) and cash.
On the basis of the share issue authorization granted by the Annual General Meeting held on 18 March 2016, Robit Plc's Board of Directors has today decided to offer new shares in Robit Plc to John Ellison Lund and Bernard John Ord, the owners of the share capital of Halco Drilling Ltd and Paddico (320) Ltd. A total of 200,000 new shares in Robit Plc were issued and are divided between Lund (100,000 shares) and Ord (100,000 shares) at a subscription price of EUR 8.20 per share. In line with its authorization, the Board of Directors decided to deviate from the shareholders' pre-emptive subscription rights due to a significant economic reason in accordance with Chapter 9 Section 4.1 of the Companies Act. The significant economic reason is Robit Plc's strategic ambition to grow through acquisitions and the authorization granted by the Annual General Meeting to issue new shares as consideration in corporate acquisitions. The aggregate value of the issued new shares corresponds to the common understanding of John Ellison Lund, Bernard John Ord and the Board of Directors of Robit Plc of the aggregate fair market value of the shares in Halco Drilling Ltd and Paddico (320) Ltd. The new shares will be registered in the Finnish Trade Register on or about 17 February 2017. The new shares will be incorporated in Euroclear Finland Oy's book-entry account system on or about 17 February 2017 and public trading in the new shares is expected to commence on or about 20 February 2017.
Following the share issue (200,000 new shares), the total number of issued shares of Robit Plc will amount to 16,083,900. The shares offered in the share issue correspond to approximately 1.24% of the shares in Robit Plc after the acquisition.
Halco Brighouse Ltd operates in a highly modern factory built by Caterpillar, and is located in Brighouse, Middle England. The unit employs approximately 45 persons. The company manufactures a wide range of Down-the-Hole drilling consumables ranging from Down-the-Hole drills to bits and related accessories.
Halco Brighouse Ltd purchased Halco's operations in England in September 2016 due to a debt restructuring. Therefore, the company does not have a financial statement for the full fiscal year. However, the present volume corresponds to annualized net sales of approximately EUR 5.0 million (approximately GBP 4.2 million).
Halco is known as a pioneer brand in Down-the-Hole drilling and the brand name has its origins in Halifax Tool Co, UK dating back to 1948. Robit Plc will continue Halco's proud global brand as an independent business aiming at strengthening the brand to a significant provider in the global Down-the-Hole market.
Through this acquisition Robit Plc further strengthens its Down-the-Hole business as a complement to the acquisitions made in Australia and England in May-July 2016. Robit Plc still emphasizes that it is a global company specializing in selling drilling consumables via its comprehensive distribution network in the global market.
ROBIT PLC
Harri Sjöholm, Chairman
Further information:
Robit Plc
Harri Sjöholm, Chairman
+358 400 622 092
harri.sjoholm@robit.fi
Certified Advisor
Skandinaviska Enskilda Banken AB (publ) Helsinki Branch
Tel. +358 9 6162 8101
Robit is a strongly internationalized growth company selling and servicing global customers in drilling consumables for applications in mining, construction and contracting, tunneling and well drilling. The company's offering is divided into three product and service range: Top Hammer and Down-the-Hole products as well as Digital Services. Robit has 19 own sales and stock points as well as active sales networks in 115 countries. The manufacturing units are located in Finland, South Korea, Australia, UK and USA. Robit is listed in Nasdaq Helsinki Ltd's First North Finland marketplace with trading code ROBIT. For more information, see www.robit.fi.
Distribution:
Nasdaq Helsinki Ltd
Key media
www.robit.fi