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Acquisition of BBV

5th Nov 2010 07:00

RNS Number : 6716V
Fenner PLC
05 November 2010
 



 

5th November 2010

 

Fenner PLC ("Fenner")

 

Acquisition for up to AUD$63.95m builds on core strengths and broadens

market reach in the mining industry in Australia

Fenner is pleased to announce that its wholly owned subsidiary, Fenner Dunlop Conveyor Services Pty Ltd, has exchanged contracts to enter into a Joint Venture with Belle Banne (Victoria) Pty Ltd, Leading Edge Conveyor Solutions Pty Ltd and associated interests (together "BBV") that will lead to the acquisition of 100% of the business and assets of BBV.

 

Belle Banne (Victoria) Pty Ltd is based in the State of Victoria, Australia and Leading Edge Conveyor Solutions Pty Ltd ("LECS") is based in the State of Queensland, Australia. Both companies are providers of conveyor maintenance services and products to the mining industry and materials handling industries.

 

The acquisition will increase the domestic presence of the Fenner Dunlop operations in Australia, trading as Fenner Dunlop Australia ("FDA"), and enable FDA to extend its provision of conveyor engineering, conveyor related products and other value added services to the mining and industrial markets throughout Australasia.

 

BBV earned profits before tax of AUD$6.6 million in the year ended 30 June 2010. The transaction is expected to be earnings enhancing immediately upon acquisition.

 

BBV is to be acquired from its beneficial owners, Belle Banne (Victoria) Hybrid Trust and Leading Edge Conveyor Solutions Trust (together the "Trustees") who hold the BBV assets on behalf of family trusts created for the benefit of the current owners and members of their respective families.

 

The transaction and Joint Venture will be phased over 6 years with Fenner initially acquiring a controlling interest of 50.01% of the Joint Venture, business and assets on completion. Fenner would acquire the balance of the Joint Venture on the 6th anniversary of the effective date of Fenner acquiring an interest (or earlier by mutual agreement) through a put and call option. Fenner has an irrevocable right to exercise their call option at the end of 6 years.

 

Fenner expects to complete and enter into the Joint Venture once certain conditions precedent have been met which is expected to be during the course of November.

 

A 50.01% interest in gross assets valued at AUD$25.3 million on 30 June 2010 will be acquired at completion for an initial share subscription and cash consideration totalling AUD$21.95 million. A further sum to acquire the remaining minority interests of BBV will be paid on or before the 6th anniversary of the completion date; the additional consideration will be AUD$21.5 million. In addition further sums related to the acquisition of minority interests may be payable from the 3rd anniversary of the effective date. The total consideration including potential working capital adjustments is capped at AUD$63.95m based on profit growth.

 

BBV will be operated as a Joint Venture with the existing owner managers until Fenner exercises its rights under the acquisition Agreements to acquire the remaining minority interests. The directors and part beneficial owners of BBV (Shane McCreesh, Richard Hill and Ian Daye) and LECS (Peter Birkbeck) will continue to be fully engaged with the business and in conjunction with Fenner will be directors of the management companies that will be established to manage the operation of the business.

 

Mark Abrahams, CEO of Fenner PLC said, "Belle Banne Victoria and Leading Edge Conveyor Solutions are two great companies with experienced and capable people which build on one of Fenner's core areas of expertise in the mining services sector. It also gives Fenner a broader market reach, including the Victorian brown coal and energy industry. This acquisition further reinforces FDA's position as the leading provider of conveyor products and value added services in Australia's buoyant mining sector."

 

Fenner is a world leader in the field of reinforced polymer engineering. Products include conveyor belting for the mining and power generation markets; precision motion control products for the office automation and mechanical equipment markets; sealing products for the mining, hydraulics and energy industries; technical fabrics and polymer products for the medical device industry.

 

 

-Ends-

 

For further information please contact:

 

Fenner PLC

Mark Abrahams, Chief Executive 01482 626501

Richard Perry, Finance Director

 

Weber Shandwick Financial

Nick Oborne/ Stephanie Badjonat 020 7067 0700

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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