TIDMFAN
RNS Number : 6849S
Volution Group plc
10 July 2015
Friday 10 July 2015
VOLUTION GROUP PLC
ACQUISITION OF VENTILAIR GROUP INTERNATIONAL
Extending our footprint in Europe
Volution Group plc, through one of its wholly owned
subsidiaries, ("Volution" or "the Group" or "the Company", LSE:
FAN), a leading supplier of ventilation products to the residential
construction market, today announces that it has signed an
agreement for the acquisition of Ventilair Group International BVBA
("Ventilair") and its subsidiary operations in Belgium and the
Netherlands(1) . The consideration for the acquisition is EUR16.3
million(2) (approximately GBP11.6 million), on a debt free, cash
free basis, to be funded from the Group's existing cash and banking
facilities.
Headquartered in Kuurne, Belgium, Ventilair is a leading
manufacturer and distributor of residential ventilation products,
including centralised systems with heat recovery, primarily in the
Belgian and Dutch markets. In the year ended 31 December 2014,
Ventilair generated revenue of EUR14.3 million (approximately
GBP10.2 million)(3) . The adjusted(4) earnings before interest and
tax were EUR1.5 million (approximately GBP1.1 million) and gross
assets were EUR11.5 million (approximately GBP8.2 million), of
which, EUR5.9 million relates to goodwill in Ventilair. The
transaction is expected to be immediately earnings enhancing, and
will be reported under Volution's Ventilation Group division.
Mr Kurt Declerck(5) , founder and owner of Ventilair, will step
down from his role as Group Managing Director on completion of the
transaction, but has agreed to support the integration of Ventilair
into Volution during the period immediately following the
acquisition.
The acquisition is expected to complete on 5 August 2015.
Commenting on the acquisition:
Ronnie George, Chief Executive Officer of Volution, said:
"We are delighted to sign this agreement to acquire Ventilair
which has been a trading partner of Volution for approximately ten
years. In that time it has developed into one of the leading
ventilation providers in the Belgian market; focussing extensively
on central system ventilation, mainly with heat recovery. The
acquisition of Ventilair increases Volution's exposure to this
growing market sector as well as widening the Group's existing
product portfolio. This additional access to market and enhanced
product range will greatly assist us in our future plans for
growth."
Kurt Declerck, founder and owner of Ventilair, said:
"I am delighted to have completed the sale of my businesses to
Volution, our preferred partner, and I am confident that Ventilair
will continue to thrive and grow as part of this leading specialist
ventilation group."
(1) The transaction also includes the acquisition of a small
legal entity in France (Ventilair SARL), a minor subsidiary of
Ventilair Group.
(2) The consideration includes the benefit of a negotiated two
year rent free period to the value of EUR0.4 million and is subject
to certain adjustments under an agreed completion accounts
mechanism in the share purchase agreement.
(3) If the business had been consolidated into the Volution
Group for the year ended 31 December 2014 our Group revenues would
have been increased by approximately GBP8.5 million after the
elimination of sales from the Group to Ventilair on
consolidation.
(4) Volution uses some alternative performance measures to track
the underlying performance of the business, such as Adjusted EBIT.
The board considers that these measures which exclude exceptional
and other unusual items give a more useful indication of the
underlying performance of the business.
(5) Kurt Declerck owns 96.3% of the shares in Ventilair, with
his wife Els Feys owning the remaining shares.
-Ends-
Enquiries:
Volution Group plc
Ronnie George, Chief Executive Officer +44 (0) 1293 441501
Ian Dew, Chief Financial Officer +44 (0) 1293 441536
Brunswick +44 (0) 20 7404 5959
volution@brunswickgroup.com
Craig Breheny, Simone Selzer, Chris Buscombe
Note to Editors
Volution Group plc (LSE: FAN) is a leading supplier of
ventilation products to the residential construction market in the
UK, Sweden and Germany.
The Group sold approximately 11 million ventilation products and
accessories in the six months ended 31 January 2015. It consists of
six key brands, focused primarily on the UK, Swedish and German
ventilation markets - Vent-Axia, Manrose, Fresh, PAX, inVENTer and
Brüggemann - and operates through two divisions: the Ventilation
Group, which principally supplies ventilation products for
residential construction applications in the UK, Sweden and Germany
and ventilation products for commercial construction applications
in the UK; and OEM (Torin-Sifan), which supplies motors, fans and
blowers to OEMs of heating and ventilation products for both
residential and commercial construction applications in Europe.
For more information, please go to:
http://www.volutiongroupplc.com/
Cautionary statement regarding forward-looking statements
Certain statements made in this announcement may be
forward-looking statements. Such statements are based on current
expectations and assumptions and are subject to a number of known
and unknown risks and uncertainties that may cause actual events or
results to differ materially from any expected future events or
results expressed or implied in these forward-looking statements.
Persons receiving this announcement should not place undue reliance
on forward-looking statements. Unless otherwise required by
applicable law, regulation or accounting standard, the Group does
not undertake to update or revise any forward-looking statements,
whether as a result of new information, future developments or
otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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