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RNS Number : 0792N

Rolls-Royce Holdings plc

27 September 2021

27 September 2021

ROLLS-ROYCE SIGNS AGREEMENT TO SELL ITP AERO

-- Rolls-Royce has signed a definitive agreement to sell 100% of ITP Aero for approximately EUR1.7bn to Bain Capital Private Equity, which is leading a consortium of Spanish and Basque companies including SAPA and JB Capital.

-- Agreement is a key element of Rolls-Royce's disposal programme to help rebuild balance sheet and support medium-term ambition to return to investment grade credit profile.

-- Bain Capital will help drive ITP Aero's industrial plan as a means to ensure continuity and guarantee the maintenance of workforce levels. It intends to further grow the business, which will remain a key long-term strategic supplier to Rolls-Royce.

-- ITP Aero will be an independent business led by current CEO Carlos Alzola with headquarters and decision making remaining in Zamudio, Spain.

-- Rolls-Royce, Bain Capital and ITP Aero are pleased with the constructive dialogue conducted for this transaction with the Spanish and Basque governments.

Rolls-Royce (LSE:RR., ADR:RYCEY) announced today that it has signed a definitive agreement to sell 100% of ITP Aero to Bain Capital Private Equity, which is leading a consortium of investors, for approximately EUR1.7 billion. The consortium includes interests to be held by Spanish co-investors SAPA and JB Capital.

The proposed sale is a key element of Rolls-Royce's disposal programme, announced on 27 August 2020, to raise proceeds of at least GBP2.0 billion, and is consistent with the company's strategy of reducing capital intensity while maintaining a key long-term strategic supply relationship. Rolls-Royce will receive total cash proceeds (excluding any cash retained by Rolls-Royce) of approximately EUR1.7 billion, which will be used to help rebuild the Rolls-Royce balance sheet, in support of the company's medium-term ambition to return to an investment grade credit profile. The proposed sale values ITP Aero at an enterprise value of approximately EUR1.8 billion. The transaction has been approved by the Board of Rolls-Royce and the consortium members and is subject to certain closing conditions, including customary regulatory clearances. It is expected to close in the first half of 2022.

The consortium's vision for an independent ITP Aero is to invest in growing the company's products, regions and customers and further enhance its status as a Spanish national champion. ITP Aero's partnership with Bain Capital and the consortium will allow it to further drive its strategy to be a pioneer of new technologies and world class manufacturing enabled by a highly skilled workforce. This strategy will see ITP Aero maintain and grow its position as a leading supplier of critical engine components to key civil aviation and defence aircraft platforms, further diversifying its customer base and supporting the next generation of aircraft, including in sustainable and low carbon technologies. The consortium fully recognises the importance of ITP Aero to Spain, the Basque Country, and the Spanish Government.

Rolls-Royce, the Bain Capital-led consortium and ITP Aero are pleased with their discussions with the Spanish and Basque governments about this transaction. The consortium led by Bain Capital supports the maintenance of jobs as well as the company's future growth. Bain Capital is also open to negotiate the incorporation of further Spanish and Basque industrial partners in the consortium, representing up to 30% of the equity, until the end of June 2022.

Warren East, CEO, Rolls-Royce, said: "Today's announcement is a significant milestone for our disposal programme as we work to strengthen our balance sheet, in support of our medium-term ambition to return to an investment grade credit profile. This agreement represents an attractive outcome for both Rolls-Royce and ITP Aero and we are also grateful to the Spanish and Basque Governments for the constructive discussions we have held with them during the process. The creation of an independent ITP Aero is a great opportunity for the company, its people and other stakeholders. A financially, technologically, and industrially strong ITP Aero is also vital to Rolls-Royce. The company will remain a key strategic supplier and partner for decades to come. We believe we have selected new owners willing to support the business for the long-term and build on its successful track record. We look forward to continuing to work closely with Carlos and our colleagues at ITP Aero in the future."

Carlos Alzola, CEO, ITP Aero, said: "This transaction is a significant moment for all of us at ITP Aero. We will be able to further strengthen our position in the aerospace industry, continue to provide high levels of innovation and service to our customers and expand our business to capture significant growth opportunities. All of us at ITP Aero are eager to start the next chapter of our story as an independent company with a strong strategic plan and financial support behind us - building on our 30 years of success - to create a global leader in aerospace that is headquartered in the Basque Country in Spain. Our success is built on the effort of all of our colleagues around the world and I would like to thank each of them for their continued dedication."

Ivano Sessa, Managing Director, and Tobias Weidner, a Principal, at Bain Capital Private Equity, said: "ITP Aero has a great track record in an industry which is vital to the global economy, with attractive long-term growth potential. We see significant potential in further accelerating ITP Aero's growth trajectory and investments in new technologies. Together with our partners SAPA and JB Capital we think we bring a unique understanding and ability to support ITP Aero. We look forward to working with ITP Aero's management, employees and other stakeholders including the Spanish and Basque governments to realise the significant growth potential that ITP Aero has as an independent company."

In the year ended 31 December 2020, ITP Aero reported revenues of EUR735 million and underlying EBIT of EUR40 million. Earlier this year, Rolls-Royce's former site at Hucknall, UK, was integrated into the ITP Aero business, with a structured plan to include the associated fabrications commodity supply chain in the short term. For the year ended 31 December 2020, the combined perimeter generated a pro-forma profit (loss) before tax(1) of EUR(17) million, with pro-forma gross assets(2) of EUR1.95 billion at 31 December 2020.

(1) Pro-Forma Profit Before Tax: Pro-forma Profit Before Tax attributable to ITP Aero and the transferred Hucknall sites and Fabrications commodities. The pro-forma Profit Before Tax excludes an EUR(108)m impact related to the in-year amortisation of the Purchase Price Allocations that arose following the Rolls-Royce acquisition of ITP in December 2017 and also excludes a EUR6m profit in relation to the deferred tax asset described under Gross Assets; both of them are only applicable to consolidated Rolls-Royce Group results.

(2) Gross Assets: Pro-forma Gross Assets attributable to ITP Aero and the transferred Hucknall sites and Fabrications commodities. The pro-forma Gross Assets excludes EUR1.042 billion of Purchase Price Allocations that arose following the Rolls-Royce acquisition of ITP in December 2017, and a further EUR18 million consolidation adjustment, which includes a deferred tax impact; both of them are only applicable to consolidated Rolls-Royce Group results.

Adjusted EBITDA for the combined perimeter was EUR119m for the year to end December 2020 and is considered as the combination of ITP Aero's adjusted EBITDA and the pro-forma reported EBITDA of the Hucknall perimeter with associated fabrications supply chain, adjusted for the post-transaction supply agreement, perimeter carve out adjustments, restructuring costs and due diligence adjustments.

For further information, please contact:

Rolls-Ro yce

Media

Richard Wray

Director of External Communications & Brand, Rolls-Royce plc

Tel +44 (0) 7810 850055

Richard.Wray@Rolls-Royce.com

Teresa Towner

External Corporate Communications Manager, Rolls-Royce plc

Tel: +44 (0) 7971 832 542

Teresa.Towner@Rolls-Royce.com

Investors

Isabel Green

Head of Investor Relations, Rolls-Royce plc

Tel +44 (0) 7880 160976

Isabel.Green@Rolls-Royce.com

www.rolls-royce.com

ITP Aero

Media

Susana Herrero

Head of Communications, ITP Aero

Tel: +34 610 260 992

Susana.herrero@itpaero.com

https://www.itpaero.com

Bain Capital

Media

Georgina Whittle

Associate Partner, Camarco

Tel: +44 (0)20 3757 4987

Tel: +44(0)7835 770 967

baincapital@camarco.co.uk

Violet Wilson

Senior Consultant, Camarco

Tel: +44 (0)203 781 8338

Tel: +44 (0)7875 841 477

baincapital@camarco.co.uk

About Rolls-Royce Holdings plc

1. Rolls-Royce pioneers the power that matters to connect, power and protect society. We have pledged to achieve net zero greenhouse gas emissions in our operations by 2030 (excluding product testing) and joined the UN Race to Zero campaign in 2020, affirming our ambition to play a fundamental role in enabling the sectors in which we operate achieve net zero carbon by 2050.

2. Rolls-Royce has customers in more than 150 countries, comprising more than 400 airlines and leasing customers, 160 armed forces and navies, and more than 5,000 power and nuclear customers.

3. Annual underlying revenue was GBP11.76 billion in 2020 and we invested GBP1.25 billion on research and development. We also support a global network of 28 University Technology Centres, which position Rolls-Royce engineers at the forefront of scientific research.

4. Rolls-Royce Holdings plc is publicly traded company (LSE: RR., ADR: RYCEY, LEI: 213800EC7997ZBLZJH69)

About Bain Capital, LP

Bain Capital, LP is one of the world's leading private investment firms with approximately $140 billion of assets under management that creates lasting impact for our investors, teams, businesses, and the communities in which we live. Since our founding in 1984, we've applied our insight and experience to organically expand into several asset classes including private equity, credit, public equity, venture capital and real estate, with offices on four continents. Read more at baincapital.com.

About ITP Aero

ITP Aero is currently one of the leading aerospace and engine component suppliers in the world, employing approximately 4,300 people at its production centres in Spain, UK, Mexico, Malta and India. ITP Aero's activities include the design, research and development, manufacturing and casting, assembly and testing of aeronautical modules and engines for commercial aviation and defence applications. It also provides maintenance repair and overhaul (MRO) services for a wide range of business jet and defence engines, including providing MRO services to the Spanish Ministry of Defence. It has partnered with Rolls-Royce on all Trent civil aero engine programmes, manufacturing low pressure turbines, and is a partner on Rolls-Royce next generation UltraFan(R) engine. ITP Aero also designs and manufactures aeronautical modules and components for Pratt & Whitney, General Electric and Honeywell. In defence applications, ITP Aero is a consortium member for the engines powering the Eurofighter Typhoon, the A400M and the Tiger helicopter. Earlier this year, ITP Aero was confirmed as a main partner for the development of the engine for the FCAS programme. ITP Aero is led by Chief Executive, Carlos Alzola.

About SAPA

The SAPA Group is a leader in technologies for the mobility of heavy vehicles in the field of Defense and has facilities in Andoain (Gipuzkoa) and Detroit (Michigan). It is one of the most recognized companies both in wheeled and tracked transmissions for heavy vehicles and in energy generation, storage and distribution systems for them. It is a company with a long tradition and relationship with the Defense industrial sector, mainly in Spain, which has participated with its own technology in vehicle programs that the Ministry of Defense has launched in recent years.

About JB Capital

JB Capital is an independent financial services firm. Founded in 2008 by Javier Botín, its current chairman, JB Capital has a team of experienced professionals and access to a broad base of institutional investors and companies globally to whom it provides services in equity and fixed income markets, investment banking and asset management, with a deep knowledge of the Spanish and Portuguese markets.

Note on forward-looking statements

This press release may contain projections and forward-looking statements. The words "believe", "expect", "anticipate", "intend" and "plan" and similar expressions identify forward-looking statements. All statements other than statements of historical facts included in this press release, including, without limitation, those regarding the Company's financial position, potential business strategy, potential plans and potential objectives, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate. The forward-looking statements in this press release speak only as at the date of this press release and the Company assumes no obligation to update or provide any additional information in relation to such forward-looking statements.

The merits or suitability of investing in any securities previously issued or issued in future by the Company for any investor's particular situation should be independently determined by such investor. Any such determination should involve, inter alia, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the transaction in question.

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