Vulcan Industries Plc - Acquisition of Aftech Limited PR Newswire

24 March 2022

Vulcan Industries plc

(“Vulcan” or the “Company”)

Acquisition of Aftech Limited

Vulcan Industries plc (AQSE: VULC) is pleased to announce that it has acquired the entire share capital of Aftech Ltd (“Aftech) and its dormant parent company (together the “Aftech Group”) from Unity Global - FZCO (the “Vendor” or “Unity Group”).

Acquisition rationale

Aftech is a sheet metal fabrication company specialising in laser cutting, bending and forming. Aftech complements the existing fabrication businesses within the Group by introducing additional capacity, capabilities and skills.

Aftech Group

For the year ended 30 November 2021 Aftech reported unaudited revenue of £1,182,000 and unaudited normalised EBITDA of £266,000. At completion, the Aftech Group is expected to have unaudited net assets of £940,000 and unaudited borrowings of £155,000. The acquisition is expected to be immediately earnings enhancing.

Total Consideration

The total consideration payable is £1,550,000 to be satisfied by the issue of 123,307,433 new ordinary shares of £0.0004 each (the “Consideration Shares”) at a price of 1.257p determined by the VWAP calculated for the 15 days prior to completion. In addition, the Company will issue 24,661,486 warrants with an exercise price of £0.03 with an expiry date of 30 June 2023 to the vendor (the “Vendor Warrants”).

In total the Consideration Shares will represent approximately 22.4% of the enlarged share capital of the Company and together with the warrants approximately 25.8% of the fully diluted share capital.

Of the consideration shares, 100,000,000 new ordinary shares have been allotted on completion (the “Initial Consideration Shares”) and the issue of the remaining 23,307,433  Consideration Shares and the Vendor Warrants have been deferred, pending the receipt of the necessary authorities at the next general meeting of the Company.

Admission

Application has been made for the 100,000,000 Initial Consideration Shares to be admitted to trading on Aquis Stock Exchange (‘Admission’). Admission is expected to occur at 8:00am on or around 28th March 2022.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 526,334,602 ordinary shares of £0.0004 each, with each share carrying the right to one vote.

The Company does not hold any ordinary shares in treasury. The above figure of 526,334,602 may therefore be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or of a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.

Ian Tordoff, Executive Chairman, “We are delighted to be working with Unity Group who have introduced Aftech. Aftech are already showing the benefits we expect them to bring to the Vulcan Group and will head the development of our fabrication activities ”

For further information, visit: https://vulcanplc.com 

The directors of Vulcan accept responsibility for this announcement.

Contacts

Vulcan Industries plc Via Vox Markets
Ian Tordoff, Chairman
First Sentinel Corporate Finance Ltd (AQSE Corporate Adviser) +44 7876 888 011
Brian Stockbridge
Gabrielle Cordeiro
Vox Markets (Media and Investor Relations) vulcan@voxmarkets.co.uk
Kat Perez +44 7881 622 830
Paul Cornelius + 44 7866 384 707

About Vulcan

Vulcan seeks to acquire and consolidate traditional but historically profitable engineering, manufacturing, and industrial SMEs for value and to enhance this value in part through group synergies, but primarily by unlocking growth which is not being achieved as a standalone private company. For more information visit https://www.voxmarkets.co.uk/listings/PLU/VULC

About Unity Global - FZCO

The Vendor is a subsidiary of the Unity Group, a mergers and acquisitions firm that specialise in attracting investment and creating opportunities for small to medium-sized enterprises (“SMEs”) to scale. https://www.unity-group.com/

Forward Looking Statements

This news release may contain “forward-looking” statements and information relating to the Company. These statements are based on the beliefs of Company management, as well as assumptions made by and information currently available to Company management. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by law.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.