REG - Coral Products PLC - Acquisition of Film & Foil Solutions Limited

Coral ProductsAnnouncement

04/05/2022 09:30

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RNS Number : 2667K  Coral Products PLC  04 May 2022

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 (MAR) as in force in the United Kingdom pursuant to the
European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via Regulatory Information Service (RIS), this inside information
is now considered to be in the public domain.

 

Coral Products plc

(the "Company", the "Group" or "Coral")

 

Acquisition of Film & Foil Solutions Limited

Issue of Equity

 

Coral Products plc, a specialist in the design, manufacture and supply of
plastic products based in Wythenshawe, Manchester, is pleased to announce that
it has today acquired the entire issued share capital of Film & Foil
Solutions Limited ("F&F") from two private individuals (the "Vendors")
for a consideration of £3,000,000 (the "Acquisition"), subject to
adjustment as set out below.

The consideration will be applied as follows:

·     £1,348,760 in cash on completion, subject to any adjustment on
preparation of completion accounts

·     £750,000 to be satisfied through the issue of shares in the
Company at the mid-market price on 29 April 2022 of 15.5p ("Consideration
Shares"). Such Consideration Shares will be settled from the shares held by
the Company in treasury, and a further announcement will be made when that
occurs. The Consideration Shares will also be the subject of a twelve-month
lock in period during which time the shares cannot be sold or transferred;

·     £566,240 further cash payment, to be held in escrow against a
contract dispute, and to be released to the Vendors on a pound for pound basis
on settlement; and

·     £335,000 further cash payment to be held in escrow against an
insurance claim submitted by F&F which is to be released to the Vendors on
a pound for pound basis provided that a minimum settlement amount from such
claim is achieved.

The cash consideration for the Acquisition is being satisfied from the Group's
existing resources, but as set out above, the cash consideration may be
adjusted (requiring a payback to Coral) under the sale and purchase agreement
following the preparation of Completion Accounts if the net asset value is
lower than an agreed minimum target. Further announcements will be made if
this occurs.

About Film and Foil Limited

Film & Foil are a leading converter and supplier of flexible packaging
film, print lamination film and speciality plastics, paper and aluminium foils
owned and controlled by Ian Hillman and Brian Farrell.

The F&F team will remain as employees of the Group; and the Company may
appoint one of the current F&F team to the board in due course, further
updates will be made at that time if that progresses.

Executive Chairman, Joe Grimmond, said: "This acquisition reinforces our focus
on niche, specialist operators in the plastics sector. F&F brings to the
Group another range of skills and market opportunities. The Company struggled
following a fire in their manufacturing facility in 2019 but the Directors
believe that with this transaction, the F&F management team can once again
concentrate their efforts in growing the business.

The Board anticipates that the acquisition will be earnings enhancing in its
first year."

As per the unaudited financial statements for the year ended 31 December
2020, F&F reported net assets of £3.37m; sales of £10.1million, and
profit before tax of £61,000. For the full year ended 31 December 2021,
F&F is forecasting a loss before tax of £174k but an underlying profit of
£541k (after one off adjustments).

Pursuant to the terms of the share purchase agreement, the Vendors have also
given standard warranties and indemnities in favour of the Company.

For more information on Coral and Film & Foil, please visit the following
websites:

www.coralproducts.com (http://www.coralproducts.com/)

www.filmfoil.com (http://www.filmfoil.com)

 

ENQUIRIES:

Coral Products plc

Joe Grimmond, Executive
Chairman
 
 Tel: 07703 518148

WH Ireland, Nominated Adviser and
Broker
           Tel: 020 7220 1666

Katy Mitchell

Darshan Patel

Megan Liddell

Capital Markets Consultants
Limited                                                                      Tel:
07515 587184

Richard
Pearson

 

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