REG - De La Rue PLC - Sale of Authentication: sale & purchase agreement

De La RueAnnouncement

07/04/2025 07:00

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RNS Number : 8193D  De La Rue PLC  07 April 2025

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INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER ASSIMILATED
REGULATION (EU) NO. 596/2014, WHICH IS PART OF THE LAWS OF THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED).

 

 

7 April 2025

De La Rue plc

Sale of Authentication division: exercise of put and call option agreement

De La Rue plc (LSE: DLAR) ("De La Rue", the "Group" or the "Company")
announces that all conditions to the exercise of options granted under the put
and call agreement entered into by its subsidiary, De La Rue Holdings Limited
("De La Rue Holdings") and CA-MC Acquisition UK Limited ("CA-MC"), a
subsidiary of Crane NXT, Co. (together with CA-MC, "Crane NXT") on 15 October
2024 for the sale of the Group's Authentication division have now been
satisfied or waived. As a result, De La Rue Holdings and Crane NXT have now
entered into the share purchase agreement ("Share Purchase Agreement")
relating to the sale of the Authentication division, as contemplated in the
announcement of the proposed sale on 15 October 2024 (the "Sale
Announcement").

Further details of Share Purchase Agreement are set out in the Sale
Announcement and the sale of the Authentication division is now expected to
complete on 1 May 2025.

On completion of the Share Purchase Agreement, an amount of £300m will be
payable by Crane NXT to De La Rue Holdings in cash, of which £15m (being 5%
of the enterprise value) is to be held in escrow for up to 18 months post
completion, £30m is to be paid to the trustee of the Group's defined benefit
pension scheme by way of an accelerated deficit repair contribution and a
portion of the cash consideration is to be applied to repay the Group's
revolving credit facility in full, each as described in the Sale Announcement.
The consideration will also be subject to a customary post-completion
adjustment mechanism to reflect a debt-free, cash-free normalisation of the
working capital position, as described in the Sale Announcement.

 

Formal Sale Process

Further to the Formal Sale Process announcement of 4 February 2025, the
Company continues to be in discussions that may or may not result in possible
cash offers for the Company or possible cash offers from various potential
counterparties in relation to the Group's Currency division. A further
announcement will be made as and when appropriate.

 

Enquiries:

 De La Rue plc                              + 44 (0)7990 337707
 Clive Whiley                               Chairman
 Clive Vacher                               Chief Executive Officer
 Louise Rich                                Head of Investor Relations

 Deutsche Numis                             + 44 (0)207 260 1000
 (Sole Financial Adviser and Joint Broker)
 Jonathan Wilcox
 Luke Bordewich
 Kevin Cruickshank
 Raed El Dana

 Investec                                   + 44 (0)207 597 5970
 (Joint Broker)
 David Anderson
 Charlotte Young

 Brunswick                                  + 44 (0)207 404 5959
 Stuart Donnelly
 Ed Brown

 

This announcement contains inside information as defined under assimilated
Regulation (EU) No. 596/2014 which is part of the laws of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended). The person
responsible for arranging the release of this announcement on behalf of De La
Rue is Jon Messent (Company Secretary).

About De La Rue

Established 211 years ago, De La Rue is trusted by governments, central banks,
and international brands, providing digital and physical solutions that
protect their supply chains and cash cycles from counterfeiting and illicit
trade.

With operations in five continents, customers in 140 countries and solutions
that include advanced track and trace software, security document design,
banknotes, brand protection labels, tax stamps, security features and passport
bio-data pages, De La Rue brings unparalleled knowledge and expertise to its
partnerships and projects.

Our focus areas are:

- Currency: designing and manufacturing highly secure banknotes and banknote
components that are optimised for security, manufacturability, cash cycle
efficacy and public engagement.

- Authentication: leveraging advanced digital software solutions and security
labels to protect revenues and reputations from the impacts of illicit trade,
counterfeiting, and identity theft. On 15 October 2024. De La Rue announced
the proposed sale of Authentication to Crane NXT for £300m.

The security and trust derived from our solutions pave the way for robust
economies and flourishing societies. This is underpinned by a significant
Environmental, Social, and Governance commitment that is evidenced by
accolades such as the ISO 14001 certification and a consistent ranking in the
top tier of the Financial Times European Climate Leaders list.

De La Rue's shares are traded on the London Stock Exchange (LSE: DLAR). De La
Rue plc's LEI code is 213800DH741LZWIJXP78. For further information please
visit www.delarue.com
(https://protect.checkpoint.com/v2/___http:/www.delarue.com___.Y3AxZTpkZWxhcnVlMTYzMDUwMzk1MDQxOTpjOm86OGU3Mjg0ZDUwNzA0OWJiYThhZWU2MzIyNThkNGIyMWI6NjoyNDk0OmIwMDAxNDIwNGRhZDJlMDNkYzkyZDFkN2RlNzcwMzk5ZDBlYTFjMDFhYzczMDQzNDFkNDhjMzlhMDY0OTZkNTk6cDpUOlQ)
.

 

Cautionary note regarding forward-looking statements

Certain statements contained in this document relate to the future and
constitute 'forward-looking statements'. These forward-looking statements
include all matters that are not historical facts. In some cases, these
forward-looking statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "anticipates",
"expects", "intends", "plans", "may", "will", "could", "shall", "risk",
"aims", "predicts", "continues", "assumes", "positioned" or "should" 4 or, in
each case, their negative or other variations or comparable terminology. They
appear in a number of places throughout this document and include statements
regarding the intentions, beliefs or current expectations of the Directors, De
La Rue or the Group concerning, amongst other things, the results of
operations, financial condition, liquidity, prospects, growth, strategies and
dividend policy of De La Rue and the industry in which it operates.

By their nature, forward-looking statements are not guarantees or predictions
of future performance and involve known and unknown risks, uncertainties,
assumptions and other factors, many of which are beyond the Group's control,
and which may cause the Group's actual results of operations, financial
condition, liquidity, dividend policy and the development of the industry and
business sectors in which the Group operates to differ materially from those
suggested by the forward-looking statements contained in this document. In
addition, even if the Group's actual results of operations, financial
condition and the development of the business sectors in which it operates are
consistent with the forward-looking statements contained in this document,
those results or developments may not be indicative of results or developments
in subsequent periods.

Past performance cannot be relied upon as a guide to future performance and
should not be taken as a representation or assurance that trends or activities
underlying past performance will continue in the future. Accordingly, readers
of this document are cautioned not to place undue reliance on these
forward-looking statements.

Other than as required by English law, none of the Company, its Directors,
officers, advisers or any other person gives any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this document will actually occur, in part or in
whole. Additionally, statements of the intentions of the Board and/or
Directors reflect the present intentions of the Board and/or Directors,
respectively, as at the date of this document, and may be subject to change as
the composition of the Company's Board of Directors alters, or as
circumstances require.

The forward-looking statements contained in this document speak only as at the
date of this document. Except as required by the UK's Financial Conduct
Authority, the London Stock Exchange or applicable law (including as may be
required by the UK Listing Rules and/or the Disclosure Guidance and
Transparency Rules), De La Rue expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this document to reflect any change in
the Group's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

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