REG - Rosebank Industries - Possible Acquisition

ROSEBANK INDUSTRIESAnnouncement

19/02/2025 12:00

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RNS Number : 7254X  Rosebank Industries PLC  19 February 2025

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY
JURISDICTION.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

FOR IMMEDIATE RELEASE

 

 19 February 2025

 

 

Rosebank Industries plc

Possible Acquisition of Electrical Components International, Inc.

 

Further to the recent press speculation, Rosebank Industries plc ("Rosebank"
or the "Company") confirms that it is in discussions with Cerberus Capital
Management, LP. ("Cerberus"), regarding a potential transaction to acquire
Electrical Components International, Inc. ("ECI") (the "Acquisition" or the
"Proposed Transaction"). ECI is a predominantly US-based, market-leading
manufacturing business providing critical electrical distribution systems to a
range of diversified industrial end markets.

The terms of the Proposed Transaction remain confidential at this stage,
however Rosebank notes that the Acquisition is in line with Rosebank's
acquisition criteria and if it proceeds would be funded through a combination
of a fully underwritten equity issue (the "Fundraise") and new debt
facilities.

The Proposed Transaction remains subject to, among other matters, completing
due diligence, the agreement of binding documentation and relevant regulatory
approvals. Should agreement on the terms of the Proposed Transaction be
reached, it would be subject to Rosebank shareholder approval and Rosebank
would also be required to publish an admission document for re-admission to
AIM.

A further announcement will be made, as and when required.

Temporary suspension of trading

As per AIM Rule 40, dealings in the Company's ordinary shares have been
temporarily suspended from trading on AIM with immediate effect until such
time as the admission document in relation to the Proposed Transaction have
been published in compliance with AIM Rule 14. If the Proposed Transaction
does not proceed and an admission document has not been published, an
announcement will be made and the suspension from trading of Rosebank ordinary
shares will be lifted.

Notwithstanding the temporary suspension of trading in the ordinary shares,
the Company will continue to make announcements as and when there are any
developments that require announcement under the AIM Rules.

 

Enquiries:

 

 Rosebank                                                                                             Via Montfort Communications
 Simon Peckham, Chief Executive                                                                       www.rosebankindustries.com

 Matthew Richards, Group Finance Director

 Montfort Communications                                                    +44 7739 701 634 / +44 7921 881 800
 Nick Miles, Charlotte                                                      miles@montfort.london/mcmullen@montfort.london
 McMullen

 Investec Bank Plc (NOMAD, Financial Adviser, Joint Global Coordinator, and
 Joint Corporate Broker)
 Carlton Nelson, Christopher Baird

 Citigroup Global Markets Limited (Joint Global Coordinator, and Joint
 Corporate Broker)
 Andrew Miller-Jones, David Herring

 Barclays Bank PLC (Financial Adviser and Joint Global Coordinator)
 Chris Madderson, Yuri Shakhmin

 

About ECI

Founded in 1953, Electrical Components International, Inc. is one of the
world's leading suppliers of electrical distribution systems, control box
assemblies, and other critical engineered components for diversified markets.
With 25,000 employees and 40 global manufacturing locations, ECI is the
trusted partner to market leaders with 500+ customers. ECI power smart,
connected, and electrified solutions that enable the most advanced
technologies to solve the most complex challenges. ECI continue to grow
through strategic acquisitions. These partnerships expand ECI's expertise in
diversified markets and allow ECI to continue to provide the most advanced
electrical solutions to customers across the globe.

ECI provides end-to-end solutions for the design, manufacturing, assembly, and
integration of wire harnesses, control boxes, and other value-added components
across various industries and markets. Leveraging extensive product,
technology, and systems knowledge, it aims to deliver efficient, high-quality
products. Its tailored engineering solutions are aligned with the product and
process innovations required for sustainability. The company partners with
customers throughout this journey to not only meet their specific needs but
also to support their growth and success in the market.

About Rosebank

 

Rosebank is a newly incorporated company established to acquire businesses
whose performance the Founders, who have a strong track record in creating
value for investors, believe can be improved so as to create shareholder
returns over the short and medium term. The Rosebank team will look to acquire
companies with strong underlying fundamentals but scope for operational
improvement and work alongside management teams of target companies to drive
sustainable long-term performance for the benefit of all the Company's
stakeholders.

 

Important Notices:

 

This announcement is released by Rosebank Industries plc and contains inside
information. The person responsible for arranging for the release of this
announcement on behalf of Rosebank is Joff Crawford.

 

There can be no certainty that any possible acquisition and/or equity issue
contemplated in this announcement will proceed nor as to the terms on which
any possible transaction and/or equity issue might be concluded. For the
avoidance of doubt, the issue of this announcement shall not, in any
circumstances, create any implication that Rosebank Industries plc shall be
required to provide further updates on the status of any matters contemplated
in this announcement (save as may be required by law or regulation).

 

This announcement (or any part of it) is not intended to, and does not,
constitute or form part of any offer to issue or sell or otherwise dispose of,
or the solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction, whether pursuant to this announcement or
otherwise. No securities in connection with any possible transaction
contemplated in this announcement have been or will be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with the securities laws
of any state or any other jurisdiction of the United States.

 

Investec Bank plc, which is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is acting
exclusively for Rosebank and no one else in connection with the Proposed
Transaction and none of Investec Bank plc nor any of its affiliates, branches
or subsidiaries will be responsible to anyone other than Rosebank for
providing the protections afforded to clients of Investec Bank plc nor for
providing advice in relation to the Proposed Transaction or any other matter
referred to in this announcement.

 

Barclays, which is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for Rosebank and no one
else in connection with the Proposed Transaction and will not be responsible
to anyone other than Rosebank for providing the protections afforded to
clients of Barclays nor for providing advice in relation to the Proposed
Transaction or any other matter referred to in this announcement.

 

Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the UK by the
Financial Conduct Authority ("FCA") and the PRA, is acting as Joint Corporate
Broker for Rosebank and for no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than Rosebank for providing the protections afforded to clients of Citi nor
for providing advice in connection with the contents of this announcement, or
any other matters referred to in this announcement. Neither Citi nor any of
its affiliates, directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, consequential, whether
in contract, in tort, in delict, under statute or otherwise) to any person who
is not a client of Citi in connection with this announcement, any statement
contained herein or otherwise.

 

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