Proposed Disposal of Billi for £110.0 million
19/12/2025 07:00
RNS Number : 2064M
Strix Group PLC
19 December 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
19 December 2025
Strix Group Plc
("Strix", the "Group" or the "Company")
Proposed Disposal of Billi for £110.0 million
Strix Group Plc (AIM:KETL), the global leader in the design, manufacture and supply of kettle safety controls and other components and devices involving water heating and temperature control, steam management and water filtration, today announces that Strix (UK) Limited and the Company have entered into a conditional sale and purchase agreement with Birmingham Bidco Pty Ltd ("Bidco") (further details of which are set out further below under the heading "Information on Bidco") for the disposal of the Billi business, comprising Strix Australia Pty Ltd and each regional subsidiary (together, "Billi"), for an aggregate consideration of £110.0 million on a cash free / debt free basis and subject to customary post-completion adjustment (the "Disposal"). The consideration will be paid in cash upon completion of the Disposal ("Completion") and Completion is subject to shareholder approval that will be sought at a General Meeting of the Company, further details of which are set out below.
Background to, and reasons for, the Disposal
The transaction, which values Billi at an enterprise value of £110.0 million, equates to 47.8 pence per share in the issued share capital of the Company (which is c.18% higher than the current share price of 40.7 pence) and provides an opportunity to crystalise a significant increase in value creation. Strix acquired Billi, a leading provider of premium instant boiling, chilled, and sparkling filtered water systems, in November 2022 for c.£38 million and therefore the Disposal reflects an absolute return of c.3x on Strix's original investment. In November 2025, all debt relating to the original acquisition of Billi was repaid.
As previously announced, the Group has encountered certain macroeconomic and geopolitical headwinds, particularly within its Controls division, owing in part to indirect tariff impacts and a weakening US dollar. This has led to lower than anticipated trading, a weakened financial performance and an increase in the Group's net debt leverage position.
In order to mitigate the impact of this, the Group has already initiated a number of key actions to enhance working capital efficiency and maintain careful control of operational and capital expenditure. In connection with this, the Board has also been considering a number of more permanent strategic options to help enhance the financial position of the Group.
Over the last three months, the Group has performed a significant restructuring of planned production volumes in its China factory aimed at reducing inventory on hand by c.£8.0 million over the last six months of the financial period. The Group has also successfully put in place extended non-recourse debt factoring in its Italian operations, bringing average debtor balances down by c.£2.0 million. In addition, the Board decided to cancel the final dividend proposed for FY24, which was due to be paid in December 2025, to further support the Group's focus on reducing the net debt position. Supplementing these direct actions, the business has continued to maintain careful control of operational and capital expenditure.
The Company estimates that the Group's net debt balance at the expected Completion date will be c.£68 million and therefore, to further accelerate debt reduction in a material way and in recognition of the Company's current market capitalisation, the Board believes that the Disposal represents the optimal path to bring the Group back into a net cash position and remove reliance on debt funding.
A strengthened balance sheet enables capital to be deployed for growth, reduces interest costs and repositions the Group as a lower-risk equity proposition going forward. It would also enable management to concentrate resources on the Group's core operations, with capital being available for selective reinvestment across both the Controls and Consumer Goods divisions. These resources would have otherwise been allocated to debt reduction or Billi's growth.
As announced in the Company's November 2025 trading update, Billi has continued to deliver a strong performance, reporting double-digit growth rates (at constant exchange rate), and progressing with its geographical rollout strategy, gaining traction with new customers in key markets. In the 12 months ending 31 December 2025, Billi is expected to generate revenue of c.£47 million and adjusted EBITDA of c.£10 million (under IFRS at a constant exchange rate). Billi's recent performance reflects the significant progress made under Strix's ownership, which includes the following:
· Securing a new facility with higher capacity in Australia where it can further ramp up production;
· Opening a new flagship Billi showroom and event space in Farringdon;
· Strengthening the Billi management team through strategic hires;
· Rebuilding the service capability as evidenced in Trustpilot scores;
· Leveraging new product development and expanding distribution in both residential and commercial markets; and
· Significantly expanding UK operations, which would act as a gateway for European expansion - with a number of distributor contracts in Europe already secured.
Billi now has a strong platform upon which to execute its longer-term strategy, however, it will require further investment that, in the absence of the Disposal, the Group would be slower to provide due to its accelerated debt reduction programme. There is a risk that with slower investment, growth rates within Billi may reduce, and the Board therefore believes that, at the price agreed with Bidco for Billi, now is the optimal time to dispose of Billi and crystalise attractive returns for shareholders.
In connection with the Disposal, the Company has agreed a memorandum of understanding with Billi under which the Group will, assuming the Disposal is completed, look to negotiate a manufacturing and development agreement, and provide engineering and research and development support to Billi. This is expected to result in a longer-term manufacturing partnership and therefore access to a financial benefit from Billi's growth under new ownership.
Information on Bidco
Birmingham Bidco Pty Ltd (ACN 693 770 811) is a new Australian company incorporated by the manager ("Crescent Capital Partners") of the private equity fund known as "Crescent Capital Partners VII" for the purposes of the Disposal. Crescent Capital Partners is a Sydney-based private equity and alternative asset management firm founded in 2000, primarily investing in mid-market companies in Australia and New Zealand across sectors such as healthcare, industrials and services.
Future strategy
Despite the recent macroeconomic headwinds, the Board believes that the Group will continue to deliver a stable and highly cash-generative performance, underpinned by strong OEM relationships, market-leading positioning and high-quality service capabilities. This dependable underlying cash flow, combined with the anticipated reduced leverage profile and the further investment of the cash proceeds from the Disposal, will enable continued investment in intellectual property and innovation as well as the ability to return to paying dividends in due course.
Whilst it will take some time to finesse the Group's post-Disposal strategy, in the short-term, the Group will continue to focus on the following strategic pillars:
| · | Expanding the Controls addressable market beyond kettles, through the Low-Cost control strategy as well as the filtration product range to grow share in the consumer and OEM markets |
| · | Accelerating development of new heating and safety control technologies and applications for existing OEM and Brand customers |
| · | Focusing the LAICA branded consumer goods strategy combining filtration intellectual property and manufacturing capability with a select range of sourced products ('Wellbeing at Home') |
| · | Adapting the kettle Controls product, pricing and sales strategy to latest market conditions |
| · | Simplifying how the Group operates, rightsizing the business to match demand and streamlining spending to invest in growth |
| · | Defending market share through increasing action against copyist activity, with a particular focus on the US market, and increasing the available resource to pursue such actions, combining efforts from Controls and Consumer Goods who serve the same SDA end market |
| · | Strengthening commercial activities to leverage design and manufacturing services, filtration and appliance IP/know-how |
| · | Value-added services (Industrial Design, Applications Engineering, Customer Service) to be offered to maintain a sustainable price premium |
| Publication of Circular | 19 December 2025 |
| General Meeting | 8 January 2026 |
| Completion of the Disposal | 30 January 2026 |
| Strix Group Plc | +44 (0) 1624 829829 |
| Gary Lamb, Chairman Mark Bartlett, CEO Clare Foster, CFO | |
| Zeus (Nominated Advisor, Joint Financial Adviser and Joint Broker) | +44 (0) 20 3829 5000 |
| Jordan Warburton / Louisa Waddell (Investment Banking) Dominic King (Corporate Broking) | |
| Stifel Nicolaus Europe Limited (Joint Financial Adviser and Joint Broker) | +44 (0) 20 7710 7600 |
| Matthew Blawat /Phillip McCreanor | |
| Gracechurch Group (Financial PR and IR) | +44 (0) 204 582 3500 |
| Heather Armstrong / Claire Norbury |