RCS - Power Probe PLC - Intention to Float on AIM and proposed placing

TOYOTA MOTORAnnouncement

04/12/2025 08:15

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RNS Number : 1723K  Power Probe PLC  04 December 2025

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THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE
UNLAWFUL.

THE CONTENTS OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY, HAVE BEEN APPROVED BY SHORE CAPITAL
STOCKBROKERS LIMITED SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000.

THE COMMUNICATION OF THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE
IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.

Neither this announcement, nor anything contained herein, shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Prospective investors should not subscribe for or
purchase any securities referred to in this announcement, except on the basis
of the information in an admission document in its final form which may be
published by the Company and any supplement thereto ("Admission Document"), in
connection with the proposed Admission (as defined below).

A copy of the Admission Document will, following publication, be available for
viewing on Power Probe plc's corporate website at
https://investors.powerprobe.com, subject to certain access restrictions.

 For immediate release     4 December 2025

 

Power Probe PLC

("Power Probe", the "Group" or the "Company")

Intention to Float on the AIM Market of the London Stock Exchange and a
proposed placing of ordinary shares

 

Power Probe, a leading producer of automotive electrical diagnostic tools for
professional service technicians, is pleased to announce its intention to seek
admission to trading on AIM, a market operated by London Stock Exchange plc
("Admission").

Preparations for Admission are at an advanced stage, and the Company expects
Admission to occur on 11 December 2025.

OVERVIEW

·     Founded in 1992, and headquartered in Charlotte, North Carolina,
USA, Power Probe has grown to become an internationally renowned brand with a
suite of products across seven segments: powered circuit probes, testing kits,
measuring tools, soldering, lighting, accessories, and private brands.

 

·     The Group's range of electrical diagnostic tools and accessories
is compatible with all major vehicle engine types and manufacturers, and Power
Probe's distinctive red branding, including the iconic pen design of its
flagship powered circuit probes, has made Power Probe instantly recognisable
to professional service technicians and mechanics across the Company's core
markets.

 

·     The Group's testing and measuring tools are available through all
major distribution channels, and the Group has strong relationships with
highly regarded professional tool companies, including Snap-on, Matco Tools,
MAC Tools (part of Stanley Black & Decker, Inc.), and Cornwell Quality
Tools, who each distribute the Group's branded products alongside their
own-brand tools. These brands have extensive and deep-rooted links into
mechanics in the US and UK, the ultimate end users of the Group's products.

 

·     The historical growth of the Group has been supported by
continuous innovation, both in incremental advancements made to existing
product lines and the development of new products incorporating unique
technologies.  The Group launched eight new products during 2024, six new
products in calendar year 2025 and has 15 new products available to be
launched from calendar year 2026, augmenting its existing 120+ strong product
portfolio. The Directors believe that new products with additional
functionalities will bring with them higher gross margins, further
underpinning the Group's growth plans.

 

·     Furthermore, the Directors believe the Group is well positioned to
benefit from a number of positive, long-term market tailwinds.  Expenditure
on vehicle maintenance tends to be inelastic due to the importance of
automotive transport, while the overall size and rate of demand for automotive
maintenance and repair is expected to grow as the total global Car Parc
increases, the average age of vehicles within the Car Parc rises, and vehicle
complexity grows.  According to independent research commissioned by the
Company, the global market opportunity for the Group's products is expected to
reach $2.2 billion by the end of 2032. 1  (#_ftn1)

 

·     The Group has grown considerably in recent years, increasing Group
revenue from approximately $25.0 million in the 12 months ended 31 December
2022 to approximately $31.3 million in the 12 months ended 31 December 2024, a
CAGR of approximately 12%. The Group's underlying EBITDA has increased
rapidly, from approximately $4.8 million to approximately $8.3 million over
the same period, a CAGR of approximately 31%.

 

·     This strong rate of growth has continued in the first half of
2025, with Group revenue for the period of $20.5 million, gross profit of $8.6
million, and underlying EBITDA of $5.3 million. In particular, the Directors
believe that strong sales of recently launched products in the six month
period ending 30 June 2025 evidences the return on investment deriving from
the Group's focus on innovation.

 

FUNDRAISE HIGHLIGHTS

·     The Company is seeking to raise approximately $15 million (circa
£11 million) (gross) through a placing of new Ordinary Shares (the
"Placing").

 

·     Shore Capital and Corporate Limited is acting as nominated adviser
and Shore Capital Stockbrokers Limited is acting as sole bookrunner and broker
to the Company in connection with the proposed Placing and Admission.

 

Chema Garcia, Chief Executive Officer, commented:

"Our proposed IPO marks a pivotal and exciting moment in Power Probe's
history.

Our position as a leading developer in the specialised automotive electrical
diagnostics market has been achieved by continuously adapting to the rapid
evolution of vehicle technology, and with modern vehicles centred around
intricate electronic and digital control systems, our user-friendly and
multi-functional diagnostic tools are more in demand than ever.

Our competitive advantage stems from our close contact with the professional
technician community, allowing us to identify and address unmet needs quickly,
and this intimate market knowledge has been critical in developing innovative
products that meet the challenges posed by the evolving marketplace.

Admission would allow us to build on this culture of innovation, and we are
particularly excited at the opportunity to open a state-of-the-art new US
manufacturing facility, a strategic move designed to both strengthen our
innovation pipeline and bring production capability physically closer to our
critically important core market, increasing our overall production capacity.

We are ready to take the decisive next steps in our journey, and I am looking
forward to embarking on the next exciting chapter in Power Probe's
development."

Upon Admission, the Company would trade under the ticker 'PWR' and ISIN code
GB00BSDYS558.

 

CONTACT DETAILS

 Power Probe                                                       https://powerprobe.com/en/

                                                                 (https://protect.checkpoint.com/v2/r02/___https:/powerprobe.com/en/___.YXAxZTpzaG9yZWNhcDpjOm86OGEwZTQwNzA0NGIxMmM5OTU2NjZjZDNlZGVhMzdlZjk6Nzo1ZDZhOmY5N2FiMjJjZGM1Y2Q5NDI3ZGFjZGY3Y2EyYmIzMmYwMGM2ODM3ODIxNjZjOWU0OGRjOTU1YzZkOGQ2MjNkMjU6cDpGOk4)
 Chema Garcia, Chief Executive Officer

                                                                 c/o Sodali & Co
 Fabio Medina, Chief Financial Officer

 Tom Marsh, Group Corporate Development

 Shore Capital (Nominated Adviser, Sole bookrunner & Broker)       +44 (0)20 7408 4090

 William Marshall (Corporate Broking)

Toby Gibbs / Harry Davies-Ball (Corporate Advisory)

 Sodali & Co                                                       +44 (0)78 5543 2699

 James White / Tilly Abraham / James Whitaker                      powerprobe@client.sodali.com (mailto:powerprobe@client.sodali.com)

 

INVESTMENT HIGHLIGHTS

Supportive market backdrop due to expanding, ageing and increasingly complex
car parc

·     The Group operates in the $1.3 billion global automotive circuit
tester market 2  (#_ftn2) which the Directors believe is principally driven by
the growth, age, composition and regulation of the global automotive fleet
(the "Car Parc").

 

·     Expenditure on vehicle maintenance tends to be inelastic due to
the importance of automotive transport while both the overall size and rate of
demand for automotive maintenance and repair is expected to grow as the total
global Car Parc increases and the average age of vehicles within the Car Parc
rises, reflecting the heightened cost of new vehicles and the uncertainty
arising from the transition from internal combustion engine to electric and
hybrid-electric vehicles.

 

·     Beyond the wider transition to electric powertrains, vehicles
across segments are increasingly complex due to the proliferation of sensors
and other digital electrical components and associated wiring.

 

·     The Directors believe the Group is well positioned to benefit from
the greater maintenance and repair demands of older and more complex vehicles
and is investing in innovation to develop new products to address the unmet
automotive diagnostic needs arising from the changing automotive landscape.

 

Power Probe is a market leader in automotive electrical diagnostics

·     The Group was founded in 1992 in California, US. The Group's
founder, Jeff Whisenand, a professional mechanic and former US Army
technician, invented the first single-handed, powered circuit probe capable of
applying power and ground for use in diagnosing automotive electrical faults.

 

·     Today, Power Probe has a 64% share of the US powered circuit probe
market alongside a range of additional, complementary products.

 

·     The Group's specialist automotive electrical diagnostic products
are highly rated and widely discussed by trade publications, as well as
professional and hobbyist social media channels. The Group has received
external validation from both customers and industry awards, with over 10,000
reviews averaging 4.7 stars out of 5 on its products on Amazon and featuring
frequently in specialist automotive repair social media channels on YouTube,
TikTok and Instagram.

 

A leading brand with carefully protected IP

·     Since inception, the Group has continued to innovate through both
iterative improvements to its line of powered circuit probes and by launching
further unique and highly specialised products in underserved or previously
non-existent automotive electrical diagnostic niches.

 

·     The Group recognises the importance of its intellectual property
and has moved to protect its portfolio of products through extensive and
comprehensive patent and trademark filings.

 

·     The Directors consider the Group's proprietary technology and
rigorous intellectual property protection strategy to be key strengths of the
business.  The Group maintains a proactive and extensive intellectual
property protection strategy, including issuing warnings, notices and taking
expert legal action against product imitators.

 

Active new product development accelerating and diversifying growth

·     Power Probe has continued to expand on its legacy of innovation
through the launch of a wide range of complementary products, including
further "first-of-their-kind" solutions, all within its core niche specialism
of automotive electrical diagnostics.

 

·     The Group leverages the extensive knowledge base developed by
close contact with the professional service technician community to identify a
number of unmet or underserved needs in automotive electrical diagnostics.

 

·     The Directors believe this knowledge has been critical in enabling
the Group to move quickly and develop innovative new products to address these
needs and establish a leading market share. These products are typically
complementary to existing products and have established Power Probe as a
leader in new technologies, creating significant interest in its development
pipeline and driving engagement at trade shows and online, ultimately
strengthening the feedback loop for further innovation.

 

Multi-channel distribution with pricing power

·     The Group's customers are tool distributors and retailers whose
ultimate end market is professional service technicians; OEMs and ODMs; and,
in the case of eCommerce and other non-specialist retail, hobbyists.

 

·     The Group applies a 'Minimum Advertised Price' policy in the US
supported by proactive legal protections and thorough product categorisation
and tracking, to ensure the Group is able to track sales and ensure minimum
pricing levels are met across sales channels. By enforcing minimum pricing,
the Directors believe the premium market perception of the Group's products is
maintained.

 

·     The Group targets sales channels and customers which it believes
offer attractive commercial terms and demand visibility, including adherence
to the Group's 'Minimum Advertised Price' policy in the US and low customer
attrition, to ensure the Group is able to accurately track sales and ensure
minimum pricing levels are achieved.

 

Market position and brand strength delivers high margins

·     The Directors believe the brand equity and innovation of the Group
has reinforced the premium perception of the Group's products, which in turn
has been a strong contributor to the Group's robust pricing strategy.

 

·     A key driver in the Group's EBITDA growth has been new product
development with new products that are less than three years old accounting
for 16% of Power Probe's FY 24 sales (versus HY25 39% sales).

 

·     The Group has also been able to drive margins by focusing on
higher-priced distribution channels while exercising discipline in balancing
volumes and price, alongside moving from private brands to higher-margin sales
of Power Probe branded products.

 

·     The Directors believe there is a significant opportunity to drive
further growth through innovation in new products within the Group's
automotive electrical diagnostics niche.

 

Untapped opportunity to expand geographically and grow into new areas

·     As part of the Group's growth strategy, the Directors are pursuing
opportunities to accelerate growth by entry into new markets or verticals.

 

·     The Directors have identified opportunities to market the Group's
products in new jurisdictions with well-established automotive repair and
diagnostics markets including Canada and Mexico, with possible longer-term
opportunities for expansion in the European Union and Latin America.

 

·     Beyond expansion into new geographies, the Directors believe there
are additional potential verticals for the Group's specialised products. The
Group is exploring the application of its products to military automotive
fleets, boating maintenance and repair, the global car rental fleet, and
education including technical training colleges for aspiring service
technicians.

 

·     Work is also ongoing to develop strategic accounts with major
automotive manufacturers with potential to enter high-volume programs and
brand extensions, including roll-out of Group products in car dealerships. The
principal OEMs targeted by the Group are large, international automotive
manufacturers, for example manufacturers such as Honda, Toyota, Ford and GM.

 

Established manufacturing partner, adding "Made in USA" for US market

·     The Group has a strong and long-standing supply partnership with
MGL APPA, a Taiwan-based manufacturing group (the "Principal Manufacturing
Partner").

 

·     Although the Group has secured a high-quality, commercially
competitive supply of products over the medium term with the Principal
Manufacturing Partner, the Directors believe the Group can generate further
strong growth by leveraging cost savings and the potential price premium
applied to goods which are 'Made in USA' by introducing its own additional
manufacturing capacity in the US for certain products.

 

·     The Directors intend to undertake phased capital and operating
expenditures from the second half of 2026 through to the first quarter of 2027
for the purchase and installation of plant and equipment and the hiring and
training of manufacturing personnel at the Group's existing 49,302 square foot
administrative, design, processing and distribution hub at its headquarters in
Charlotte, North Carolina, US.

 

·     The Group anticipates that this new additional manufacturing
capacity will come onstream in or around the first quarter of 2027, whereupon
the Group will commence production of approximately 10 product types,
prioritising those product types the Directors consider to be 'flagship'
products.

 

·     By phasing the roll-out of US manufacturing in this way and
retaining the Group's existing supply chain including agreements with its
Principal Manufacturing Partner, the Directors believe the execution of its
growth strategy will be significantly de-risked.

 

ADMISSION RATIONALE

The Directors believe that Admission is an important step in the Group's
continuing development, and will accelerate its commercial progression. In
particular, the Placing and Admission will provide the Company with capital to
execute the Directors' growth plans for the Group.

The net proceeds of the Placing will be used by the Company to:

·     open the manufacturing facility in the US, which will strengthen
the Group's innovation pipeline and add production capability closer to the
Group's core markets;

·     secure top-tier engineering talent including key new hires in
industrial technology and research and development;

·     support expansion into new geographies including the build-out at
the Group's distribution facility in Nuneaton, UK; and

·     bolster the Group's general working capital.

In addition to the Placing, the Directors believe that Admission will provide
the Company with increased reputation and profile and an improved ability to
incentivise key employees.

 

EXPECTED DIVIDEND POLICY:

The Directors intend to adopt a progressive dividend from Admission as a
result of their confidence in the Group's growth profile and cash generative
business model. Following Admission, the Company will target a dividend payout
ratio of profit after tax in the region of 50% with the first dividend
payments expected to be made in 2026.

 

SUMMARY FINANCIAL INFORMATION

                           Year ended 31 December 2022  Year ended 31 December 2023  Year ended 31 December 2024  Six months ended 30 June 2024  Six months ended 30 June 2025

                           Audited                      Audited                      Audited                      Unaudited                      Unaudited

                           ($'000)                      ($'000)                      ($'000)                      ($'000)                        ($'000)
 Revenue                   24,990                       26,873                       31,296                       15,014                         20,473
 Gross profit              10,610                       11,553                       13,930                       6,789                          8,650
 Gross margin              42.5%                        43.0%                        44.5%                        45.2%                          42.2%
 Underlying EBITDA         4,840                        6,470                        8,299                        3,904                          5,325
 Underlying EBITDA margin  19.4%                        24.1%                        26.5%                        26.0%                          26.0%

 

Note: Underlying EBITDA is calculated by taking operating profit and adding
back depreciation, amortisation, and non-underlying expenses of approximately
$509,000 incurred in the six months ended 30 June 2025 pursuant to Admission.

 

BOARD INFORMATION

Michael Sherwin - Independent Non-Executive Chairman

Michael has over 40 years' experience in finance and leadership roles, having
originally trained and qualified as a chartered accountant with Price
Waterhouse. Michael served as CFO of Games Workshop plc for ten years during a
period of strategic development and expansion, followed by nine years as CFO
at Vertu Motors plc during a phase of significant acquisition-led growth.
Michael also worked as a non-executive director on several listed boards,
including at Plusnet plc where he was appointed on IPO and chaired the audit
committee, and at Sumo Group plc where he also was appointed from IPO through
to its successful sale in early 2022 and chaired its audit committee.

Jose María ('Chema') García Riera - Chief Executive Officer

Chema began his professional career in Sales and Marketing with German
industrial and automotive manufacturer Temper Group, before founding
industrial testing and measuring tool manufacturer KPS in 2012. He co-founded
the MGL Group in 2018 with Ip Foo Wing and was appointed Managing Director of
joint-venture vehicle Power Probe Tek LLC in 2018, before becoming Group CEO
of the MGL Group in 2019. Chema has served as CEO of Power Probe since 2018.

Fabio Possas Medina - Chief Financial Officer

Fabio is a Certified Management Accountant with a BS in Accounting and Finance
from Lee University, US. Fabio has a strong track record working within the
finance functions of US listed companies, including New York Stock
Exchange-listed Sealed Air Corporation. Fabio has held a variety of
operational finance roles including costing and plant controllership for
plastic extrusion sites and corporate financial planning and analysis, with
extensive experience in budgeting and cash management whilst driving growth.

Colin Fielding - Independent Non-Executive Director

Colin is an experienced management consultant with over 20 years' experience
in strategic planning and business transformation. Colin was previously Chief
Commercial Officer at Helm, a US-based brand marketing company, and has held
numerous senior roles at automotive and industrial testing and measuring
businesses including Bosch Automotive Service Solutions, SPX Flow, and Snap-on
Inc.

Cynthia Alers - Independent Non-Executive Director

Cynthia is an experienced Non-Executive Director and Audit & Risk
Committee chair for listed companies, not-for-profit and public sector
organisations on strategic transformation, risk assurance frameworks, ESG
sustainability reporting, corporate governance and stakeholder engagement. She
was previously a member of the Nomination and Remuneration Committees at the
Port of Dover and Audit and Risk Committee Chair and a member of the
Governance Committee at Orwell Housing Association. Cynthia currently sits on
the UK Endorsement Board, the UK National Standard Setter for international
accounting standards, as well as the board of Natural England.

Ip, Foo Wing - Non-Executive Director

Ip Foo Wing has extensive experience in manufacturing  electrical measurement
and diagnostic tools, serving as Chair and CEO of Precision Mastech
Enterprises, a Taiwan-based manufacturer, since 2010. In 2018, Ip Foo Wing
co-founded the MGL Group with Chema Garcia. Following the demerger of the MGL
Group in 2024, he became Chair and CEO of Mastech APPA. Ip Foo Wing holds an
EMBA in Information and Finance Management from the National Taipei University
of Technology.

 

Important Legal Information

Forward looking statements

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should", or, in each case, their negative or
other variations or comparable terminology. All statements other than
statements of historical fact included in this announcement are forward
looking statements. They appear in a number of places throughout this
announcement and include statements regarding the Directors' or the Group's
intentions, beliefs or current expectations concerning, among other things,
its operating results, financial condition, prospects, growth, expansion
plans, strategies, the industry in which the Group operates and the general
economic outlook.

These forward-looking statements speak only as of the date of this
announcement. The Company, Shore Capital and Corporate Limited ("SCC") and
Shore Capital Stockbrokers Limited ("SCS" which together with SCS is "Shore
Capital") expressly disclaim any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto, any new
information or any change in events, conditions or circumstances on which any
such statements are based, unless required to do so by law or any appropriate
regulatory authority.

Important Notice

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and persons into whose
possession this announcement comes should inform themselves about and observe
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This announcement does not constitute or form part of any offer or invitation
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Recipients of this announcement who intend to purchase or subscribe for
ordinary shares of 0.1 pence each ("Ordinary Shares") in the Company following
publication by the Company of the Admission Document in accordance with the
AIM Rules for Companies are reminded that any such purchase or subscription
must only be made solely on the basis of the information contained in the
Admission Document (and, if relevant, any supplementary admission document)
relating to the Company in its final form.

For Taiwan recipients only. This announcement is confidential, for information
purposes only and is not a public offering in Taiwan. It is not a prospectus,
offering memorandum or other offering document under Taiwan's Securities and
Exchange Act. The Company's securities are not listed or traded on any market
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information contained in this announcement is intended solely for your
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any of its respective affiliates, advisers or representatives shall have any
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The Ordinary Shares mentioned herein have not been, and will not be,
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Securities Act"), and may not be offered or sold in the United States except
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delivered directly or indirectly, in the United States unless registered under
the US Securities Act or offered in a transaction exempt from, or not subject
to, the registration requirements of the US Securities Act or any other
applicable securities laws of the United States and in accordance with any
applicable securities laws of any state or other jurisdiction of the United
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registered under the US Securities Act or under the applicable securities laws
of Australia, Canada, the Republic of South Africa or Japan. There will be no
public offer of the Ordinary Shares in the United States, Australia, Canada,
the Republic of South Africa or Japan. Subject to certain exceptions, the
Ordinary Shares referred to herein may not be offered or sold in Australia,
Canada, the Republic of South Africa or Japan or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada, the
Republic of South Africa or Japan.

Acquiring investments to which this announcement relates may expose an
investor to a significant risk of losing all or part of the amount invested.
Persons considering making such an investment should consult an authorised
person specialising in advising on such investments. This announcement does
not constitute a recommendation concerning Admission or the Ordinary Shares.
The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment you may get back less than you originally invested.
Potential investors should consult an independent professional adviser as to
the suitability of the Ordinary Shares for the person concerned. Past
performance cannot be relied upon as a guide to future performance.

SCC, which is authorised and regulated in the United Kingdom by the FCA for
the conduct of investment business, is acting exclusively as nominated adviser
to the Company in connection with Admission and will not be acting for anyone
else in connection with the Admission and accordingly will not be responsible
to anyone other than the Company for providing the protections afforded to
customers of SCC or for providing advice in relation to Admission or any other
matter referred to in this announcement. SCC's responsibilities as the
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are not owed to the Company or to any director of the Company or to any other
person in respect of such person's decision to acquire shares in the Company
in reliance on ay part of this announcement.

SCS, which is authorised and regulated in the United Kingdom by the FCA for
the conduct of investment business, is acting exclusively for the Company and
for no one else in connection with the Placing and Admission and accordingly
will not be responsible to anyone other than the Company for providing the
protections afforded to customers of SCS or for providing advice in relation
to the Placing and Admission, any other matter referred to in this
announcement.

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or agents accepts any responsibility or liability whatsoever for the contents
of, or makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in, this announcement (or
whether any information has been omitted from the announcement) or any other
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whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use
of this announcement or its contents or otherwise arising in connection
therewith.

Accordingly, Shore Capital and its directors, officers, employees, advisers
and agents expressly disclaims, to the fullest extent possible, any and all
liability whatsoever for any loss howsoever arising from, or in reliance upon,
the whole or any part of the contents of this announcement, whether in tort,
contract or otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection therewith,
provided that nothing shall act to limit the liability of any person for their
own fraud.

For the avoidance of doubt, the contents of the Company's website are not
incorporated by reference into, and do not form part of, this announcement.

 1  (#_ftnref1) 'Global Automotive Circuit Tester Market', Verified Market
Research, 2025

 2  (#_ftnref2) Verified Market Research (for year 2025-e)

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