Pressroom

Proposed sale of the Air Handling Division to France Air for EUR 222.7 million

7 October 2019  - SIG plc (“SIG”, the “Group” or the “Company”), a leading supplier of specialist building materials to trade customers across Europe, is pleased to announce that it has entered into an agreement for the sale of its Air Handling Division to France Air Management SA (“France Air” or the “Purchaser”) for an enterprise value of EUR 222.7m (£198.3m1) on a cash free, debt free basis (“the Disposal”). 

 

TRANSACTION HIGHLIGHTS 

  • Enterprise value of EUR 222.7m (£198.3m)1 represents an attractive valuation of approximately 10.2x2 underlying operating profit.

  • At least £130 million of the net cash proceeds will be used to reduce the Company’s financial indebtedness, in line with the Group’s previously stated priority to reduce leverage.

  • The majority of any residual net cash proceeds will be used to make a return to shareholders.  The Board will decide on the quantum, timing and method of the shareholder return following completion of the Disposal.
  • The Disposal is conditional upon approval by SIG shareholders and certain anti-trust approvals, as well as being dependent upon completion of French works council consultations and employee related information processes.
  • Completion is expected to occur in Q1 2020.

 

STRATEGIC HIGHLIGHTS 

  • The Disposal creates value for shareholders by enabling the Group to focus on its leading positions as:
    • (i)    a specialist distributor of insulation and interiors products which operates in seven countries across Europe; and
    • (ii)   a merchant of roofing and exteriors products in the UK and France.
  • The Disposal provides a strengthened balance sheet and the flexibility to pursue further value creating investment opportunities in support of medium-term growth as appropriate. 
  • Following the Disposal the Group intends to terminate its debt factoring arrangements and to target headline financial leverage pre-IFRS 16 of approximately 0.5x EBITDA (30 June 2019: 1.4x).
  • The Group continues to see benefits from transformational initiatives across its business and will continue to focus on its strategic levers of customer service, customer value and operational efficiency.
  • SIG intends to hold a capital markets presentation in due course at which it will set out its strategy for future growth in its core distribution and merchanting businesses.

Commenting on the Disposal, Meinie Oldersma, Chief Executive Officer of SIG, said: 

"We believe that the proposed sale of our Air Handling Division represents an attractive value for SIG's shareholders. The Disposal is a result of continuing management actions in line with stated priorities to reduce financial leverage, to simplify the Group’s operations by exiting from non-core businesses and to deliver significantly improved operational and financial performance. The Disposal enables SIG to become a more focused business, with leading positions and attractive medium-term growth prospects in its core markets, a strengthened balance sheet and the flexibility to pursue further value creating investment opportunities."

The Disposal constitutes a Class 1 transaction for the purpose of the Listing Rules.  A circular and notice of general meeting will be posted to shareholders in due course following completion of the French works council consultations and employee related information processes, and will be available for inspection at www.sigplc.com.  A further announcement will be made on posting.  

PRESS RELEASE

SIG plc Proposed sale of the Air Handling Division to France Air

CONTACT

Contacts SIG plc 

  +44 (0) 114 285 6300 

Meinie Oldersma 

  Chief Executive Officer 

Nick Maddock 

  Chief Financial Officer 

Katharine Baxter 

  Group Communications 

 

FTI Consulting 

 

  +44 (0) 20 3727 1340 

Richard Mountain 

 

Lazard & Co. Ltd – Financial adviser to SIG 

 

  +44 (0) 20 7187 2000 

Cyrus Kapadia / Vasco Litchfield / Jonathan Pallett 

 

Peel Hunt LLP – Sponsor and joint broker to SIG 

 

  +44 (0) 20 7418 8900 

Charles Batten / Nicholas How / Sam Cann 

 

Jefferies International Limited – Joint broker to SIG 

 

  +44 (0) 20 7029 8000 

Ed Matthews / Will Soutar