Halfords Group PLC (HFD)
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
For immediate release
1 December 2021
Halfords Group PLC
("Halfords" or the "Company" and together with its subsidiaries, the "Group")
Acquisition of National
Halfords secures position as the UK's largest vehicle service, maintenance and repair business
Halfords, the UK's largest provider of Motoring and Cycling products and services, today announces that it has signed a sale and purchase agreement (the "SPA") to purchase the entire issued share capital of Axle Group Holdings Ltd ("National") (the "Acquisition") on a cash free, debt free basis, for total consideration of £62 million (the "Consideration"), subject to adjustment for normalised working capital. The Consideration will be paid in cash on the date of completion, which is expected to be 9 December 2021. A further investment of c.£17 million will be made post acquisition on associated capital expenditure and c.£2 million on integration costs.
National is a well-established business in the tyre and automotive servicing, maintenance and repair ("SMR") market, operating under the following brands: National Tyres and Autocare ("NTA"), Viking Wholesale Tyres ("Viking") and Tyre Shopper. On completion of the Acquisition, National will be integrated into Halfords' Autocentres business.
The directors of the Company (the "Directors") believe that the Acquisition is both strategically and financially compelling, delivering on Halfords' objective of evolving into a business more heavily weighted towards Motoring Services.
Highlights of the Acquisition include:
The Company intends to part-fund the Acquisition and maintain balance sheet flexibility for future opportunities by undertaking a non-pre-emptive placing, together with a management subscription and retail offer, to raise up to c.£64 million, that will be the subject of separate announcements today.
Graham Stapleton, Chief Executive Officer of Halfords, commented:
"This acquisition helps cement our position as the UK's largest vehicle service, maintenance and repair business. It will also see us deliver on our established strategy of evolving Halfords to become a Motoring Services focused business, with Motoring revenue set to represent more than 70% of our pro-forma revenue following the acquisition.
National has a high quality, UK-wide network of garages and mobile tyre fitting vans, and 1,400 highly skilled colleagues, providing a complementary fit with Halfords' existing operations. Post-acquisition, Halfords will have over 1,400 fixed or mobile Motoring Services locations, servicing a broad range of vehicles and delivering 7.5 million motoring jobs a year. This increased scale will bring the majority of UK-mainland motorists within a 20-minute drive of a Halfords garage, with even more vans available to provide mobile services at their home or work.
Given our recent track record of successfully acquiring and integrating businesses, and the potential we see to further grow our Motoring Services business in other areas of the country, I am very excited about our future growth prospects, and I look forward to welcoming the new teams to the business."
National is a well-established business in the tyre and automotive SMR market. It employs c.1,400 people and operates under three brands:
National's garage network is structurally similar to Halfords' Autocentres business and adds further complementary capabilities in the tyre market with Viking and Tyre Shopper. National's CEO, Tony Neill will also join the Group post-Acquisition.
In the COVID-19 impacted year to 31 December 2020, National generated £157.7 million revenue and delivered £3.0 million EBITDA2. The Company estimates that National's base case year 1 EBITDA2, assuming the tyre market returns to normal but margin headwinds and cost inflation are sustained, is c.£5.9 million pre-synergies.
The Directors believe that the Acquisition will expedite Halfords' strategic growth plans in Motoring Services:
Post-completion, Halfords will have approximately 604 garages, 234 consumer vans, 190 commercial van and 8 warehouses.
The Directors believe the Acquisition is financially compelling based on the synergies the Company expects to deliver. Targeted synergy benefits are expected to deliver incremental EBITDA2 of c.£18 million per annum by year 5, with a third of that expected to be achieved in year 1. In order to achieve these benefits, the Company expects to invest c.£17 million capex and £2m operating expenses spread across years 1 and 2. The Company expects that the Acquisition will deliver2,3: a ROI greater than the Company's WACC in the first full financial year (FY23); single digit EPS accretion in the first full financial year (FY23) and double digit EPS accretion in FY24; a ROI at maturity4 that is expected to be greater than 20% and an expected project internal rate of return ("IRR") greater than 30%.
As at 31 December 2020, National had gross assets2 of £74.1 million and in the year to 31 December 2020 delivered reported profit before tax2 of £0.04 million.
The selling shareholders are Alan Revie, Joan Revie, John Taylor, Julie Taylor and John Caldwell.
The Acquisition constitutes a Class 2 transaction for the purposes of the FCA's Listing Rules.
1 Motoring and Services Revenues are not mutually exclusive. The majority of Services revenues relate to Motoring, whilst less than half of Motoring revenue is from Services. Enlarged group based on Halfords H1 FY22 revenue split and National pro forma revenue.
2 On an IAS 17 basis
3 These metrics and return targets are targets only and not profit forecasts. There can be no assurance that these targets will be met. Accordingly, potential investors should not place any reliance on these targets in deciding whether or not to invest in the Company.
4 Maturity defined as Year 5 following the Acquisition.
5 Comprised of 7 warehouses in the Viking business and 1 warehouse from the Tyre Shopper business.
The person responsible for releasing this announcement is Loraine Woodhouse, Chief Financial Officer.
This announcement does not constitute, and should not be construed as, an offer to purchase or sell or issue securities or otherwise constitute an inducement, invitation, commitment, solicitation or recommendation to any person to purchase, subscribe for, or otherwise acquire securities in the Company. Nothing contained in this announcement is intended to, nor shall it, form the basis of, or be relied on in connection with, any contract or commitment whatsoever and, in particular, must not be used in making any investment decision. Any indication in this announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Any securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or any other jurisdiction of the United States. No public offering of any securities referred to herein will be made in the United States.
Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements.
No statement in this announcement is intended to be a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company, its directors, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the FCA or the London Stock Exchange.
This announcement has been issued by and is the sole responsibility of the Company.
Certain data in this announcement, including financial information, has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.
This announcement has not been approved by the FCA or the London Stock Exchange.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
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