TIDMJDG
RNS Number : 3145L
Judges Scientific PLC
18 July 2017
Press Release 18 July 2017
Judges Scientific plc
("Judges Scientific", "Judges", the "Company" or the
"Group")
Acquisition of Oxford Cryosystems Limited and Crystallon
Limited
Increase in shareholding in Bordeaux Acquisition Limited
Judges Scientific, a group involved in the buy and build of
scientific instrument businesses, announces that its majority owned
subsidiary Bordeaux Acquisition Limited ("Bordeaux") has today
acquired 100% of the issued share capital of Crystallon Ltd
("Crystallon" or the "Acquisition"), the holding company of Oxford
Cryosystems Limited ("Oxford Cryosystems"). Oxford Cryosystems is
based in Long Hanborough, Oxfordshire and manufactures cryogenic
cooling systems used for X-Ray crystallography and other
applications. The Board expects the Acquisition by Bordeaux to be
immediately earnings enhancing for the Group.
The purchase price of Crystallon amounted to GBP4.495 million in
cash. An additional payment will be made to reflect any excess cash
and working capital over and above the ongoing requirements of the
business and the Board expects such payment to be covered by the
cash inherited at the completion date. In addition, an earn-out
will be payable if Crystallon's adjusted EBITA in the financial
year ending 30 November 2017 exceeds GBP0.899 million; the amount
payable will be five times such excess, capped at GBP1.576
million.
Information on Crystallon and Oxford Cryosystems
Crystallon is the holding company of Oxford Cryosystems. Oxford
Cryosystems specialises in the design and manufacture of devices
used to freeze single crystals or powders to very low temperatures,
similar to the boiling temperature of liquid Nitrogen or lower.
This enables the user to accurately observe the molecular structure
of materials. X-Ray crystallography is the technique which led to
the discovery of the double helix structure of DNA. The business'
proprietary software is an essential component of Oxford
Cryosystems' offering.
In a new application of its technology, Oxford Cryosystems has
recently supplied some of its low temperature coolers to the
MeerKAT project in South Africa, which is the pre-cursor to the
much larger Square Kilometre Array ("SKA"), a multinational
initiative, headquartered in the U.K., to build a giant radio
telescope over several continents with the aim of producing an
unprecedented vision of the early stages of the Universe. The
participation in MeerKAT is not a guarantee of future SKA
activity.
Oxford Cryosystems' products are sold to original equipment
manufacturers ("OEMs") for integration into X-Ray Diffraction
systems or directly (or through agents) to users in university
research laboratories.
Oxford Cryosystems was established in 1985 by Prof Michael
Glazer and John Cosier; it was acquired by Ferraris Group Plc in
2000 and sold in 2010 to a management buy-out team led by Richard
Glazer and Dr. Alex Renshaw. Richard will remain as Managing
Director and Alex will continue to work on a substantial part time
basis as the Technical Director with a focus on the business'
software.
Financial information on Crystallon
Crystallon's consolidated accounts for the financial year to 30
November 2016 show revenues of GBP4.75 million and pre-tax profits
of GBP1.39 million. Net tangible assets amounted to GBP1.4 million,
including cash of GBP0.87 million.
Crystallon's consolidated revenues and operating profits for the
year ended 30 November 2016, adjusted to eliminate non-recurring
items and to reflect Oxford Cryosystems' on-going cost base within
Judges, would have totalled respectively GBP4.3 million and GBP0.90
million.
Financing of the Acquisition
The Acquisition was financed by Bordeaux via a new GBP4.5
million five-year term loan granted by Lloyds Bank Corporate
Markets and guaranteed by Judges, with associated transaction costs
being funded from Bordeaux's cash resources.
Increased shareholding in Bordeaux
Background
In March 2011, Judges formed Bordeaux as a vehicle to execute
the acquisition of Deben UK Limited ("Deben"). On incorporation
Bordeaux was owned by Judges (51%) and by the vendors of Deben,
Gary and Tracey Edwards (49%). In February 2012 Bordeaux acquired
KE Developments Limited ("KED"), which was absorbed into Deben. At
the end of 2016 Bordeaux had repaid substantially all debt relating
to the acquisitions of Deben and KED and had the ability and the
appetite to acquire Oxford Cryosystems, which operates in a
connected field. Deben's product range includes stages to heat and
cool samples for their observation in X-Ray CT scanners.
Gary Edwards, the Managing Director of Deben, will act as
Chairman of Oxford Cryosystems and the Group believes his strong
and inventive engineering background will be a positive influence
on Oxford Cryosystems' future.
Increase in shareholding
Simultaneously with the Acquisition Judges has purchased the
24.5% shareholding held by Tracey Edwards in Bordeaux for a cash
consideration of GBP1.15 million and also her 24.5% share in the
shareholders' loan to Bordeaux for its nominal amount of GBP0.19
million (the "Share Purchase"). As a result, Judges now owns 75.5%
of the shares in, and shareholders loans to, Bordeaux. The Share
Purchase was financed out of Judges' cash balances. The Board
expects the Share Purchase to be immediately earnings
enhancing.
The Board believes that Oxford Cryosystems is a solid and
profitable company, servicing its small and highly specialised
global niche with top quality products and software, and that both
the Acquisition and the Share Purchase will impact earnings
positively from completion.
Alex Hambro, Chairman of Judges, said:
"Oxford Cryosystems is an excellent company supplying first
class products to a highly specialised global niche market. This
cash generative and earnings enhancing acquisition is entirely
consistent with the Judges model. We are delighted to welcome
Richard, Alex and their colleagues to Judges' team."
For further information please contact:
Judges Scientific
David Cicurel, CEO Tel: +44 (0)
Brad Ormsby, Group FD 203 829 6970
Shore Capital (Nominated
Adviser & Broker)
Stephane Auton Tel: +44 (0) 20 7408
Edward Mansfield 4090
Media enquiries:
Abchurch (Financial Public
Relations)
Julian Bosdet / Alejandra Tel: +44 (0) 20 7398
Campuzano 7741
www.abchurch-group.com
Notes to editors:
Judges Scientific plc (AIM: JDG), is a group involved in the buy
and build of scientific instrument businesses. The Group currently
consists of 16 businesses acquired since it was re-admitted to AIM
in 2005. The acquired companies are primarily UK-based with
products sold worldwide to a diverse range of markets including
higher education institutions, the scientific communities,
manufacturers and regulatory authorities. The UK is a recognised
centre of excellence for scientific instruments. The Group
companies have been awarded five Queen's Awards for innovation and
export.
Judges Scientific maintains a policy of selectively acquiring
businesses that generate sustainable profits and cash. Shareholder
returns are created through the repayment of debt, organic growth
and dividends.
The Group's companies predominantly operate in niche end
markets, with long term growth fundamentals and resilient
margins.
For further information, please visit www.judges.uk.com
This information is provided by RNS
The company news service from the London Stock Exchange
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