Eddie Stobart, a leading supply chain and logistics organisation, today announces its intention to seek admission of its entire issued and to be issued share capital to trading on AIM (“Admission”) and to conduct a placing of new and existing Ordinary Shares with institutional investors (the “Placing” and together with Admission, the “IPO”). Dealings in the Company’s Ordinary Shares on AIM are expected to commence in April 2017.
23 March 2017
Stobart Group Limited
(“Stobart” or the “Group”)
Eddie Stobart Logistics – Intention to Float on AIM
The Group realised 51% of its investment in Eddie Stobart in March 2014 in order to give the business the opportunity to move to the next phase of its development with a new management team and investor base while the Group focussed its resources towards delivering on the potential of its Energy, Aviation, Rail and Infrastructure Divisions.
The Board is pleased that this strategy is bearing fruit across the Group, that Eddie Stobart has performed strongly since the Group’s partial realisation and that the Group’s interest in Eddie Stobart continues to create considerable value for the Group’s shareholders. The Board has indicated its preference to retain a meaningful stake in the Company following its IPO, reflecting the two groups’ on-going shared interests and the Company’s prospects.
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This announcement is an advertisement and not an admission document or a prospectus. It does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the admission document (the “Admission Document”) to be published by Greenwhitestar UK plc (to be renamed Eddie Stobart Logistics plc), (the “Company” and together with its subsidiaries “Eddie Stobart”) in due course in connection with the proposed admission of the ordinary shares in the capital of the Company (the “Ordinary Shares”) to trading on AIM, a market operated by London Stock Exchange plc (“AIM”). Copies of the Admission Document will, following publication, be available during normal business hours on any day (except Saturdays, Sundays and public holidays) from the registered office of the Company and on the Company’s website at www.eddiestobart.com.
Eddie Stobart announces intention to float on AIM
- Established in 1970 and operating an extensive UK and European network, Eddie Stobart is a leading supply chain and logistics organisation. Eddie Stobart is recognised for its high levels of service and benefits from a large and growing base of blue chip customers, the majority of which Eddie Stobart has worked with for more than a decade.
- Eddie Stobart has a strong track record of growth, with robust margins and good cash generation. Eddie Stobart increased revenue from continuing operations and Adjusted EBIT at a compound annual growth rate (“CAGR”) of 7.7% and 16.5%, respectively, from the year to February 2013 (“FY13”) to FY16. In the year ended 30 November 2016, Eddie Stobart generated revenue of £549 million and Adjusted EBIT of £41 million.
- Since control of the business passed to the current shareholders in 2014, and more recently under the leadership of Alex Laffey as Chief Executive Officer, Eddie Stobart has gone through a transformational period.
- Significant investment has been made in its customised technology and systems alongside the development of its management and workforce to support growth in new business sectors. Non-core operations have been disposed of and Eddie Stobart has enhanced its resilience by refocusing its strategy towards growing a balanced portfolio across the following core sectors: E-Commerce, Manufacturing, Industrial & Bulk (“MIB”), Retail and Consumer.
- The demands of these sectors are highly complementary, peaking at different times of both the day and year. This allows Eddie Stobart, through its network approach and supported by its customised technology, to maximise the utilisation of its infrastructure, including warehousing and transport fleet. Eddie Stobart is well positioned to provide flexibility to customers and respond to their requirements at short notice.
- Eddie Stobart has a long-established customer base within the Retail and Consumer sectors and with recent customer wins in E-Commerce and MIB, the Proposed Directors believe this will offer significant growth opportunities going forward, as well as further balance Eddie Stobart’s customer portfolio.
- Employees have been integral to the transformation of Eddie Stobart and they remain a key driver of success for the future. Consequently, the Proposed Directors intend to put in place an employee share scheme to allow staff to participate in its growth following Admission.
- The UK and European logistics market is highly fragmented and offers Eddie Stobart strong opportunities for growth both organically and through bolt-on acquisitions.
- The Company intends to implement a progressive dividend policy following Admission and to pay a dividend for the 2017 financial year.
- Philip Swatman has agreed to join the Company and to act as independent Chairman of the Board.
Cenkos Securities plc is acting as Nomad and Broker to the Company on its Admission to AIM.
Alex Laffey, Chief Executive Officer, commented:
“Eddie Stobart is widely recognised as a leading supply chain solutions provider and an IPO is an exciting next step for the business that will give us a strong platform for further growth.
We have transformed the business over the last three years and made significant investment in our customised technology and systems alongside developing our management and workforce to support growth in new business sectors. Our cost-effective solutions and best-in-class service enable our customers to focus on their core activities.
We look forward with confidence to creating value for our customers and our shareholders in the years to come.”
Eddie Stobart via FTI Consulting
Alex Laffey, CEO
Cenkos Securities plc 020 7397 8900
Elizabeth Bowman, Jeremy Osler, Harry Hargreaves (NOMAD)
FTI Consulting 020 3727 1340
Nick Hasell, Alex Le May
The Proposed Directors believe that Eddie Stobart is particularly well positioned to provide value-added supply chain solutions to its customer base in the UK and Europe.
What differentiates Eddie Stobart is:
- Differentiated, scale enabled, network approach – Eddie Stobart operates a network across the UK and Europe, offering customers a shared-user model which maximises fleet and warehouse utilisation, allowing Eddie Stobart to provide customers with competitive pricing.
- Innovation – Technology and software developments have been a key focus within the business in recent years to further improve customer solutions, drive operational efficiencies and reduce costs.
- Investment in people – Eddie Stobart’s in-house training academy supports the continuous development of its management and workforce. The Proposed Directors believe this attracts talent and makes Eddie Stobart an employer of choice in its industry.
These investments in people, the network, and technology, combined with Eddie Stobart’s focus on complementary industry sectors, has led to strong growth in underlying profits since the change of ownership in 2014.
Market opportunity and business model
The UK and European logistics market is highly fragmented and offers Eddie Stobart a wide variety of opportunities for growth.
Eddie Stobart has positioned itself across the four industry sectors highlighted above to balance its operating portfolio, improve efficiency and maximise utilisation of its asset base.
Key areas of its business model are set out below:
- Shared-user network – The vast majority of Eddie Stobart’s assets service multiple customers, achieving greater utilisation and consequently reducing operating costs. This enables Eddie Stobart to offer pay-as-you-go pricing at competitive rates which the Proposed Directors believe provides a competitive advantage when tendering for new business.
- Scale operator – Eddie Stobart operates c2,200 vehicles and c3,800 trailers along with its 24 distribution centres. It also operates daily rail services from UK ports and its rail connected logistics sites. It employs over 5,500 members of staff, including c3,800 drivers.
- Tech-enabled solutions – Eddie Stobart has invested significantly in customised technology to improve efficiency with market-leading systems which use ‘big data’ to continually re-optimise its network.
- Broad spread of blue chip customers – Eddie Stobart benefits from a long-standing customer base with the majority of the customers having been with Eddie Stobart for more than 10 years.
- Opportunity for consolidation – The Proposed Directors believe that the UK and European logistics market provides opportunity for consolidation and the IPO will allow Eddie Stobart to execute acquisitions that will add to its service offering.
Management team with a proven track record and execution capabilities
Eddie Stobart has a highly-regarded management team led by Alex Laffey with an average of more than 20 years’ industry experience. The management team has a proven track record of delivering successful operational solutions and services.
The current management team has driven the recent organic growth and overseen significant new customer wins as well as changing the strategic focus to target complementary industry sectors and position Eddie Stobart for future growth.
In the year ended 30 November 2016, Eddie Stobart generated revenue from continuing operations of £549 million and Adjusted EBIT of £41 million, compared to £468 million and £36 million, respectively, in the year ended 30 November 2015. Eddie Stobart has achieved significant growth, increasing revenue from continuing operations and Adjusted EBIT at a CAGR of 7.7% and 16.5%, respectively, from FY13 to FY16.
In the first quarter of Eddie Stobart’s 2017 financial year the business has continued to grow with revenues from continuing operations increasing to £142 million and Adjusted EBIT to £6 million, an increase of 18% and 20% respectively compared with the same period in the prior year.
The Company intends to implement a progressive dividend policy following Admission and to pay a dividend for the 2017 financial year.
Reasons for the IPO and use of proceeds
The Company is targeting a market capitalisation on Admission in excess of £550 million with approximately £130 million of proceeds to be raised for the Company.
The Proposed Directors believe that the IPO will provide Eddie Stobart with the capital to fund its expected growth and will provide valuable access to a wide institutional investor base. Admission to AIM will also provide Eddie Stobart with flexibility to undertake selected acquisitions.
The leverage post-Admission is anticipated to be approximately two times last twelve months unaudited Adjusted EBITDA. The Company has agreed a new term loan (committed subject to documentation) with a syndicate of banks and will continue to operate an invoice discounting facility for working capital purposes.
It is expected that a proportion of the net proceeds of the Placing, in conjunction with the new term loan, will be used to repay all outstanding amounts under the Company’s existing term loan and Eurobond.
The Company intends to use a proportion of the net proceeds of the Placing to complete a bolt-on acquisition to complement its activities in the E-Commerce sector.
The IPO will also allow for a significant sell down of shares held by Greenwhitestar Holding Company 2 Ltd (“GHC”), the Company’s immediate parent company which is beneficially owned by funds advised by DBAY Advisors Ltd and its co-investors (51%) and by Stobart Group Limited (49%). Following Admission, GHC is expected to hold no more than 30% of the Company.
Certain members of the management team intend to invest at the time of IPO and also intend to fund an employee share scheme to facilitate ownership in the Company across the employee base.
It is intended that on Admission, the Board will compromise of:
- Independent Non-Executive Chairman
- Two Executive Directors
- Two Independent Non-Executive Directors
Details of the Proposed Directors are set out below with the two Independent Non-Executive Directors still to be confirmed in advance of Admission. The Company is in advanced discussions with a number of candidates for these positions.
Philip Swatman, Non-Executive Chairman
Philip has extensive financial experience, having served as a Managing Director and subsequently Co-Head of Investment Banking of NM Rothschild between 1998 and 2001, thereafter serving as Vice-Chairman of Investment Banking until 2008.
Philip was involved in a significant number of high profile transactions including the IPO of Vodafone, the sale of BPB plc to Saint Gobain, the successful defence of Racal Electronics plc against Williams Holdings plc and Woolworths against Dixons.
Philip has served as a Non-Executive Director at nine companies, including his present roles as a member of the Council of Lloyd’s, Chairman of Wyvern Partners LLP and Non-Executive Chairman of Cambria Automobiles plc since 2012.
Alex Laffey, Chief Executive Officer
Alex is an international logistics expert with over 25 years’ experience in supply chain distribution at a senior level. He has operated in a number of markets across Europe and Asia for both grocery supply chains and general merchandise, in-store and online operations.
He headed international distribution for Tesco and led a review of the global company’s logistics blueprint to realise synergies across all of its markets. This programme delivered significant cost savings and service improvements. In addition, Alex also managed Tesco’s UK logistics, with over 50,000 store deliveries per week and a £1.6 billion cost base.
Alex was appointed Chief Executive Officer of Eddie Stobart in May 2015.
Damien Harte, Chief Financial Officer
Damien has over 30 years’ financial leadership of large organisations across a range of sectors in the UK and internationally, including logistics and distribution, manufacturing, renewable energy, media and leisure.
Most recently he was Global Chief Financial Officer of LM Windpower, a leading player in the global renewable energy market and the world’s largest independent manufacturer of wind turbine blades.
Damien is a qualified accountant and holds an MBA from the University of Chicago. He has been integrally involved with the IPO and the development of the Company’s post-Admission growth plans.
Adjusted EBIT: non-IFRS measure, defined by Eddie Stobart as profit/loss for the period before interest, tax and adjustments including discontinued operations, restructuring related charges, acquisition and integration costs and amortisation, investor management fees, share based payments.
Adjusted EBITDA: non-IFRS measure, defined by Eddie Stobart as profit/loss for the period before interest, tax, depreciation and amortisation and adjustments including discounted operations, restructuring related charges, acquisition and integration costs, goodwill impairment, investor management fees, share based payments.
Proposed Directors: Alex Laffey, Damien Harte and Philip Swatman.
This is a financial promotion and is not intended to be investment advice.
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Cenkos Securities plc (“Cenkos”) solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (“FSMA”).
This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area, qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive (“Qualified Investors”); or (ii) if in the United Kingdom, Qualified Investors and fall within: (a) article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (b) article 49(2) (high net worth companies, unincorporated associations, etc.) of the Order; (c) article 48(2) (certified high net worth individuals) of the Order; (d) article 50(1) (sophisticated investors) of the Order; or article 50A(1) (self-certified sophisticated investors) of the Order (all such persons together being referred to as “Relevant Persons”). The term “Prospectus Directive” means Directive 2003/71/EC as amended and includes any relevant implementing measures in each member state of the European Economic Area.
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.
Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in, into or from the United States of America (including its territories and possessions, any state of the United States of America (the “United States” or the “US”)), Australia, Canada, Japan or the Republic of South Africa or transmitted, distributed to, or sent by, any national or resident or citizen of any such countries or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each a “Restricted Jurisdiction”). Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws.
This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in any Restricted Jurisdiction. The Placing and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
The Ordinary Shares referred to in this Announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Ordinary Shares have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. Any subscription for or purchase of Ordinary Shares in the proposed Placing should be made solely on the basis of the information contained in the final Admission Document to be published by the Company in connection with the Placing and Admission. No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Placing or any transaction or arrangement referred to in this announcement. This announcement has not been approved by any competent regulatory authority.
In connection with the Placing, Cenkos, acting as an investor for its own account, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its own account in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in the Admission Document, once published, to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by Cenkos acting as an investor for its own account. In addition, Cenkos may enter into financing arrangements and swaps in connection with which Cenkos may from time to time acquire, hold or dispose of Ordinary Shares. Cenkos has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Cenkos, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing, Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed on Cenkos by FSMA or the regulatory regime established thereunder, neither Cenkos nor any of its respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, 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.
The timetable for Admission may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company’s intentions in relation to Admission at this stage. 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 the 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 a 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.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this announcement.
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”, ”anticipates”, ”expects”, ”intends”, ”plans”, ”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 Company’s or Eddie Stobart’s intentions, beliefs or current expectations concerning, among other things, its operating results, financial condition, prospects, growth, expansion plans, strategies, the industry in which Eddie Stobart operates and the general economic outlook.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and Eddie Stobart’s actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if Eddie Stobart’s operating results, financial condition and liquidity, and the development of the industry in which Eddie Stobart operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.
These forward-looking statements speak only as of the date of this announcement. The Company and Cenkos expressly disclaims 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.
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