The cash element of the consideration is funded from a new bank facility, details of which are set out further below.
VIC had net assets and gross assets as at 31 December 2013 of €17.89 million and €31.88 million respectively. A summary of the trading results for VIC as extracted, without material adjustment, from the VIC historical financial information is below:
31 December 2013
|Profit before tax||€5.42m|
Note: Full details of the acquisition are contained in the Class 1 Circular issued to shareholders on 6 May 2014, a copy of which can be found on both our IR website and lodged at the National Storage Mechanism ('NSM').
The Group had combined facilities within the UK of £23.30 million at 31 March 2014 and the business traded well within its facilities and covenants.
In May 2014, the Group agreed new additional banking facilities with HSBC, comprising:
- a term loan facility of up to €25.00 million ('Facility A') used to fund the acquisition of VIC; and
- a revolving, multi-currency credit facility (RCF) of up to £10.00 million ('Facility B'), replacing the existing £5.00 million RCF.
The obligations of Trifast under Facility A and Facility B (the 'Facilities') are guaranteed by the UK non-dormant subsidiaries of the Company.
Facility A is repayable in semi-annual instalments of €1.25 million on 31 October 2014, 30 April 2015, 31 October 2015, 30 April 2016 and 31 October 2016; then at the rate of €2.50 million payable on 30 April 2017, 31 October 2017, 30 April 2018 and 31 October 2018, with the final balance being payable on the date five years after the date of the facility.
Interest on the Facilities is charged at the aggregate rate of LIBOR/EURIBOR plus a margin (initially 2.40%), ratcheted from six months after drawdown in accordance with a formula incorporating the ratio of consolidated net debt of the Group against the consolidated EBITDA of the Group.
Return on capital employed
ROCE remains a key driver, therefore it is pleasing to report that this has increased to 16.3% (2013: 12.1%) reflecting the increase in operating profit and the Group's success in cash generation, giving the Group a net cash position at the period end.
Earnings per share
The adjusted diluted earnings per share ('EPS') which, in the Directors' opinion, best reflects the underlying performance of the Group rose by 25.8% to 5.95 pence (2013: 4.73p). Basic earnings per share increased by 38.5% to 6.08 pence (2013: 4.39p).
Subject to Shareholder approval at the Annual General Meeting which is to be held on 18 September 2014, the Directors are proposing a final dividend of 1.00 pence per share. This together with the interim dividend for 0.40 pence (paid on 18 April 2014) brings the total of the year to 1.40 pence an increase of 75% on prior year (2013: 0.80p).
The final dividend will be paid on 17 October 2014 to Shareholders on the Register at the close of business on 27 June 2014. The Ordinary shares will become ex-dividend on 25 June 2014.
I would personally like to acknowledge the finance teams around the business who support and add value to the TR business teams by delivering timely information and analytics which assist them to improve their overall understanding of their performance. I look forward to working with them all over the coming year.
Group Finance Director
16 June 2014