PipeHawk Plc Acquisition of Thomson Engineering

 
TIDMPIP 
 
29 November 2017 
 
                                 PipeHawk plc 
 
                         ("PipeHawk" or the "Company") 
 
               Acquisition of Thomson Engineering Design Limited 
 
PipeHawk is pleased to announce that it has agreed to acquire the entire issued 
share capital of Thomson Engineering Design Limited ("Thomson") for a 
consideration of GBP1 (the "Acquisition"). Thomson provide solutions for product 
design and development issues as well as productions for the construction, rail 
and road haulage industries. The Company's subsidiary QM Systems has a number 
of rail industry clients and the board believes that the Acquisition will help 
provide even greater access to the rail industry, an exciting area of potential 
expansion for QM Systems; whilst QM Systems' innovative design and 
manufacturing expertise will enhance Thomson's marketing offering and 
subsequent delivery. 
 
In its most recent financial year to 30 April 2017, Thomson recorded unaudited 
revenues of approximately GBP800,000 and an unaudited loss before tax of 
approximately GBP180,000. In the six months to 31 October 2017, Thomson achieved 
an unaudited profit before tax of GBP22,000 on turnover of GBP393,000. 
 
As at 30 April 2017, Thomson had net liabilities of approximately GBP10,000. The 
vendors of Thomson have warranted that net assets at completion of the 
Acquisition will be in excess of GBP1. 
 
Thomson has unsecured, interest free, short term loans due to the vendors of 
the business amounting to GBP269,000, of which GBP19,000 will not be payable before 
14 July 2022, and the balance of GBP250,000 represents unsecured loan notes 
("Thomson Loan Notes"). 
 
At completion, PipeHawk accepted the transfer of the liability for GBP50,000 of 
the Thomson Loan Notes ("PipeHawk Loan Notes"). Conditional upon the approval 
of resolutions numbered 4 and 5 contained in the Notice of Annual General 
Meeting to be held on 14 December 2017, the holders of the PipeHawk Loan Notes 
have agreed to subscribe for 1,000,000 ordinary shares of 1p each in the 
Company ("Ordinary Shares") at a price of 5p per Ordinary Share (the 
"Subscription Shares") and the Company will use the proceeds to repay the 
PipeHawk Loan Notes. The holders have agreed not to dispose of the Subscription 
Shares for a period of two years from issue. The remaining GBP200,000 of Thomson 
Loan Notes will continue to be interest free and Thomson will commence 
repayment on 14 July 2018 at a rate of GBP12,500 per quarter, for a period of 
four years. 
 
If the resolutions are not passed at the AGM, the Subscription Shares will not 
be issued, and the repayment of the PipeHawk Loan Notes will be funded by 
PipeHawk's existing cash reserves. 
 
Admission and Total Voting Rights 
 
Application will be made for the Subscription Shares to be admitted to trading, 
which is expected to occur on or around 18 December 2017. 
 
Following the issue of the Subscription Shares, the Company will have 
34,020,515 Ordinary Shares in issue, with one voting right per share. The 
Company does not hold any shares in treasury. The total number of Ordinary 
Shares and voting rights in the Company is therefore 34,020,515. 
 
The above figure may be used by shareholders as the denominator for the 
calculations by which they will determine if they are required to notify their 
interest in, or a change to their interest in, the share capital of the Company 
under the FCA's Disclosure, Guidance and Transparency Rules. 
 
Enquiries: 
 
 
PipeHawk Plc                                          Tel. No. 01252 338 959 
Gordon Watt (Chairman) 
 
Allenby Capital Limited (Nomad and                    Tel. No. 020 3328 5656 
Broker) 
David Worlidge/James Thomas 
 
 
 
END 
 

(END) Dow Jones Newswires

November 29, 2017 10:00 ET (15:00 GMT)