Leading UK Aerosol Filler and Liquid Packer
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ACQUISITION OPPORTUNITY | Project Jaguar (“the Company”) LEADING UK AEROSOL FILLER & LIQUID PACKER Duff & Phelps has been retained to seek a purchaser for the Company’s business and assets. All communications, enquiries and requests for information should be addressed to the following professionals: Matthew Peat – Director Tom Bond – Senior Associate [email protected] [email protected] + 44 (0) 16 1827 9163 + 44 (0) 16 1827 9166 To find out more about Duff & Phelps Ltd. and other businesses available for sale visit www.duffandphelps.com/uk-restructuring. Business Description / Opportunity Overview Historic Financial Performance • The principal activity of the Company is the contract filling of aerosols and liquid Profit & Loss Account FY18 12 Mnths to Sep-18 packing. £'000 • The Company was incorporated in 2002 and trades from its site in the north of England. Turnover 5,874 The site consists of three leasehold warehouses, which contain the Company’s Costs of sales (4,420) production lines, stock and back office function. The Company employs 24 members of Gross Profit 1,454 staff. 24.8% • The Company has three operational production lines, with a fourth currently being Overheads (1,434) installed. The new line is anticipated to be operational in April 2020 and will be the EBITDA 20 Company’s most efficient and fastest line, with the potential of providing significant cost Depreciation (41) savings. Amortisation (12) Interest (27) • Butane gas is the key raw material used in the production process of aerosol products. Profit / (Loss) before tax (60) The Company has the facilities to store up to 12 tonnes of gas onsite at any one time. Taxation 6 Profit / (Loss) after tax (54) Recent Trading Performance • The Company is still finalising the FY19 accounts, however they anticipate reporting a Balance Sheet FY18 Sep-18 turnover of c£5.8m, which is broadly in line with the level achieved in FY18. £'000 Strong Market Position and Reputation FIXED ASSETS 376 CURRENT ASSETS • The Company has developed a strong relationship with its customer base since Stock 1,703 commencing trade 17 years ago. The Company exports its products all over the world, Debtors 967 Cash at Bank and in Hand - including USA, Canada, Europe and West Africa. 2,670 • As a result of these relationships, certain customers provide free-issue material to the CREDITORS: < 1 yr 2,611 Company. NET CURRENT ASSETS / (LIABILITIES) 59 Experienced Value-Led Team TOTAL ASSETS LESS CURRENT LIABILITIES 435 CREDITORS: > 1 yr - • The Company benefits from an experienced senior leadership team with extensive Provisions for liabilities 188 industry experience. 247 CAPITAL AND RESERVES Assets Available for Sale Share Capital and share Premium 30 Profit and Loss Account and Reserves 217 • Plant and Machinery - The Company owns four aerosol filling production lines and a number of other pieces of equipment and tools. SHAREHOLDERS' FUNDS 247 • Stock - Current stock that is held on site consists of finished goods (filled aerosol cans), * Year ending 30 September 20XX empty cans and other raw materials (e.g. butane gas, chemicals, valves and caps), with further free issue material held separately. • Goodwill • Fixtures and Fittings • Computer Equipment CONFIDENTIAL Non-disclosure agreement (the “Agreement”) between Duff & Phelps Ltd. of The Shard, 32 London Bridge Street, London SE1 9SG (“Duff & Phelps”, “we”, “us”, and “our”) and ………………………… of ……………………………. (“you” and “your”) 9 March 2020 Dear Sirs NON-DISCLOSURE AGREEMENT RE: PROPOSED ACQUISTION OF PROJECT JAGUAR (the “Proposed Transaction”) 1 CONFIDENTIALITY 1.1 For the purposes of evaluating the Proposed Transaction, you have requested Confidential Information from us and the Company. In consideration of and as a condition to us or the Company (or any of our respective Representatives) providing you or any Relevant Person with such Confidential Information you agree and irrevocably undertake (for the benefit of us, the Company, and each of our Representatives) to (and shall procure that each Relevant Person irrevocably undertakes to): 1.1.1 keep the Confidential Information confidential and not disclose or permit it to be made available to any third party other than to a Relevant Person who is directly involved with you in relation to the Proposed Transaction and who (i) you have made aware of the confidential nature of the Confidential Information and (ii) is either subject to a general duty of confidentiality to you which extends to the Confidential Information or has executed a written undertaking to comply with the terms of this Agreement; 1.1.2 not copy or reproduce or make notes of extracts of any of the Confidential Information whether in writing, xerographically, photographically, magnetically, or video or film, optically or in any other manner whatsoever; 1.1.3 disclose and use the Confidential Information only for the Permitted Purpose; and 1.1.4 promptly upon our written request, return, destroy or delete (at our sole unfettered discretion) and not attempt to recover (in each case, to the extent practically possible): (i) all written Confidential Information; and (ii) all Confidential Information held in any form of information storage system and provide a letter confirming that you have not retained any Confidential Information and that you have destroyed all notes and records made by you and your Relevant Persons containing Confidential Information, except that you and your Relevant Persons shall be entitled to retain any Confidential Information to the extent required to comply with any applicable law, regulation, or mandatory legal process or procedure provided that in each case it is kept confidential in accordance with the terms of this Agreement. 1 1.2 Nothing in paragraphs 1.1.1 - 1.1.4 of this Agreement shall apply to any Confidential Information which: 1.2.1 is in or comes into the public domain for any reason except for your failure, or the failure of any of your Relevant Persons, to comply with the terms of this Agreement; 1.2.2 is already known to you at the date of disclosure to you (as evidenced by your written records), other than as a result of a breach of any confidentiality obligations by you or any Relevant Person; or 1.2.3 is disclosed to you by a third party without any obligations of confidentiality and where you are aware that the third party owes no obligations of confidentiality to us, the Company, or any of our Representatives in respect of that Confidential Information. 1.3 Notwithstanding the provisions of paragraphs 1.1.1 - 1.1.4, you may disclose Confidential Information to the extent that you or your Relevant Persons are required to so disclose by law or any regulatory or government authority (in which event you shall give us notice of such requirement as soon as is legally permissible and practicable, make such disclosure to the minimum extent legally permissible, and shall use all reasonable endeavors to maintain the confidentiality of any Confidential Information so disclosed). 2 NO COMMITMENT Nothing in this Agreement constitutes a commitment by us, the Company, or our Representatives or a commitment by you or your Relevant Persons to proceed with the Proposed Transaction and all discussions between us regarding the Proposed Transaction remain subject to a formal written agreement being entered into in relation to the Proposed Transaction. 3 NO REPRESENTATIONS OR RELIANCE 3.1 You acknowledge and agree that: 3.1.1 neither we, the Company, nor any of our respective Representatives, make any representation or warranty (whether express or implied) as to the quality, accuracy or completeness of the Confidential Information or otherwise; 3.1.2 neither we, the Company, nor any of our respective Representatives shall have any liability to you or your Relevant Persons resulting from the use of or reliance upon the Confidential Information or for any errors therein or omissions therefrom; and 3.1.3 neither we, the Company, nor any of our respective Representatives will be under any obligation to update or correct any inaccuracy or omission in the Confidential Information. 2 3.2 Nothing in paragraph 3.1 shall exclude liability for any remedy in respect of fraud, fraudulent misrepresentation, or any other liability that cannot be lawfully excluded. 3.3 You acknowledge and agree that: 3.3.1 you will rely absolutely on your own opinions and/or professional advice concerning the Confidential Information; and 3.3.2 that you have no remedy under this Agreement or any subsequent agreement against us, the Company, or any of our respective Representatives having been afforded every opportunity which might reasonably be expected to inspect the Confidential Information, to interview the management of the Company and to obtain such further information as you may require in order to satisfy yourself fully as to the completeness and accuracy of the Confidential Information. 4 NOTICE You shall give us notice as soon as practicable upon becoming aware that Confidential Information has been disclosed in breach of this Agreement. 5 LIABILITY You acknowledge and agree that you will be responsible for the full performance and fulfilment of the terms of this Agreement, and any breach of any terms of this Agreement, by any of your Relevant Persons as if you were the party that had breached them. 6 INDEMNITY You acknowledge and agree to indemnify and hold harmless to the fullest extent permitted by law, us, the Company, and our respective Representatives for any breach by you or your Relevant