Superglass sold to Russian for £8.7m
Premium for shareholders on roofing tycoon’s successful bid for insulation maker
SUPERGLASS, the insulation maker employing 150 in Stirling, is to be sold to a Russian roofing magnate for 5.6p a share valuing the group at £8.7million.
The buyer is Sergey Kolesnikov, the sole shareholder of Cyprusregistered Inflection, and also president and managing partner of TechnoNICOL, a leading Russian roofing and insulation group.
Superglass is to sign an agreement with TechnoNICOL for distributing its construction products in the UK and Ireland.
Chairman Mark Cubitt says employees will be more secure with a “much larger multinational player in the building materials market”.
Shareholders are being offered a 114 per cent premium to Thursday’s valuation of 2.62p a share or less than £4m, nine years after the group was floated with a market value more than 30 times higher at £121m.
Superglass faced insolvency three years ago but was refinanced by Clydesdale Bank and its biggest shareholders W& R Barnett, a Belfast-based commodities and agricultural group, and Londonbased hedge fund Ennismore Fund Management.
Small investors were heavily diluted in the 2p a share placing which left original shareholders with barely seven per cent of the new capital.
But 17 months later in October 2014 Superglass had to be rescued again with an emergency £3m refinancing by Swedish activist and long-time Scottish investor Peter Gyllenhammar, who took a 38.3 per cent stake at 5p a share.
He had previously held 15 per cent of the company but reduced it to near zero, and is now offered a 12 per cent return on his stake.
Mr Gyllenhammar has committed his shares irrevocably to the offer as have three institutions holding a combined 24.9 per cent, giving Inflection a guaranteed 63 per cent of the shares already.
The Superglass directors, advised by brokers N+1 Singer and long-standing legal advisers Maclay Murray & Spens, say the offer is fair and reasonable, and have committed their 500,000 shares or 0.32 per cent of the capital. Inflection will need acceptances on behalf of at least 90 per cent of the shares to complete the deal.
Mr Kolesnikov said: “This transaction and the commercial partnership between Superglass and TechnoNICOL is a strategic opportunity for all parties, providing TechnoNICOL with a presence in the UK and Irish insulation markets. We are impressed with Superglass’s management team and look forward to working with them.”
Mr Cubitt said: “This offer is good for all stakeholders in Superglass. For shareholders, it represents an all cash premium of 114 per cent to the pre-deal announcement price and a meaningful premium to the 2014 placing price.
“For employees it offers the prospect of access to the opportunities, products, distribution channels and funding support of a much larger multinational player in the building materials market to build on the already significant progress made in the last year under the new management team.”
In March Superglass replaced chief executive Alex McLeod and said a turnround programme was on track, with the company on course to make a full-year trading profit after cutting first-half losses by about 75 per cent.
The firm said it expected to post a £500,000 loss before interest depreciation and amortisation (EBITDA) for the six months to February 29, compared with £1.9m in the previous year.
Superglass, founded in 1987 and floated just before the financial crash, sustained heavy losses through over-dependency on government-sponsored energy efficiency schemes such as Green Deal and Energy Company Obligation for which take-up rates proved to be very low.
New chief executive Ken Munro has refocused the business and in March Superglass said lower margin sales have been replaced by more profitable business offering greater growth opportunities.
The company cut its average production costs by nine per cent per tonne annually in the first half of the year, helped by cost-saving initiatives including the closing of one of its furnaces, a 22 per cent cut in distribution costs, and the benefits of “favourable energy pricing”.
Employee numbers have fallen to 150 from 200 six years ago and 170 in 2013.
The shares closed at 5.62p.