This page provides Regulatory news filings submitted by issuers listed on the BSX. Please note the BSX is not responsible for the content, accuracy or completeness of announcements filed by issuers and disclaims all liability for any loss arising from reliance on information contained within issuer announcements.

Hamilton, Bermuda:  9^th,March 2022 – In a filing with the Bermuda Stock Exchange (“BSX”), The 600 Group Plc (the “Group” or the "Company”), Announced the Proposed disposal of the Machine Tool Solutions Division and Notice of General Meeting. The full filing stated:

 

 

The 600 Group PLC

(the “Group” or the “Company”)

 

Proposed disposal of the Machine Tool Solutions Division

 

and

 

Notice of General Meeting

 

The 600 Group PLC (AIM: SIXH), the diversified industrial engineering company, today announces that it and certain other Group companies have entered into a conditional sale and purchase agreement with Timesavers Acquisition, LLC (the “Buyer”) relating to the disposal of the entire issued share capital of each of 600 UK Limited, Colchester GmbH, 600 Machinery Australia Pty Ltd and Clausing Industrial, Inc, which together comprise the Group’s Machine Tool Solutions Division (the “Disposal”).

 

Highlights:

 

·         Total cash consideration of US$21 million payable on completion

 

·         The Disposal will complete the shift of the Group’s strategy towards its growing industrial laser systems          business

 

·         The net proceeds of the Disposal will provide the Group with the resources with which to pay down its           existing debts and provide significant additional resources with which to invest in organic and inorganic          growth strategies focused on industrial laser systems

 

 

 

 

Paul Dupee, Chairman of The 600 Group, commented:

 

“The Group’s strategic focus on our industrial laser systems businesses has already successfully generated higher margins, large new customer wins and a record order book. The proposed disposal of our Machine Tool Solutions Division is the culmination of this strategy and will provide the Group with the funds to strengthen our balance sheet and further accelerate the growth of our laser division.

 

“Industrial lasers are deployed by the Group’s blue-chip customers across multiple industries and applications. The investment we have made to date in our two laser businesses – Control Micro Systems and TYKMA Electrox – puts the Group in a commanding position to offer higher-margin, customised products with the pricing power to withstand market pressures. We believe this is a highly attractive yet fragmented market and we will now be even better positioned to focus the Group’s efforts on capitalising on this opportunity.”  

 

The Disposal will result in a fundamental change in the business of the Company for the purposes of Rule 15 of the AIM Rules for Companies and completion of the Disposal is therefore conditional upon the approval of Shareholders. Shareholder approval for the Disposal will be sought at a general meeting of the Company to be held at the offices of Pinsent Masons LLP, 1 Park Row, Leeds, LS1 5AB on Thursday 24 March 2022 at 3.00 p.m.

 

A circular convening a General Meeting to consider and approve the Disposal is expected to be published and posted to shareholders shortly (the "Circular") along with a Notice of General Meeting (the “Notice”) and form of proxy. The Circular, Notice and form of proxy, when published, will be made available on the Group’s website (www.600group.com). 

 

 

 

Background to and reasons for the Disposal

 

On 15 November 2021, the Company announced that trading in the first six months of its current financial year saw a strong recovery from the COVID-19 pandemic with industrial activity now back above pre-Covid-19 pandemic levels and a record order book and enquiry pipeline. The Company announced that it had continued to see particularly strong demand in its Laser Division; with Control Micro Systems Inc, winning large new orders and TYKMA Inc. continuing to transition from commoditised products to a more custom machine focus.

 

The Board considers that the industrial laser system market is highly attractive and has for some time been transitioning the Group’s strategy towards this division. The Laser Division’s internal sales operation and distribution network now serves both TYKMA Electrox and CMS and further synergy benefits are being gained in cross fertilization of technology and product knowledge between the two businesses.

 

The Disposal, if approved by Shareholders and completed, will complete the Group’s shift towards its higher-margin industrial laser systems business, for which the Group continues to see particularly strong demand within a highly fragmented market, notwithstanding disruption and price increases in the supply chain. For the first half of the current financial year, the industrial laser systems division had revenues of $15.2 million (H1 FY21: $9.8 million) and operating profit of $1.8 million (H1 FY21: $0.2 million).

 

In the six months ended 30 September 2021, the assets of the Disposal, being the Group’s Machine Tool Solutions Division, generated unaudited revenues of $18.8 million (H1 FY21: $15.5 million), unaudited adjusted operating profit of $0.8m (H1 FY21: $0.7 million) and had net assets of $21.6 million, excluding allocation of head office and other unattributed liabilities. The Machine Tool Solutions Division had also been subject to disruption and price increases within its supply chain, which has been affecting the wider industry.

 

The Company continues to perform in line with the Board’s expectations with both the total order book and the Laser Division order book up over 70% year on year.

 

The net proceeds of the Disposal will provide the Company with the resources with which to pay down the Group’s existing debts and provide significant additional resources with which to invest in organic and inorganic growth strategies as an industrial laser system focused Group.

 

Principal terms of the Disposal

 

The Disposal will be effected by the sale to the Buyer of the entire issued share capital of each of 600 UK Limited, Colchester GmbH, 600 Machinery Australia Pty Ltd and Clausing Industrial Inc., for cash consideration payable on completion of US$21 million.

 

The Disposal is subject to fulfilment of conditions including, inter alia, the approval of the Shareholders at the General Meeting, the Buyer obtaining all of the requisite financing and consents in order to consummate the transaction and to operate the business, the issue of a customary representations and warranty insurance policy, there being no claims, proceedings, investigations or inquiries pending or threatened before any court or governmental body in connection with the Disposal and there being no material adverse effect on the financial condition, or results of operations of, the Target Companies or the ability of the Target Companies or any of the Sellers to perform their obligations or complete the Disposal.

 

Should any of the conditions to the Disposal sale and purchase agreement remain unsatisfied as at the long stop date of 8 April 2022, the Disposal may be terminated by either the Group or the Buyer.

 

The cash consideration is subject to adjustment (up or down) in respect of the actual working capital in the Disposal group at closing compared to the amount estimated in the sale and purchase agreement.

 

Recommendation

 

The Board considers the Disposal to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends that you vote in favour of the Resolution, as those Directors who hold Shares intend to do in respect of their own aggregate holdings of 24,292,535 Shares representing approximately 20.68 per cent. of the Shares in issue at the date of this document.

 

Capitalised terms used but not defined in this announcement have the same meaning as defined in the Circular.

 

Enquiries:

 

 

The 600 Group PLC Paul Dupee, Chairman	Tel: +1-407-818-1123
Instinctif Partners Tim McCall	Tel: 0207 457 2020
Cenkos Securities plc (Nominated Adviser and Broker) Ben Jeynes / Max Gould (Corporate Finance) Alex Pollen / Henry Nicol (Sales)	Tel: 020 7397 8900

 

 

 

 

 

 

 

 

 

 

 

 

About The 600 Group PLC

The 600 Group PLC is a distributor, designer and manufacturer of industrial products with three principle areas of activities:

Industrial Laser Systems

Industrial laser systems cover laser marking and processing including cutting, drilling, ablation and a host of other niche applications in the marking and micro machining sectors. They require no consumables and can operate on a continuous high speed basis and can be integrated into customers' production lines. The businesses have their own technology and proprietary software. Customer applications are diverse and range from aerospace to medical and pharmaceuticals. The requirement for increased product and component traceability is one of the market drivers.

 

Machine Tools

The business has a strong reputation in the market for metal turning machines. Products range from small conventional machines for education markets, CNC workshop machines and CNC production machines. Selected outsourcing partners support the manufacturing of these machines and they are marketed through the Group's wholly owned international sales organisation and a global distribution network.

Precision Engineered Components

Machine spares are distributed to customers globally to help maintain the installed base of group machines which number in excess of 100,000. Additionally, work holding products are sold via specialist distributors to OEMs, including other machine builders.

More information on the Group can be viewed at: www.600group.com 

 

#          #         #

 

For more information on the Bermuda Stock Exchange (BSX), contact James Best at 1-441-292-7212 or jbest@bsx.com . Information is also available at www.bsx.com and on Bloomberg at BSX.

 

Established in 1971 the Bermuda Stock Exchange (BSX) is the leading fully electronic offshore securities market. The BSX specializes in listing and trading of capital market instruments such as equities, debt issues, funds, hedge funds, derivative warrants and Insurance Linked Securities.

 

The BSX is a full member of the World Federation of Exchanges (WFE) and is in an O.E.C.D. member nation and an affiliate member of IOSCO. The BSX is recognised by the US SEC as a Designated Offshore Securities Market. In addition, the BSX is recognized by the U.S. Securities & Exchange Commission (SEC) as a Designated Offshore Securities Market under Regulation S; The Financial Services Authority in the UK as a Designated Investment Exchange; HM Revenue & Customs in the UK as a Recognized Stock Exchange; The Bermuda Monetary Authority as a Recognised Investment Exchange; and as an Approved Stock Exchange under Australia’s Foreign Investment Funds (FIF) taxation rules; and Designated Exchange status under Canada’s Income Tax Act and is a member of America’s Central Securities Depository Association.