Melrose Industries plc - hat Elster übernommen - 500 Beiträge pro Seite

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dazu alter Thread: Elster - Messtechnikbetreiber

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das Elster-Geschäft brummt: http://www.melroseplc.net/media/54115/Melrose-Interim-Result…

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englische Unsitte:

Kapitalzusammenlegung 14:13 mit Abrundung der Bruchteile

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19 November 2014

Interim Management Statement

Melrose Industries PLC issues the following Interim Management Statement for the Period from 1 July 2014 to today (the “Period”).


EXECUTIVE SUMMARY

Trading is in line with expectations. This has been a busy period for transactions.

On 31 October 2014 Elster Gas acquired Eclipse, Inc. (“Eclipse”), a US based specialist in the complementary field of low-temperature combustion technology, for £99 million, creating an opportunity to strengthen the Elster Gas business and enhance shareholder value.

On 12 November 2014 the sale of Bridon was completed for an enterprise value of £365 million, meaning the original equity investment by Melrose more than doubled.

Together these transactions are illustrations of the successful and continuing implementation of our “buy, improve and sell” business model.

ELSTER

Elster Gas revenue is up 4% in the Period compared to the same period last year, matched by a very similar rise in order intake. This rate of growth is consistent with the longer term trends expected in its markets and the strategy to improve the profit margin achieved on these sales continues to meet expectations.

Elster Electricity is a business with very high seasonality towards the last quarter of the calendar year. It is pleasing to note that sales are up 5% in the Period compared to the same period last year and order activity is consistent with expectations for the year. Management is fully focused on turning orders into sales.

Of the Elster businesses, Elster Water has seen the most significant increase to headline operating margins since acquisition and its second half margins are in line with expectations.

BRUSH

As discussed in previous trading statements Brush continues to experience slower turbogenerator sales offset, in part, by improved aftermarket performance. The longer term future for Brush remains positive as the business is well placed in its stronger end markets. The new China factory, which is due to open towards the end of 2015, remains on time and on budget.

EXCHANGE

Where relevant all numbers and percentages quoted in this Statement are calculated at constant currency. Consistent with the first half of the year an adverse currency effect of approximately 7% is expected for the full year assuming exchange rates remain at levels they have been recently.

CASH GENERATION AND NET DEBT

The underlying cash generation of the Group remains good. After the purchase of Eclipse and the sale of Bridon, leverage at the end of the year is expected to be below 2x EBITDA1.

RETURN OF CAPITAL

Early next year the Board of Melrose expects to recommend a return of capital to shareholders. The exact amount is yet to be decided but it is expected to be approximately £200 million.

OUTLOOK

World economies continue to be difficult to forecast with any degree of certainty. However, Melrose is well placed in its end markets and has further opportunities to improve its businesses to create shareholder value. Continuing tough market conditions would also position Melrose well for the next stage of its development providing the opportunity to create further shareholder value through acquisition.

[R-BgO]

Antwort auf Beitrag Nr.: 49.156.961 von R-BgO am 24.02.15 10:28:23

warum einfach, wenn es auch kompliziert geht:

http://www.melroseplc.net/media/news-releases/2015/proposed-…

[R-BgO]

Antwort auf Beitrag Nr.: 47.813.384 von R-BgO am 18.09.14 13:34:29

war ein kurzes Vergnügen:

28 July 2015

Proposed Disposal of Elster to Honeywell


Melrose today announces that it has entered into an agreement for the disposal of its Elster business (comprising Elster Gas, Elster Electricity and Elster Water), to Honeywell International Inc. (“Honeywell”) for a cash consideration of £3.3 billion.

Key highlights of the sale:

The consideration is payable in cash on completion, subject to customary adjustments, and implies a multiple of 3.1 times 2014 revenue and 14.3 times 2014 headline1 EBITDA2;
Melrose has generated 2.3 times equity investment and 33 per cent. equity IRR within the three years since acquiring Elster for £1.8 billion in August 2012;
In addition to the cash consideration, Honeywell is assuming the Melrose group’s FKI UK defined benefit scheme and McKechnie defined benefit pension plan as well as its Elster related pension obligations, which together comprise the majority of the Melrose group's pension schemes;
Melrose intends to use the proceeds to finance a return of capital of over £2 billion to shareholders in due course and for general corporate purposes, including paying down existing borrowings;
On the basis that the return of capital is implemented, Melrose will have raised approximately £2.0 billion from shareholders who, in addition to their remaining shareholding, will have received over £3.8 billion since flotation on AIM in 2003.
Christopher Miller, Chairman of Melrose, said:

“The disposal of Elster represents an excellent outcome for Melrose shareholders and another milestone in our track record. Through investing heavily and improving operational performance we have created substantial value for shareholders, more than doubling their money in three years. I am pleased that we are able to deliver this return to shareholders earlier than we had originally anticipated and have every confidence that Elster will continue its success story under the ownership of Honeywell. In the ten years since our first investment we have created well over £2 billion of shareholder value. We look forward to beating that performance over the next decade.”

Elster acquisition
Melrose’s strategy is to buy good manufacturing businesses with strong fundamentals whose performance can be improved through a mixture of investment and changed management focus, before selling them and returning the proceeds to shareholders.

Shortly after acquiring Elster in August 2012, Melrose reorganised the group into three separately managed business units: Elster Gas, Elster Electricity and Elster Water, and invested heavily to improve each of them. Melrose has achieved the following milestones in respect of its Elster business during its three years of ownership:

Increased operating profit by two thirds and improved operating margins by seven percentage points;
Acquired Eclipse, a manufacturer of gas combustion components and systems for industrial heating and drying applications, in October 2014 that enabled Elster Gas to offer a complete range of combustion solutions;
Generated average headline operating profit conversion to cash (pre capex) of 93 per cent; and
Implemented a number of operational and margin improvement programmes, invested substantial amounts in automated production and outsourced non-core production where appropriate.
Return of capital and use of proceeds
The disposal is expected to generate net proceeds of £3.3 billion. Melrose intends to return over £2 billion from the sale of Elster to shareholders with the balance of the net proceeds used for general corporate purposes including repayment of existing borrowings.

The proposed return of capital will be conditional on completion of the disposal, which is anticipated to occur in the first quarter of 2016, and will also require the prior approval of shareholders.

It is envisaged that shortly after completion of the disposal a circular will be sent to shareholders containing full details of the proposed return of capital and other connected matters as well as convening a separate general meeting in order to seek shareholder approval.

Principal terms and conditions of the disposal
As part of the terms of the disposal the Elster related pension arrangements will remain with Elster and, in addition, Honeywell will assume the McKechnie defined benefit pension plan and FKI UK defined benefit pension scheme. In total £0.9 billion of Elster, FKI UK and McKechnie pension liabilities with an accounting deficit of £134 million will be transferred to Honeywell with the sale of Elster.

The disposal is expected to complete in the first quarter of 2016. Completion is conditional upon, amongst other things, obtaining the relevant approvals from regulatory authorities in the relevant jurisdictions including Brazil, China, the European Union, Russia, Turkey and the United States, and the approval of the shareholders at the General Meeting of Melrose.

[R-BgO]

habe mal ein bisschen aufgestockt

[R-BgO]

Antwort auf Beitrag Nr.: 50.374.134 von R-BgO am 11.08.15 11:49:32

nachträgliche Anschaffungskosten?:

Vergleichsvorschlag im Spruchverfahren zum Squeeze-out bei der Elster Group SE
von Rechtsanwalt Martin Arendts, M.B.L.-HSG

In dem Spruchverfahren zur Überprüfung der Barabfindung bei dem Ausschluss der Minderheitsaktionäre bei der Elster Group SE, Essen, hat die Antragsgegnerin (eine Tochtergesellschaft der Melrose Industries plc) eine vergleichsweise Erhöhung des Barabfindungsbetrags von EUR 70,32 auf EUR 98,- angeboten.

LG Dortmund, Az. 20 O 101/13 AktE
Neugebauer u.a. ./. Mitford AG (jetzt: GmbH)
31 Antragsteller
gemeinsamer Vertreter: RA Dr. Peter Dreier, 40213 Düsseldorf
Verfahrensbevollmächtigte der Antragsgegnerin:
Rechtsanwälte Hengeler Mueller, 40213 Düsseldorf

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Antwort auf Beitrag Nr.: 49.157.207 von R-BgO am 24.02.15 10:50:38

Was sind das denn für Säcke?

Nach der 14:13 Zusammenlegung letztes Jahr, haben sie nun eine 48:7 Zusammenlegung gemacht;

kommt das jedes Jahr?

[R-BgO]

Antwort auf Beitrag Nr.: 51.633.967 von R-BgO am 02.02.16 09:36:02

noch besser, ich "spende":

26 January 2016

Update On Proposed Return Of Capital And Share Capital Consolidation

Further to the announcement on 29 December 2015, Melrose Industries PLC (“Melrose”) announces that the ratio to be used for the proposed Share Capital Consolidation has been set by reference to today’s closing middle-market price of 281.0 pence per ordinary share (the “Existing Ordinary Shares”). Subject to the Proposed Return of Capital being approved by the Court at the hearing due to take place at 10.30 a.m. on 27 January 2016, Shareholders will receive 7 new ordinary shares of 48/7 pence each (the “New Ordinary Shares”) for every 48 Existing Ordinary Shares held at the record date for the Share Capital Consolidation, being 6.00 p.m. on 27 January 2016.

Shareholders will continue to own approximately the same proportion of Melrose shares immediately after the Share Capital Consolidation as they did immediately before it, subject to allowance for fractional entitlements. Fractional entitlements shall be aggregated and sold in the market. The aggregate proceeds of sale of such fractional entitlements, net of commission, shall be donated by Melrose to charities chosen by the Board.

In order to ensure that no outstanding fractional amount of a New Ordinary Share exists upon the Share Capital Consolidation becoming effective, 26 Existing Ordinary Shares of one penny each have been allotted and issued to Investec Bank plc at a price of 281.0 pence per Existing Ordinary Share, being today’s closing middle-market price. These Existing Ordinary Shares will be subject to the Share Capital Consolidation but will not be entitled to participate in the Proposed Return of Capital.

The Share Capital Consolidation is expected to take effect at 8.00 a.m. on 28 January 2016, after confirmation that the Proposed Return of Capital has been approved by the Court. Following the Share Capital Consolidation, 145,134,353 New Ordinary Shares of 48/7 pence each will be admitted to the Official List and to trading on the main market of the London Stock Exchange from 8.00 a.m. on 28 January 2016. Shareholders are reminded that, as previously announced, trading of Existing Ordinary Shares on the London Stock Exchange's main market for listed securities and the listing of Existing Ordinary Shares on the Official List will be temporarily suspended with effect from 7.30 a.m. tomorrow. Dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on 28 January 2016.

Unless otherwise defined in this announcement, defined terms used have the meaning given to them in the circular posted to Shareholders on 6 October 2015.

All references in this announcement to times are to London time unless otherwise stated.

-ends-

[R-BgO]

Antwort auf Beitrag Nr.: 51.633.967 von R-BgO am 02.02.16 09:36:02

DAS hier ist der Grund:

21 December 2015

European Commission Clearance and Return of Capital Update

Melrose Industries PLC (“Melrose”) is pleased to announce that the European Commission has granted clearance for the acquisition of Elster by Honeywell International Inc. All other required regulatory approvals have been obtained. The transaction is expected to complete within several days.

Following completion, Melrose intends to return approximately £2.4 billion in cash to its shareholders, which is equivalent to 240 pence per existing ordinary share in Melrose, and to carry out a share capital consolidation to ensure, as far as possible, that the market price of an ordinary share remains approximately the same before and after the proposed return of capital. Details relating to the return of capital, including the amount being returned and an expected timetable of principal events, will be announced in due course following completion of the Elster disposal.


=> es gibt also eine Rückzahlung von gut 3 Euro pro alter Aktie; bin mal gespannt, wie das steuerlich gehandhabt wird...

[R-BgO]

Antwort auf Beitrag Nr.: 51.634.123 von R-BgO am 02.02.16 09:49:13

raus ausse Kartoffeln, rin inne Kartoffeln...

nach Kapitalrückzahlung nun KE:


28 July 2016
2016 Half Year Results

Melrose Industries PLC today announces its interim results for the six months ended 30 June 2016.

Highlights

Trading

-Brush is performing in line with expectations in a tough market.
-Headline(1) operating profit of £3.9 million (2015: £5.9 million). Loss for the period from continuing operations, after exceptional items and intangible asset amortisation, of £8.8 million (2015: £12.3 million).
-Melrose had net cash at the half year of £51 million.
-Interim dividend of 1.4p to be paid on 1 September 2016 to shareholders on the register at close of business on 5 August 2016.

Agreement to purchase Nortek Inc. (“Nortek”)

Agreement to purchase 100% of the issued share capital of Nortek for $1,436 million (£1,101 million(2) entered into on 6 July 2016, valuing Nortek at an enterprise value of $2,810 million (£2,154 million(2)).
Proposed acquisition of Nortek funded by a fully underwritten 12 for 1 Rights Issue and new $1,250 million debt facility.
(1) Before exceptional costs, exceptional income and intangible asset amortisation
(2) Converted at an exchange rate of £1:US $1.3048

Christopher Miller, Chairman of Melrose Industries PLC, today said:

"Since 2005 Melrose has focused on acquiring businesses to help them fulfil their potential. We are grateful to have shareholders who support that vision and we are proud of the value we have created for them.

Earlier this month we announced that Melrose is in the process of acquiring the US manufacturing group Nortek. This represents the next chapter in the Melrose story. Since founding Melrose, we have created over £2.8 billion of value for our shareholders and we believe that Nortek presents a significant opportunity for Melrose to build substantially on that track record."

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Antwort auf Beitrag Nr.: 53.118.069 von R-BgO am 23.08.16 13:55:03

15 November 2016 07:00

Trading update

Melrose is trading in line with expectations.


NORTEK
The first two months of ownership of Nortek have been encouraging with many actions being taken in a short space of time.

Your Board is confident that Nortek is well positioned to achieve the acquisition assumptions following management changes and operational improvements. The inherited strategies of each of the businesses have been reviewed with the level of investment increasing and, where necessary, the focus of management changing.

Some of the actions that have already been carried out are as follows:

The Nortek head office has been closed and the expected savings will be achieved over the next few months

A new CEO has been appointed to run the combined Heating, Ventilation & Air Conditioning (HVAC) businesses

Operational improvements are underway in HVAC and its loss-making businesses are being closed

The Audio, Visual & Control business, which was making significant losses on acquisition, has already been rapidly improved

A process is underway to eliminate unprofitable products across the Group

Centralised functions for warehousing, human resources and IT are being returned to the individual businesses to create accountability

The Melrose Board is pleased with the progress made to date and is confident of creating significant shareholder value from this acquisition.


BRUSH
As previously announced, the second half performance of Brush is expected to be stronger than the first half, consistent with the seasonality of the business.

The end markets for Brush remain tough for both market and customer reasons with a prolonged challenging sales environment. To react to this the Brush workforce has been reduced by around a quarter since the start of 2015, realigning the cost base accordingly.

- ends -

[R-BgO]

Antwort auf Beitrag Nr.: 53.118.069 von R-BgO am 23.08.16 13:55:03

trotz des schrägen Kapitalmanagements

nochmal nachgelegt;

offenbar ist das ihr System:

etwas kaufen, KE machen, aufpumpen, verkaufen, Ausschüttung machen - rinse and repeat


weil sie das zu können scheinen, bin ich mal wieder mit ein paar weiteren Stücken dabei

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Antwort auf Beitrag Nr.: 54.024.425 von R-BgO am 06.01.17 12:37:14

hier geht's weiter

Thread: Melrose Industries - neue Runde mit Nortek