Brickability Group plc – Proposed Acquisition of Taylor Maxwell

Brickability Group LSEG

Proposed primary placing to raise gross proceeds of £55 million and Proposed secondary placing to raise gross proceeds of £38 million

Brickability Group plc (AIM: BRCK) (“Brickability“, the “Company” or, together with its subsidiary undertakings, the “Group“), the leading construction materials distributor, is pleased to announce the conditional acquisition of Taylor Maxwell Group (2017) Limited (“Taylor Maxwell“), one of the UK’s leading suppliers of timber and non-combustible cladding to the construction industry, for a consideration of up to £63 million. In order to finance the Acquisition and to help fund future bolt-on acquisitions, the Company has conditionally raised £55 million (before fees and expenses) by way of a placing of 57,894,737 new ordinary shares of one penny each (“Ordinary Shares“) at a price of 95 pence per share (the “Issue Price“) with new and existing institutional investors (the “Placing“).  In addition, in order to meet market demand, certain selling shareholders have also conditionally raised a further £38 million through the sale of 40,000,000 existing Ordinary Shares at the Issue Price (the “Sale“).


  • Oversubscribed conditional placing comprising a £55 million primary placing on behalf of the Company and a £38 million secondary placing on behalf of certain selling shareholders, in each case with new and existing institutional shareholders.
  • Cenkos Securities plc (“Cenkos“) is acting as nominated adviser, sole broker and sole bookrunner in connection with the Acquisition, the Placing and the Sale.
  • Issue Price of 95 pence per Placing Share, representing an 8.2 per cent. discount to the closing middle market price of 103.5 pence per Existing Ordinary Share on 1 June 2021, being the last business day before the announcement of the Proposals.
  • £52.7 million net proceeds of the Placing will be used to fund the acquisition of Taylor Maxwell and future bolt-on acquisitions.
  • Acquisition of Taylor Maxwell expected to be significantly earnings accretive and to diversify Brickability’s product offering.
  • Total consideration payable under the Acquisition of up to £63 million (subject to certain post-completion adjustments), consisting of:
    • £40 million initial cash consideration (subject to a £1 million retention in respect of certain of the indemnities given under the Majority SPA);
    • £10 million through the issue of 9,900,990 Consideration Shares, which will be subject to a 24 month lock in period (subject to customary exceptions) and followed by a 12 month orderly market arrangement; and
    • deferred consideration of up to £13 million, based upon future adjusted EBITDA performance targets over the 3 financial years following completion of the Acquisition.
  • The Company’s directors and management will retain a shareholding of approximately 28.3 per cent. in Brickability, down from approximately 54 per cent.
  • The Placing and the Acquisition are conditional upon, inter alia, on the passing by Shareholders of certain Resolutions at the General Meeting to be held on 29 June 2021.
  • The New Ordinary Shares are expected to be admitted to trading on AIM on 30 June 2021.
  • A circular, which will provide further details of the Proposals and include a Notice of General Meeting (the “Circular“) is expected to be published and sent to Shareholders later today.

Certain defined terms used in this Announcement are set out in the Appendix below.

John Richards, Chairman of Brickability, said: “The acquisition of Taylor Maxwell is the 11th strategically significant acquisition made by Brickability since 2018 and is absolutely in line with the strategy we set out at IPO.

“As Brickability continues to grow, this acquisition marks a significant expansion in the range of solutions we can deliver for our growing client base and represents a significant value-add for our Shareholders.

“The team continues to identify and evaluate opportunities as we continue to deliver the IPO promise, retaining focus on diversification and expansion.

“Taylor Maxwell has been providing façade and timber products to the construction industry for over 60 years. The firm operates from 16 regional locations across the UK, with minimal overlap against Brickability’s existing client base. Over the years, Taylor Maxwell have acquired a wealth of local market knowledge, enabling them to build strong professional relationships with a diverse range of key manufacturers.

“The acquisition of Taylor Maxwell will bolster Brickability’s leading position in UK brick distribution; offering cost and revenue synergies while being transformational in terms of the group’s scale and relevance in the wider materials supply industry.

“The Acquisition has been well supported by our existing shareholder base, and the oversubscribed Placing has benefited Brickability by welcoming a range of new institutional shareholders to the Brickability register.”

Alan Simpson, Chief Executive Officer of Brickability, said: “Taylor Maxwell is a business we have earmarked for acquisition since IPO as we believe the union will bring significant short and long-term benefits to both companies and customers.

“Access to Taylor Maxwell’s longstanding relationships, distribution channels and local knowledge will greatly improve Brickability’s access to the UK marketplace while also delivering procurement, revenue and structural synergies.

“We look forward to welcoming the Taylor Maxwell team to the Brickability Group and building an even stronger business in 2021.”

Martin Rudge, Managing Director, Taylor Maxwell, said: “Taylor Maxwell’s management team view the transaction as an exciting new chapter in the history of the business, one that they feel will benefit its employees, customers and suppliers alike.

“We are very proud of what has been achieved over the last sixty years and how the business has developed into the company it is today. Growth in recent times has been organic and this transaction is seen as a great opportunity to develop the business further as part of a larger organisation.”

An extract of the Circular which contains further information about the Acquisition, the Placing and the Sale is set out in the Appendix to this Announcement.

The person responsible for arranging the release of this Announcement on behalf of the Company is Alan Simpson, Chief Executive Officer of the Company.

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