RNS Number:9870Y
EAG Limited26 June 2007
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.26 June 2007 EAG Limited ("The Company") FIRST DAY OF DEALINGS ON AIM
EAG, a leading provider of microanalytical surface testing and materialscharacterisation services, today announces the commencement of dealings of itsordinary
shares on the Alternative Investment Market ("AIM") of the London
StockExchange.
Unconditional dealings commence at 8:00am today. EAG's ticker symbol will be
EAG, the SEDOL number will be B1Y95B5 and the ISIN number will be JE00B1Y95B59.
Lazard & Co., Limited ("Lazard") is acting as nominated adviser in connectionwith the placing and Admission. Numis Securities Limited ("Numis") has beenappointed as broker.
David Lahar, Executive Chairman of EAG, said:"Today marks an important step in the development of EAG. The proceeds from theplacing give us the financial flexibility to seek out further acquisitionopportunities and expand the range of testing services we can offer ourcustomers as we continue to pursue our clear growth strategy. Floating on AIMprovides a platform for both the Company and its shareholders to take fulladvantage of the exciting prospects ahead." - ENDS -
Enquiries
EAG Limited +44 20 7638 9571
David Lahar, Executive Chairman
Jim Cowart, Vice Chairman
Lazard +44 20 7187 2000
Paul Gismondi
Nick Fowler
Numis +44 20 7260 1000
James Black
Bruce Garrow
Citigate Dewe Rogerson +44 20 7638 9571
Sarah Gestetner
Kevin Smith
NOTES TO EDITORS
Business * EAG is a leading provider of microanalytical surface testing and materials characterisation services, offering sophisticated testing services, primarily to the research and development departments of companies developing products where properties of surfaces or thin layers are critical to product performance. * Surface microanalysis involves the use of sophisticated instruments to characterise the surface of solid materials. The analysis is done to provide information about the chemical composition, level of trace impurities, or the physical structure or appearance of the sampled region, which can be vitally important to researchers or product developers. * The tests are broadly used in developing new processes, transferring those processes to production, developing new products or materials, qualifying new production tools, performing failure analysis, solving process problems in manufacturing and providing third-party product validation. In research and development, use of microanalytical surface analysis has grown as device complexity has increased and functional testing has become impractical. * EAG provides its testing services to a broad range of end-user market segments, including the semiconductor capital equipment, specialty metals and materials, electronic materials, semiconductor fabrication, biomedical, pharmaceutical, and aerospace and defence industries. Customers are typically charged on a "per-sample" or "per-test" basis, with the price varying depending on the technique, instrument, sample specifics and data reporting requirements. * EAG employs highly trained technical personnel, with the Company's scientists typically holding advanced degrees in chemistry, applied physics and materials sciences. * EAG is typically retained when the customer requires more demanding technical tests and where it is not cost effective or practical to maintain an in-house testing facility. The quality of the test results depends substantially on the expertise of the Company's scientists. * The foundation of the EAG business model has been its ability to establish the following strategic position:3/4 Pursue testing applications that have difficult and complexrequirements, involve relatively costly instruments, and require scientists withextensive skill and experience;3/4 Focus on testing applications where the nature of the data and thequality of the data provided are perceived by the customer as being vital toresearch and product development, manufacturing yield and/or sales performance,and where, as a result, the Directors believe that value based pricing isachievable; and3/4 Establish expertise in analytical techniques that do not lend themselvesto repetitive, routine tests but, instead, require a significant level ofresource investment and skill in the development of test routines. * EAG has a number of significant barriers to competition: (a) a working environment that attracts and retains leading scientists in the microanalytical surface analysis business; (b) the broadest range of testing techniques offered; (c) a large instrument base; (d) a wide range of proprietary testing protocols and a significant base of intellectual property; (e) a worldwide presence through 15 locations; and (f) high brand awareness among its customers.
Key strengths * The Directors believe that EAG's key strengths include:3/4 A working environment that attracts and retains leading scientists inthe microanalytical surface analysis business.3/4 The broadest range of testing techniques in the industry: EAG provides30 separate surface analysis techniques or services, and in certain techniquesis the only significant source of independent testing services in the world.3/4 The largest base of instruments in the industry: With approximately 150major testing instruments in its various locations around the world, EAG is ableto handle peaks in demand from major customers in multiple locations and balancetesting demand across those locations, thereby operating more efficiency.3/4 Proprietary testing protocols and a significant base of intellectualproperty: EAG has developed more than 200 proprietary testing protocols and asignificant base of intellectual property, allowing its scientists to obtaintest results that are more sensitive, accurate, precise and consistent thanthose typically delivered by its competitors.3/4 Size and diversity of customer base: On a pro forma basis for the yearended 31 December 2006 EAG has more than 2,500 active customers in a broad rangeof industries, with no single customer accounting for more than 4% of totalrevenues and the top ten customers accounting for less than 20%.3/4 Integrated database and IT infrastructure: EAG's proprietary jobtracking and Customer Relationship Management system ("JIVA") has been used in
EAG since 2002 and is fully installed in all US facilities. EAG is currently inthe process of installing JIVA in all newly acquired non-US locations. JIVAwill allow the Company to monitor and track every job in every facilityworldwide. The system is highly scalable and is a key tool used in integratingacquired companies.
Market
The market for microanalytical surface testing services is comprised of threesegments: (a) currently outsourced microanalytical surface testing that comprisethe independent commercial testing services market, (b) additionalmicroanalytical surface testing performed internally by major customers in theirown labs or production facilities, and (c) emerging markets for microanalyticalsurface testing services in certain industries - such as biomedical,pharmaceutical, biotech and nanotechnology - where microanalytical surfacetesting techniques have not been broadly used in the past but have importantpotential application. The Directors believe that the Company is the largestprovider of microanalytical surface testing services in the commercial testingmarket. According to an independent market study ("Market Assessment - Surface
Analysis/Materials Characterization Services and Reliability Testing/Failure
Analysis Services" by William Johnson PhD (April 2007)), the worldwide marketfor commercial microanalytical surface testing services was estimated to beapproximately $215 million in 2006, and the Company has a market share ofapproximately 30%.
Strategy
EAG operates a clear strategy to further increase its share of the globalmarket, based on:3/4 Increasing demand from its existing customer base and markets -
EAG derives the majority of its revenues from industries in which research anddevelopment expenditures are critical to growth. In these industries, expansionin overall research and development expenditures has been consistent,notwithstanding any cyclicality in product demand.3/4 EAG has actively consolidated the surface analysis industry. EAGis able to use its superior scale and breadth of capabilities. The Companyintends to aggressively pursue market share gains in specific techniques andmarkets, particularly in Europe and Asia.3/4 Using its recently acquired presence in Europe and the Far East asthe base from which to expand in these markets. There are significant growthopportunities for the types of testing services that EAG provides in the Asianmarkets, and there is significant opportunity for growth in the rapidly growingbiomedical, biotech and pharmaceutical applications, as well as in aerospace anddefence3/4 Expanding further into non-electronics industry sectors. Otherindustries are experiencing significant increases in the complexity of productdesign. As a result, the Directors believe there are a growing number ofopportunities and potential applications for the use of microanalytical surfacetesting in industries where such techniques have not previously been broadlyused such as biomedical, biotech, pharmaceutical, lighting, laser/optics,aerospace and defence applications.3/4 Extending the range of testing techniques that EAG offers toinclude techniques more applicable in testing organic and biological materialsfound in the life sciences, biomedical, biotech and pharmaceutical industries.3/4 Expanding EAG's presence in the electronic failure analysis ("EFA") market - with some of its recent acquisitions, EAG has entered the EFA marketwhere there is significant demand, particularly among US and Asian fablesssemiconductor companies.3/4 In all of its targeted areas, growth by acquisition will remain akey element of the strategy going forward.
Financials
During the last twelve months, EAG has acquired 11 complementary businesses. Ona pro forma basis assuming that all acquisitions had been owned by the Companyat the beginning of each period, fiscal 2006 revenues, Continuing EBITDA and
Continuing EBITDA margins were approximately $66.4 million, $27.1 million and40.8%, respectively. For the 13 weeks ended 31 March, 2007, pro forma revenues,
Continuing EBITDA and Continuing EBITDA margins were $18.0 million, $7.5 millionand 41.8%, respectively.
Management and board * EAG's senior management and operating team has extensive experience of the surface analysis and materials characterisation industry. * The Directors of the Company on Admission will be: Director Function David Lahar Executive Chairman Tom Pfeil President and Chief Executive Officer Jim Cowart Vice Chairman and Non-Executive Director Krishna Chivukula Non-Executive Director Ian Johnson Non-Executive Director Dennis Millard Non-Executive Director Peter O'Dwyer Non-Executive Director Michael Stevens Non-Executive Director
Disclaimer
The contents of this announcement have been approved for the purposes of section21 of the Financial Services and Markets Act 2000 as amended ('FSMA') by Lazardof 50 Stratton Street, London W1J 8LL. Lazard is authorised and regulated inthe United Kingdom by the Financial Services Authority in respect of regulatedactivities, and is acting for the Company and for no-one else in connection withthe matters described in this announcement and will not be responsible to anyoneother than the Company for providing the protections afforded to customers of
Lazard or for advising them on the contents of this announcement or any matterreferred to herein.
This announcement does not form part of any offer of securities, or constitute asolicitation of any offer to purchase or subscribe for securities in anyjurisdiction, and any acquisition of, or application for, securities in theproposed placing should only be made on the basis of information contained inthe AIM admission document to be issued in due course in connection with theproposed placing and admission to AIM. The securities to be offered in theproposed placing must not and will not be offered to the public in the United
Kingdom (within the meaning of section 102B FSMA) save in circumstances where itis lawful to do so without an approved prospectus (within the meaning of section85 FSMA) being made available to the public before the offer is made.
This announcement is not for release, publication or distribution, in whole orin part, in or into Australia, Canada, Japan, the Republic of South Africa, the
Republic of Ireland, or the United States or to any national, resident orcitizen of Australia, Canada, Japan, the Republic of South Africa, the Republicof Ireland, or the United States or any other jurisdiction where to do so wouldconstitute a violation of the relevant laws of such jurisdiction.
This announcement and the information contained herein are not an offer ofsecurities for sale or a solicitation of an offer to buy any securities in the
United States or by any US person and are not for publication or distribution inthe United States (within the meaning of Regulation S under the US Securities
Act of 1933, as amended (the 'Securities Act')). The securities proposed to beoffered in the Company have not been and will not be registered under the
Securities Act, any state securities laws in the United States or under theapplicable securities laws of Australia, Canada, the Republic of Ireland, the
Republic of South Africa or Japan.
Subject to certain exceptions, the securities may not be offered or sold withinthe United States, Australia, Canada, the Republic of Ireland, the Republic of
South Africa or Japan or to any national, resident or citizen of the United
States, Australia, Canada, the Republic of Ireland, the Republic of South Africaor Japan. Pursuant to the placing, the securities may not be offered or sold inthe United States, or to, or for the account or benefit of U.S. Persons asdefined in Regulation S under the Securities Act ('Regulation S').
Italy
The Ordinary Shares may not be offered or sold, directly or indirectly, in Italyother than to professional investors as defined in Article 100, Paragraph 1,
Lett. A) of Legislative Decree No. 58 of February 24, 1998 ("Professional
Investors") or under any other exemption provided for by Art. 100 of Legislative
Decree No. 58 of February 24, 1998, and in compliance with the forms andprocedures provided therein. Under no circumstances should this announcementcirculate among, or be distributed in Italy to any member of the general publicin Italy or to individuals or entities falling outside the categories ofprofessional investors or outside the scope of the exemptions provided for by
Art. 100 of Legislative Decree No. 58 of February 24, 1998. Any offer or saleof the Ordinary Shares, any distribution of this announcement or the renderingof any advice in respect of investment in the Ordinary Shares, regardless of theexistence of any of the abovementioned exemptions within Italy in connectionwith the international offering, must be carried out either by registeredsecurities dealing firms ("Societa' Di Intermediazione Mobiliare") or byauthorised intermediaries, as described in Legislative Decree No. 58 of February24, 1998.
This announcement has not been submitted to the Commissione Nazionale per le
Societa e la Borsa ("CONSOB"). Each initial purchaser will severally representand agree that no action has or will be taken by it which would allow anoffering (or a "Offerta al Pubblico di Prodotti Finanziari") of the Ordinary
Shares to the public in the republic of Italy even under Art. 100-BIS of
Legislative Decree No. 58 of February 24, 1998, and that sales of the Ordinary
Shares to any persons in the republic of Italy shall be effected in accordancewith Italian securities, tax and other applicable laws and regulations. Eachinitial purchaser will severally represent that it has not offered, sold ordelivered and will not offer, sell or deliver any Ordinary Shares or distributeor make available any Ordinary Shares or copies of the document or any otheroffering material relating to the Ordinary Shares in the republic of Italyexcept:(i) to professional investors ("operatori qualificati"), as defined in
Article 100, Paragraph 1, Lett. A) of Legislative Decree No. 58 of February 24,1998;(ii) in circumstances which are exempted from the rules on solicitationof investments pursuant to Article 100 and 100-BIS of Legislative Decree No. 58of 24th February, 1998 (the "Financial Services Act") and Article 33, firstparagraph, of CONSOB Regulation No. 11971 of 14th May, 1999, as amended.
Any offer, sale or delivery of the Ordinary Shares or distribution of copies ofthis announcement or any other document relating to any Ordinary Shares in Italyunder (i) or (ii) above must be:(a) made by an investment firm, bank or financial intermediary permittedto conduct such activities in the republic of Italy in accordance with the
Financial Services Act and Legislative Decree No. 385 of 1st September, 1993(the "Banking Act"), as amended;(b) in compliance with Article 129 of the Banking Act and theimplementing guidelines of the Bank of Italy pursuant to which the issue or theoffer of securities in Italy may need to be followed by an appropriate notice tobe filed with the bank of Italy depending, inter alia, on the aggregate value ofthe securities issued or offered in Italy and their characteristics; and(c) in compliance with any other applicable notification, requirement orlimitation which may be imposed, from time to time, by CONSOB or the bank of
Italy.
In any case, the Ordinary Shares cannot be offered or sold to any individuals in
Italy.
Insofar as the requirements above are based on laws which are superseded at anytime pursuant to directive 2003/71/CE (the "Prospectus Directive"), suchrequirements shall be replaced by the applicable requirements under the
Prospectus Directive or the relevant implementing laws/regulations.
France
Neither this announcement nor any other offering material relating to the
Ordinary Shares described in this announcement have been or will be submitted tothe clearance procedures of the Autorite des Marches Financiers or by thecompetent authority of another member state of the European Economic Area andnotified to the Autorite des Marches Financiers. The Ordinary Shares have notbeen offered or sold and will not be offered or sold, directly or indirectly, tothe public in France. Neither this announcement nor any other offering materialrelating to the Ordinary Shares has been or will be: * released, issued, distributed or caused to be released, issued or distributed to the public in France or * used in connection with any offer for subscription or sale of the Ordinary Shares to the public in France.
Such offers, sales and distributions will be made in France only: * to qualified investors ("investisseurs qualifies") and/or to a restricted circle of investors (cercle restreint d'investisseurs), in each case investing for their own account, all as defined in, and in accordance with, Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monetaire et financier or * to investment services providers authorised to engage in portfolio management on behalf of third parties or * in a transaction that, in accordance with article L.411-2-II-1degrees-or-2 degrees-or 3degrees of the French Code Monetaire et Financier and article 211-2 of the General Regulations ("Reglement General") of the Autorite des Marches Financiers, does not constitute a public offer ("appel public a l'epargne").
The Ordinary Shares may be resold directly or indirectly, only in compliancewith Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the
French Code Monetaire et Financier.
Germany
Please note: this announcement is intended for information purposes only and isnot a public offer for the sale of securities. This announcement is notgoverned by the German Security Prospectus Act ("Wertpapierprospektgesetz"), the
German Foreign Investment Act ("Auslandsinvestmentgesetz"), the German
Securities Selling Prospectus Act ("Wertpapier-verkaufsprospektgesetz") or the
Law Regarding Financial Investment Management Companies ("Gesetz uber
Kapitalanlagegesellschaften"). This announcement may not be seen as a salesprospectus under any of the above regulations or any other comparable Germanlaw. The content of this announcement does not comply with the requirements ofthese specific regulations or any other comparable law. Furthermore, thisannouncement has not been drafted in accordance with standard "IDW S 4" set bythe Institute Of German Auditors ("Institut der Wirtschaftsprufer"), regarding
Principles for Audits of Sales Brochures for Public Offerings ("Grundsatze
Ordnungsgemasser Beurteilung von Prospekten uber Offentlich Angebotene
Kapitalanlagen"). All information contained in this announcement is based onfacts and the legal and tax situation as of the date of the issuance of thisannouncement. Those facts and the legal and tax situation might change later.
No person or entity involved in the issuance of this announcement is obliged toinform investors about those later changes. It is therefore stronglyrecommended that each investor observes carefully the development especiallywith regards to the legal and tax situation in Germany and considers thosedevelopments in making its investment decision.
Switzerland
The Ordinary Shares will not be publicly offered, distributed or redistributedin Switzerland. They are offered in Switzerland only to a limited number ofinstitutional investors without any public offering. This announcement may notbe communicated or distributed in Switzerland in a manner that could constitutea public offering within the meaning of Article 652a of the Swiss Code of
Obligations. This announcement is not a prospectus within the meaning of thisprovision and may not comply with the information standards required by it. The
Company will not apply for a listing of its Ordinary Shares on the Swiss Stock
Exchange and this announcement may not comply with the information standardsrequired by the Swiss listing regulations. The Ordinary Shares will not beregistered with any Swiss authority for any purpose whatsoever. This information is provided by RNS The company news service from the London Stock Exchange
END
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