SGL CARBON SE / Key word(s): Disposal/Preliminary Results
20.07.2015 08:00
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Wiesbaden, July 20, 2015. SGL Group today concluded an agreement with
Toronto-listed Avcorp Industries Inc. (Canada) on the sale of our
subsidiary HITCO's (HITCO Carbon Composites, Inc., USA) business of
manufacturing composite structural parts for commercial and military
aerostructures. This includes all inventories, equipment, tooling and other
fixed assets, intellectual property, contractual rights, good will,
accounts receivable, and work in progress; Hitco's materials division is
not part of this transaction.
The terms of the agreement result in overall negative proceeds of USD 47
million, which consists of payments to Avcorp, repayments of customer
advance payments as well as costs relating to various services to the
benefit of the buyer. The purchase consideration is subject to customary
adjustments based on working capital of Hitco and certain contract pricing
adjustments.
This leads to an impairment charge in the range of EUR 50-55 million on the
HITCO assets held for sale recorded under discontinued operations in the
income statement. The related cash outflow amounts to approx. EUR 40
million, of which the larger part will be payable on closing. The cash
outflow related to the sale of the commercial business of HITCO was not
included in the Company's free cash flow guidance from continued operations
and will be recorded in the free cash flow from discontinued operations.
The transaction is subject to customary closing conditions, including
approval by the relevant US authorities (Committee on Foreign Investment in
the United States (CFIUS), International Traffic in Arms Regulations
(ITAR)), the conclusion of ancillary agreements and non-occurrence of a
material adverse change until closing, and is expected to be closed at the
latest by October 16, 2015.
The agreement on the sale of the HITCO's aerostructures business will have
an impact on the Company's financials for the first half year 2015 as well
as for the full year 2015 as described above. A further non-recurring item
impacting the financials relates to the Company's tax liabilities in
conjunction with tax audits. The related cash outflow amounts to
approximately EUR 35 million in 2015 compared to existing tax provisions of
EUR 41 million. This development does not materially impact the Group's
guidance for free cash flow from continuing operations.
With exception of above items and their impact on the group's cash flow,
key performance indicators for H1/2015 remain in line with market
expectations. In the first half year of 2015, Group sales amounted to EUR
655 million, Group EBITDA before non recurring items to EUR 61 million,
Group EBIT before non recurring items to EUR 15 million, Group ROS before
non recurring items to 2%, and net debt as of June 30, 2015, to EUR 523
million.
SGL Group adheres to its full year 2015 guidance of a substantially
improved EBITDA and EBIT compared to 2014. Due to subdued order intake
activity in the first half of the year, we expect the EBIT of the Business
Unit GMS in the full year 2015 to remain below the 2014 level. This,
however, will be compensated by a better than anticipated performance in
the Business Unit CFM.
The full report on the first half year 2015 and the outlook will be
published as planned on August 6, 2015.
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Information and Explaination of the Issuer to this News:
Important note:
This release may contain forward-looking statements based on the
information currently available to us and on our current projections and
assumptions. By nature, forward-looking statements involve known and
unknown risks and uncertainties, as a consequence of which actual
developments and results can deviate significantly from these
forward-looking statements. Forward-looking statements are not to be
understood as guarantees. Rather, future developments and results depend on
a number of factors; they entail various risks and unanticipated
circumstances and are based on assumptions which may prove to be
inaccurate. These risks and uncertainties include, for example,
unforeseeable changes in political, economic, legal, and business
conditions, particularly relating to our main customer industries, such as
electric steel production, to the competitive environment, to interest rate
and exchange rate fluctuations, to technological developments, and to other
risks and unanticipated circumstances. Other risks that in our opinion may
arise include price developments, unexpected developments connected with
acquisitions and subsidiaries, and unforeseen risks associated with ongoing
cost savings programs. SGL Group does not intend or assume any
responsibility to revise or otherwise update these forward-looking
statements.
20.07.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: SGL CARBON SE
SöhnleinstraÃe 8
65201 Wiesbaden
Germany
Phone: +49 (0)611 6029 - 0
Fax: +49 (0)611 6029 - 101
E-mail: investor-relations@sglgroup.com
Internet: www.sglgroup.de
ISIN: DE0007235301
WKN: 723530
Indices: SDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart
End of Announcement DGAP News-Service
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DGAP-Adhoc: SGL CARBON SE: Agreement on the sale of the aerostructures business of HITCO leads to an impairment charge in H1/2015
| Source: EQS Group AG