Acquisition - Megasteel and Suspension of Trading

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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23 September 2022

More Acquisitions plc("More " or the "Company")

Proposed Acquisition of Megasteel Limited and Suspension of Trading

More Acquisitions plc, a company formed for the purpose of undertaking one or more acquisitions of a majority interest in a company or business, is pleased to announce that it has signed conditional Heads of Terms in relation to the proposed acquisition of 100% of the issued share capital of Megasteel Limited ("Megasteel"), one of the largest stockholders and distributors of steel for the prestressing and post-tensioning of concrete in the UK (the "Proposed Acquisition").

Key Proposed Terms;

·    Dependent on the exercise of warrants by More Acquisition shareholders as part of the Proposed Acquisition, and therefore the balance sheet of the enlarged Company on completion, Megasteel will be valued at between £49.5million- £63million;

·    Consideration for the Proposed Acquisition will involve the issue of between 2.2 billion -2.8 billion new shares in More at an issue price of 2.25p per share (the "Issue Price").

·    Proposed Issue Price represents a premium of approximately 214 per cent. to the Closing Mid-Price of 0.9 pence per More Acquisition share on 22 September 2022 (being the last Business Day prior to the date of this announcement).

·    Proposed Acquisition values the current issued share capital of More at £2.81 million (vs £1.19 million at closing on 22 September 2022) or over 2.3 times the Company's current net cash

Background

Megasteel (www.megasteel.co.uk ), has traded for more than 30 years in the United Kingdom, and is one of the largest stockholders and distributors of high-quality steel for the prestressing and post-tensioning of concretes in the UK. Prestressed concrete is a critical building product used in the UK construction market, from house floors to bridge beams and from railway sleepers to high rise buildings in the City of London. In its financial year ended 31 October 2021, Megasteel made audited pre-tax profits of £3m on turnover of £19.7m.

Megasteel also operates a sub-contract engineering business based in Malmesbury, Wiltshire, having acquired Sweetnam and Bradley Limited in 2019. Sweetnam and Bradley support several clients including Renishaw plc, Siemens plc, Rotork plc and the London Underground. 

The Proposed Acquisition remains subject, amongst other things, to completion of customary due diligence and there is therefore no certainty that the Proposed Acquisition will proceed.

If the Proposed Acquisition is completed, it will constitute a reverse takeover under the Listing Rules. Accordingly, the Company has requested that the listing of its Ordinary Shares be suspended with effect from today. The Company intends, as soon as practicable, to publish a prospectus and to make an application for the Company, as enlarged by the Proposed Acquisition, to have its Ordinary Shares admitted to the Official List and to trading on the Main Market for listed securities on the London Stock Exchange.

Further announcements will be made regarding the Proposed Acquisition when appropriate.

Roderick McIllree, Executive Director of More Acquisitions commented:

"We have reviewed a large number of assets and businesses in many different sectors during the last six months as possible acquisitions for More Acquisitions. After undertaking intensive due diligence, we believe that Megasteel stands out as a high-value, profitable investment for our shareholders. Megasteel is well-established and a leading player in its sector, with a long history of profitability and industry excellence, and we believe that it has the potential to deliver long term value to More Acquisitions and its shareholders."

Nigel Roberts, CEO of Megasteel Ltd added:

"We have built Megasteel over the last 30 years to be one of the biggest suppliers in the UK of prestressing wire and strand, a product used in almost every construction project in the country, and we have been considering a listing of the business for many years. We are pleased to be working with More Acquisitions as the vehicle that will enable us to do this.

Over many years we have been able to grow our sales, generate revenues, make profits and turn those profits into cash which we have reinvested into the business to keep the cycle going. Applied over a long period of time these business methods have produced a profitable business that I am proud to have started.

Three years ago, we acquired Sweetnam and Bradley, a business that has for over 60 years followed the same principles as Megasteel. This acquisition has been successful for us. Our intention is to continue to grow our business organically and through further acquisitions of other successful businesses.

We were attracted to More Acquisitions as our vehicle to list because we liked the simplicity and cost-effective way in which it had been set up with its 'one price for all', no advisory or broking fees, capped listing and on-going costs and no director salaries, the Company and its key stakeholders fitted very well with our views on how a business should be run!"

Enquiries

More Acquisitions plc

Rod McIllree / Charles Goodfellow

Peterhouse Capital Limited                                                                        +44 (0)20 7469 0930

Financial Adviser

Narisha Ragoonanthun / Brefo Gyasi / Guy Miller

Corporate Broker

Lucy Williams / Duncan Vasey