TORONTO: GreenBank Capital Inc. announced that Staminier Limited has entered into a 45 day option agreement to acquire P&H Motorcycles Ltd (P&H), the South of England’s biggest distributor of high-performance motorcycles, including Ducati, Yamaha, Kawasaki, Suzuki, KTM, Scrambler and Honda.
GreenBank has an existing 19% stake with an option to increase to 100% in Staminier Limited.
The average monthly sales of P&H over the last three years has been approximately C$1.7 million per month (C$20 million per annum) and the business has sold motorbikes and accessories to over 150,000 unique customers in its 40 year history of success.
During the global pandemic P&H has seen demand for smaller 125cc bikes increase significantly and P&H and Staminier see considerable scope for expansion into the lower powered motorcycle market.
However, both companies see the greatest area of expansion as supplying the likely substantial increase in demand for electric powered motorcycles and scooters and P&H, with its powerful market position and highly extensive database of motorcycle clients and enthusiasts, is best placed to capitalize on the forthcoming transition from conventional bikes to electric power.
P&H has net assets of just over C$1.7m including freehold property valued at C$4.25m sited near London Gatwick and is an ideal location for servicing the expected fast growth in EV demand.
Despite the pandemic P&H is currently profitable on a month to month basis and expects to generate net annual profit of not less than C$425,000 in 2021.
On completion Staminier will pay to the Vendor
(a ) C$255,000 cash
(b) one million Greenbank Capital Inc common shares
(c) C$935,000 of Staminier non-voting Convertible Preference Shares with the right to convert into GreenBank common shares between the 1st of July, 2021 and the 31st December, 2021 at a price equal to the closing price of GreenBank common shares on 30th June 2021, subject to a maximum of 2,750,000 GreenBank common shares
(d) C$850,000of Staminier non-voting Second Tranche Convertible Preference Shares convertible into 1m GreenBank common shares at C$0.85per common share any timeafter three years from the date of Completionsubject to the Vendor’s continued employment for a period of three years from the date of Completion
(e) Cash equivalent to two times the audited net pre-tax profits of P&H in the twelve month period to 31stDecember 2021, payable in two equal payments. The first payment being due within 3 months of P&H’s audit completion date of the 31stDecember 2021 accounts and the second payment due on the third anniversary of Completion subject to the Vendor’s continued employment for a period of three years from the date of Completion.
Commenting on the transaction David Lonsdale, CEO of GreenBank Capital, said, “One of our 6 key declared value drivers is to acquire progressively larger established and successful companies; we are delighted to say that the acquisition of P&H by Staminier not only fulfils that criteria but also provides an ideal launch pad into the fast growing and highly exciting EV market”.
Paul Searle, Vendor and MD of P&H, said, “We are delighted to become part of the Staminier group and the wider collaboration with GreenBank Capital Inc, the dynamic next generation merchant bank as we build out the P+H growth story in the years to come. I agreed to accept the bulk of the consideration for P&H, my life’s work, in shares because I am fully persuaded by the exceptional growth potential of the combined businesses”.
GreenBank is a next generation merchant banking business that has a flexible low-cost overhead structure designed to help the business grow exponentially.
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