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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Hat Pin | LSE:HTP | London | Ordinary Share | GB0030348576 | ORD 2.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 33.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
Acquisition and Placing NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, IRELAND OR JAPAN. 26 July 2007 HAT PIN PLC ('HAT PIN' OR THE 'COMPANY') £6.9 MILLION ACQUISITION OF EXECUTIVE ACCESS INDIA, A LEADING INDIAN SEARCH FIRM PLACING OF 5,500,000 NEW HAT PIN ORDINARY SHARES AT 100 PENCE PER NEW ORDINARY SHARE TRADING UPDATE - POSITIVE PERFORMANCE IN LINE WITH EXPECTATIONS Hat Pin, the human resources group operating through the market-leading brands Akamai Financial Markets, Saxton Bampfylde Hever and The Talent Business, today announces the acquisition of Executive Access (India) Pte. Ltd. ("Executive Access India"), a leading executive search firm in India, and updates the market on first half trading and current prospects. Hat Pin will pay a maximum consideration of £6.9 million in a mixture of cash and shares for Executive Access India. Executive Access India, which operates across the financial services, technology, corporate, academia and not-for-profit sectors, has a well-established, blue chip client base and operational diversity that will fully complement existing Hat Pin businesses. Transaction Highlights * In line with Hat Pin's stated growth strategy; * A leading Indian senior-level search firm; * Accesses the exciting talent pool in the vibrant, burgeoning Indian economy; * Committed, ambitious and highly regarded management team; * Delivers further diversification of the group's revenues; * Placing of new Hat Pin shares to raise £5.5 million; * Earnings enhancing in its first full year of ownership (see note 1). Interim Group Trading Update * Start of the year momentum maintained; * Akamai Financial Markets successfully opened Japan office; * Saxton Bampfylde Hever significantly increased its consultant numbers with the appointment of the KPMG executive search team; * Kendall Tarrant Worldwide re-branded as The Talent Business and new operations established in Singapore; * On track to meet expectations. Commenting on the acquisition and trading update, Angela Campbell-Noë, Chief Executive of Hat Pin plc, said: "Executive Access India is one of the pre-eminent executive search firms in India with an outstanding track record. I am delighted that we are able to extend our network into such a key, fast-growing marketplace with one of the most talented and ambitious teams. "Our existing businesses have maintained the momentum from the start of the year, with strong forward order books and high levels of activity, and the group remains on track to meet expectations for the year." For further information please contact: Hat Pin plc +44 (0)20 7438 8600 Angela Campbell-Noë, Chief Executive Paul Billett, Finance Director Arden Partners plc +44 (0)20 7398 1632 Richard Day/Steve Douglas The Hogarth Partnership +44 (0)20 7357 9477 Julian Walker NOTES TO EDITORS Hat Pin plc (www.hatpin.co.uk) Hat Pin primarily operates in the provision of human resource. The group currently operates globally through its three subsidiary brands - - the wholly-owned Akamai Financial Markets and The Talent Business, and the 70%-owned Saxton Bampfylde Hever: * Akamai Financial Markets (www.akamaifinancial.com) is a specialist international executive search firm concentrating in the financial services and financial markets arena, with leading positions in London, Hong Kong, Singapore and Tokyo. * Saxton Bampfylde Hever (www.saxbam.com) is a premium brand in the executive search industry both in the private sector - where it has an extensive track record in boardroom and senior management appointments - and in the public and not-for-profit sectors - as a leading adviser on senior appointments in higher education, central government, charities and the arts. * The Talent Business (www.thetalentbusiness.com) is the leading global specialist in marketing communications talent. Formerly known as Kendall Tarrant Worldwide, The Talent Business has offices in London, New York, San Francisco, Hong Kong, Shanghai and Singapore. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, IRELAND OR JAPAN. 26 July 2007 HAT PIN PLC ('HAT PIN' OR THE 'COMPANY') £6.9 MILLION ACQUISITION OF EXECUTIVE ACCESS INDIA, A LEADING INDIAN SEARCH FIRM PLACING OF 5,500,000 NEW HAT PIN ORDINARY SHARES AT 100 PENCE PER NEW ORDINARY SHARE TRADING UPDATE - POSITIVE PERFORMANCE IN LINE WITH EXPECTATIONS Introduction Hat Pin, the human resources group operating through the market-leading brands Akamai Financial Markets, Saxton Bampfylde Hever and The Talent Business, today announces the acquisition of Executive Access (India) Pte. Ltd. ("Executive Access India"), a leading executive search firm in India, and updates the market on first half trading and current prospects. Hat Pin will pay a maximum consideration of £6.9 million in a mixture of cash and shares for Executive Access India. Of the consideration, £6.5 million is payable on completion, with an additional £0.4 million payable on the basis of Executive Access India's profitability over the period to 31 December 2008. The consideration is payable in cash and shares and is being funded in part by way of a placing of 5,500,000 new Ordinary Shares in Hat Pin at 100 pence per share (the 'Placing') to raise £5.5 million before expenses, with the balance of the consideration being funded by the issue of new Ordinary Shares. Executive Access India Established in Mumbai in 1995, Executive Access India is a leading search firm in India, which operates across the financial services, technology, corporate, academia and not-for-profit sectors. Executive Access India has a well established, blue chip client base and operational diversity that will fully complement existing Hat Pin businesses. Executive Access India was specifically founded to access leadership in India and, in its first year of operation, it placed the highest-paid female executive in India. Executive Access India completed its 100th search in India in 1998, its 500th search in 2004 and, in the 2006/07 financial year the firm placed 179 candidates and grew its existing client base by 62. To date, Executive Access India has placed over 900 top-ranking candidates in more than 150 corporations. Since 2005, Executive Access India has had the largest team and number of offices amongst search firms in India, with five offices and 62 staff (27 consultants, 23 researchers and 12 support staff). Having opened up its first office in Mumbai, Executive Access India has strategically managed the expansion from its Delhi base (opened in 2000), developing its geographic footprint with a roll-out plan involving new offices in Bangalore (2000), Chennai (2004) and Pune (2005). In 1999 Executive Access India developed its proposition with the creation of Career Access, a new division specifically designed to service the needs of the middle management level of its existing client base. In 2003, Executive Access India pioneered the concept of a performance-linked clause to the search fee called Total Accountability, which has become an industry benchmark. For the year ended 31 March 2007, audited accounts of Executive Access India showed a turnover of £3.2 million and a profit before tax of £1.4 million. In the three years to 31 March 2007 Executive Access India had a compound annual turnover growth rate of 62 per cent. As at 31 March 2007 Executive Access India had net assets of £1.9 million. Not only does India offer a well-educated workforce but its more than one billion strong inhabitants live in an economy expected to grow at nine per cent per annum. The country also benefits from increasing inward international investment and has a GDP of more than $4 trillion. Acquisition Rationale The acquisition of Executive Access India is expected to be earnings enhancing in the first full year of ownership (see note 1). As a market-leading operator in India, Executive Access India will not only provide access to one of the most exciting talent pools available in its own right, but the firm will also provide complementary opportunities across Hat Pin's three existing brands. Executive Access India's committed, ambitious and highly regarded management team will continue to develop the business in their existing roles, with Ranjan Marwah, Executive Access India's founder, taking the title non-executive Chairman. Additionally, the transaction: * delivers on Hat Pin's stated strategy of supplementing the Group's organic growth with targeted, market-leading quality acquisitions; * underlines the Company's position as an AIM-listed consolidator within the recruitment industry; * further diversification of the group's revenues, both on a sector and a geographic basis; * expands the geographic footprint of the group, providing greater access to the vibrant burgeoning Indian economy; * provides access to growing Indian businesses expanding internationally; * enhances group cash flows. Through its Asian operations and the existing trading relationship between Akamai and Executive Access India, Hat Pin recognises the potential of the Indian market and is pleased to have identified a well-established market-leading business of substance on the Continent with such a committed and influential management team. Principal terms and conditions of the Acquisition Hat Pin has acquired 100 per cent of the issued share capital of Executive Access India on a cash-free, debt-free basis for a maximum consideration of £6.9 million. Of the consideration, £6.5 million is payable on completion, with an additional £0.4 million payable on the basis of Executive Access India's profitability over the period to 31 December 2008. Under the terms of the acquisition agreement, £5.5 million will be paid in cash, with the balance being satisfied by the issue of 955,600 new Ordinary Shares at 101.6 pence per share, being the average mid-market closing price of a Hat Pin ordinary share in the ten business days prior to 25 July 2007 (the 'Issue Price'). The new Ordinary Shares will be the subject of an eighteen month lock-in restriction. The Placing Pursuant to the Placing, which has been arranged by Arden Partners plc ('Arden') as agents for the Company, 5,500,000 new Ordinary Shares have been conditionally placed with institutional and other investors at 100 pence per new Ordinary Share. The placing price of 100 pence per new Ordinary Share represents a discount of 1 per cent. to the closing middle market price of 101 pence per Ordinary Share at the close of business on 25 July 2007, being the last business day prior to this announcement. The new Ordinary Shares issued pursuant to the Placing represent approximately 22.4 per cent. of the Company's existing issued share capital and approximately 17.7 per cent. of the Company's issued share capital immediately following the Placing and completion of the Acquisition. The new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares. The Placing, which utilises the authority given to the board at the last annual general meeting to issue Ordinary Shares for cash, has been fully underwritten by Arden and is conditional upon, inter alia, the admission of the new Ordinary Shares to trading on AIM ('Admission'). Accordingly, application has been made to the London Stock Exchange for the new Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the new Ordinary Shares will commence on AIM on the 1 August 2007. Completion of the Acquisition will take place as soon as possible thereafter. Directors' participation in the Placing As part of the Placing, Terry Hitchcock (non-executive Chairman) has subscribed for 100,000 new Ordinary Shares at 100 pence per share. This subscription is being carried out on the same terms as the Placing. Following this subscription, Terry Hitchcock will be beneficially interested in 1,726,667 ordinary shares of 2.5 pence each, representing 5.6 per cent. of the Company's enlarged issued share capital. In addition, Angela Campbell-Noë has subscribed for 50,000 new Ordinary Shares, Paul Billett has subscribed for 15,000 new Ordinary Shares, Stephen Bampfylde has subscribed for 20,000 new Ordinary Shares and Peter Walker has subscribed for 30,000 new Ordinary Shares, all at 100 pence per share on the same terms as the placing. Following this subscription, Angela Campbell-Noë will be beneficially interested in 182,623 ordinary shares of 2.5 pence each, representing 0.6 per cent. of the Company's enlarged issued share capital, Paul Billett will be beneficially interested in 49,049 ordinary shares of 2.5 pence each, representing 0.2 per cent. of the Company's enlarged issued share capital, Stephen Bampfylde will be beneficially interested in 2,363,127 ordinary shares of 2.5 pence each, representing 7.6 per cent. of the Company's enlarged issued share capital, and Peter Walker will be beneficially interested in 260,000 ordinary shares of 2.5 pence each, representing 0.8 per cent. of the Company's enlarged issued share capital. Arden, which is authorised and regulated by the Financial Services Authority and is a member of the London Stock Exchange, is acting exclusively for Hat Pin in connection with the Placing and is not acting for any other person other than Hat Pin and will not be responsible to any person other than Hat Pin for providing the protections afforded to its customers or for providing advice on the transactions or arrangements referred to in this announcement. Current Trading & Prospects Akamai Financial Markets, Saxton Bampfylde Hever and The Talent Business have maintained the momentum from the start of the year, with positive forward order books and high levels of activity: * New offices have been successfully opened in Japan (Akamai) and Singapore (The Talent Business); * Saxton Bampfylde Hever has significantly increased its consultant numbers with the appointment of the KPMG executive search team; * Kendall Tarrant Worldwide has significantly enhanced its New York operation and was re-branded globally as The Talent Business last month. Additionally, the Board continues actively to pursue acquisition opportunities that it believes will both complement the existing business portfolio and further diversify group dependence on any one business sector or geographic region. Overall, the group remains on track to meet trading expectations for the current year and will announce Interim results on Tuesday, 25 September 2007. Note 1. Nothing in this announcement should be construed as a profit forecast or be interpreted to mean that the future earnings per share or profits of Hat Pin will necessarily be greater than the historic published earnings per share. - ---END OF MESSAGE---
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