Servoca Regulatory News (SVCA)

28 Dec 2005 07:01

Multi Group PLC28 December 2005 Multi Group Plc Acquisition of Global Medics Limited, Placing and Board Appointment Multi Group plc ("Multi"), the specialist recruitment group, is today pleased toannounce that it has conditionally agreed to acquire the entire issued sharecapital of Global Medics Limited, a national provider of doctors on locum andsubstantive contracts to the NHS and private sector health providers, for amaximum consideration of £13.7 million. The deal is the fourth acquisitionMulti has made since March 2005 when it acquired Berry Recruitment HoldingsLimited. Under the AIM Rules, the acquisition is deemed to be a reverse take-over and asa consequence requires the approval of shareholders at an Extraordinary GeneralMeeting ("EGM"). The EGM is scheduled to take place on 23rd January 2006 and theCompany has received irrevocable undertakings from the holders of 55.7 % of itsissued share capital to vote in favour of the resolution to be put to themeeting. Global Medics Limited was founded in 2002 and focuses on placing consultants andsenior doctors on contracts with the NHS and private hospitals. The companyoperates out of offices in London and Yorkshire and also has a dedicatedrecruitment and accreditation office in South Africa, through which it sources ahigh proportion of its consultants and senior doctors. Turnover for the year to31 May 2005 was £9.3m (2004: £8.3m) and Profit before Taxation was £1.3m (2004:£1.1m). An initial consideration of £9.6m will be paid upon completion of theacquisition, with the balance of up to £4.1m deferred until finalisation of theGlobal Medics accounts for the year ended 31 May 2006 and conditional uponGlobal Medics having achieved certain agreed performance targets. The consideration will be satisfied by a mixture of Ordinary Shares, PreferenceShares and cash. The cash element will be funded from Multi's existingresources and from the £7 million of new debt facilities provided by theCompany's bankers. A proportion of the cash consideration will be met from the proceeds of aplacing of 100,000,000 Ordinary Shares at a price of 1.5 pence per share,completed on 23 December 2005 ("the Placing"). As part of the Placing, Southwind Limited, a substantial shareholder in theCompany, subscribed for 59,516,667 Ordinary Shares. The directors of Multiconsider, having consulted with the Company's nominated adviser, CorporateSynergy Plc, that the terms of the Placing are fair and reasonable insofar asshareholders are concerned. Following the Placing, Southwind Limited will beinterested in an aggregate 225,304,524 Ordinary Shares, representing 53.0 percent. of the then issued share capital of the Company. Application has been made for the 100,000,000 Ordinary Shares the subject of thePlacing to be admitted to trading on AIM with effect from 30 December 2005 andwill be made, subject to the approval of the resolution at the EGM, for theentire issued ordinary share capital of the Company to be readmitted to tradingon AIM on 24 January 2006. Justyn Randall, Global Medic's founder, is to join Multi's main board uponcompletion with responsibility for the day to day operations of the Group'smedical businesses. Justyn is a widely respected figure in the staffingindustry and brings with him over 10 years' direct recruitment experience. Commenting on the acquisition Oliver Cooke, Multi's Chairman, said "The completion of this acquisition is the next step in the Directors' 'buy andbuild' strategy. Global Medics is a successful growth company, operating withinone of our target niche markets and we are delighted to welcome it into theGroup. I am also pleased to welcome, Justyn Randall, to Multi's main board todrive the growth of this important division. "We began 2005 as a cash shell and will now enter 2006 as a substantial Groupfocused on the Medical and Care sectors where expenditure on temporary staffingremains high and is anticipated to grow." Current and previous directorships held by Justyn Randall (30): Current Directorships Past DirectorshipsGlobal Medics Limited Alexander McCann LimitedDoctors on Call Limited Alexander McCann TSP Limited Save for the information disclosed above there is no other information falling to be disclosed under schedule two, paragraph (g) of the AIM Rules. Mr Randall will be appointed as a director from Admission on an annual salary of£100,000. He will be entitled to a bonus, pension contributions and privatemedical insurance and his contract may be terminated on the giving of sixmonths' notice by either party. Enquiries to: Oliver Cooke, ChairmanMulti Group Plc Tel: 08701 602 901 William Vandyk, DirectorCorporate Synergy Plc Tel: 020 7448 4400 Emma Kane/Miranda GoodRedleaf Communications Ltd Tel: 020 7955 1410 This information is provided by RNS The company news service from the London Stock Exchange