Hydrogen Group Plc (“Hydrogen” or the “Company”)
Proposed acquisition of the Argyll Scott Group, proposed Board appointment and Notice of General Meeting and Notice of AGM
Hydrogen (AIM: HYDG), the global specialist recruitment group, announces that it has entered into a conditional agreement to acquire the entire issued share capital of Argyll Scott (Holdings) Limited for £3.3 million through the issue of the 9,034,110 Consideration Shares representing approximately 27.4 per cent. of the Enlarged Share Capital. Hydrogen will subsequently acquire the Minority Interests in separate tranches up to April 2021 to be satisfied by payment in cash and/or through the issue of new Ordinary Shares. Further details are set out below.
The Argyll Scott Group was founded in 2009 and recruits for contract, interim and permanent middle management positions across key business functions including accounting & finance, business transformation, marketing, sales and technology across APAC and EMEA.
Terms used in this announcement shall have the meanings given to them in a shareholder circular dated 9 May 2016, which will today be posted to all shareholders and is available to download on the Company’s website https://www.hydrogengroup.com/about-us/corporate-investors/
• Since its founding in 2009, the Argyll Scott Group has grown organically to 96 staff operating from offices in London, Dubai, Hong Kong, Singapore and Bangkok
• In January 2017 the Argyll Scott Group acquired the Hong Kong, Singapore and Kuala Lumpur based operations of Reed Specialist Recruitment Group further broadening its footprint in the APAC market and increasing the group’s headcount to 129
• The Group was listed in The Sunday Times “100 Best Companies to Work for” in 2016 and 2017
• The Argyll Scott Group will continue to trade under its own brand
Rationale and benefits
• Accelerate the Company’s growth through immediate expansion of its presence in APAC
• Generate increased economies of scale and realise synergies through the alignment of internal IT systems, procedures and processes
• Diversification of customer revenue concentration within the Enlarged Group and increase the proportion of NFI from outside the UK to greater than 50%
• Opportunity for further value creation:
o Leverage Hydrogen’s investment in digital marketing and infrastructure
o Enlarged APAC presence will increase proximity to a broader candidate base to service clients
o Increase the complementary skills of Hydrogen and Argyll Scott and increased resources will enable the Enlarged Group to compete more effectively
Proposed Board appointment
Conditional on completion of the Acquisition, John Hunter (currently the CEO of Argyll Scott) will join the Board of the Enlarged Group as an Executive Director and will be responsible for further developing the Enlarged Group’s businesses in APAC and the US. Ian Temple will continue in his capacity as Chief Executive Officer of the Enlarged Group and will retain primary responsibility for defining the Group’s strategy.
Irrevocable undertakings to support the Acquisition
The Company has received irrevocable undertakings to vote in favour of the Resolution to be tabled at the General Meeting from Directors and certain Shareholders who hold, or are interested in, an aggregate of 14,645,510 Existing Ordinary Shares, representing approximately 61.2 per cent. of the Company’s current issued share capital.
Notice of Annual General Meeting (“AGM”) and General Meeting to approve the Acquisition
The Directors do not currently have the authority required under the Act in order for them to allot the Consideration Shares pursuant to the Acquisition Agreement. Accordingly, the Directors are seeking authority at the General Meeting to allot the Consideration Shares in order to implement the Acquisition. Set out at the end of this document is a notice convening the General Meeting to be held at the offices of Hydrogen Group plc, 30 Eastcheap, London, EC3M 1HD on 2 June 2017 at 8.05 a.m., at which the Resolution will be proposed.
In addition, the Company has today posted its notice of AGM to be held at the same address and immediately prior to the General Meeting on 2 June 2017 at 8.00 a.m.
Ian Temple, CEO of Hydrogen, commented:
“I look forward to welcoming the Argyll Scott Group to Hydrogen. This acquisition will rapidly expand Hydrogen’s presence in Asia through broadening our contact base in order to leverage new and existing relationships to ensure the business continues to find the highest calibre candidates for our clients. In addition we expect the acquisition to provider a number of synergy benefits through the alignment of internal procedures and the dilution of central costs. I thank our existing shareholders for their support of the transaction. Over the course of the following months we will work hard to fully integrate the Argyll Scott Group to Hydrogen to ensure the full benefits of the acquisition are realised for our shareholders.”
John Hunter, CEO of the Argyll Scott Group, commented:
“I have known Ian for over 15 years and it has been a pleasure working with him to agree terms that will benefit both our businesses and our employees. By joining the Hydrogen Group, Argyll Scott will be able to accelerate its growth plans, access the fast growing APAC contract market and offer greater career opportunities for its people.”
Hydrogen Group plc – 020 7090 7702
Ian Temple, CEO
Stephen Puckett, Chairman
Shore Capital (Financial Adviser, Nominated Adviser and Broker) – 020 7408 4090