TIDMGTLY
RNS Number : 9687T
Gateley (Holdings) PLC
09 July 2018
9 July 2018
Gateley (Holdings) Plc
('Gateley' or the 'Company' or the 'Group')
Acquisition of Kiddy & Partners
Gateley (Holdings) Plc (AIM:GTLY), the law-led professional
services group, is pleased to announce the acquisition of Kiddy
& Partners ("Kiddy").
Kiddy is a leading firm of Human Capital consultants
specialising in assessment, talent management and leadership
development. From its London base, the business partners with
leading organisations in the UK and operates internationally in 25
cities across five continents. Kiddy's client list spans 80 of the
FTSE Global 500 and 20 of the FTSE 100.
Kiddy will continue to trade under its existing name, with all
staff relocating to Gateley's London office. Kiddy is a profitable
and established business. In the year ended 31 December 2017 Kiddy
generated pro forma revenues from continuing operations of
GBP2,420,000 and operating profit of GBP213,000. The Board expects
the acquisition to be immediately earnings enhancing.
Background to Kiddy & Partners
Established in 1972, Kiddy is a leader in its field delivering a
comprehensive set of Human Capital consultancy services to
businesses looking to improve the performance of their leaders and
senior managers. Services include Assessment & Talent
Management - executive assessment for Boards considering change,
assessment of high-potential senior executives for development,
management team due diligence and post-M&A management
assessment; and Leadership Development - designing and delivering
bespoke programmes to enable senior leaders to adapt and be
successful in the context of their strategy and changing operating
environment.
Terms of the acquisition
Under the terms of the acquisition, Gateley will acquire the
business and assets of Kiddy & Partners LLP into a new 100%
subsidiary of the Company. The initial consideration payable on
completion will be approximately GBP850,000 settled 50% in cash and
50% by the issuance of 251,207 Ordinary Shares of 10 pence each in
Gateley ('Ordinary Shares'). Deferred consideration of up to
approximately GBP2,150,000 is based on a multiple of 4.5x EBITDA in
respect of the post-completion period up to and including 30 April
2021. Deferred consideration will also be settled 50% in cash and
50% in Ordinary Shares. The maximum consideration payable cannot
exceed GBP3,000,000. The acquisition is being made on a net working
capital neutral basis.
Acquisition rationale
In September 2017, Gateley launched its Global Mobility service
line. Global Mobility encompasses the management of employees on
international assignments, covering a mix of employment law,
immigration advice, international HR and tax and social security
planning. It provides client support in a variety of areas,
including, offshoring and nearshoring, Brexit planning and
individual senior executive cross-border relocations. The
acquisition of Kiddy significantly broadens the Group's Employment
and People Services offering, now including legal advice and
strategic consultancy across assessment, selection, management and
development, both domestically and in relation to an employer's
international business strategy.
Commenting on the acquisition, Michael Ward, Chief Executive
Officer of Gateley said: "This acquisition significantly broadens
and strengthens our Employment and People Services offering. There
will be clear opportunities for us to collaborate and deliver
integrated advice and services to a broader set of large-scale
employers and across a wide range of industries. Kiddy represents
our first acquisition in the Human Capital sector, which when put
alongside Global Mobility and our Entrust pension trustee
operation, moves our business forward, offering employers a range
of legal and consultancy services as their businesses require. This
acquisition is in line with our stated plan and follows similar
progress made in our Real Estate group where high-value, niche,
chartered surveying services now sit-alongside and complement our
core legal offering."
Commenting on the acquisition, Simon Brittain, Managing Partner
of Kiddy & Partners said: "We have a reputation as leaders in
our field, providing specialist services that focus on commercial
outcomes and we are excited to be joining Gateley who are
like-minded and forward-thinking in their approach.
We understand the importance of investing in people; it's what
our business is about. We are delighted to join Gateley whose
business is also built on this key driver, investing in its people
by aligning their interests with those of the business, and
creating a modern and growing organisation in which they can
thrive. We're excited about the opportunities that working with the
wider Gateley Group will bring."
As set out above, 251,207 Ordinary Shares are to be issued in
connection with the acquisition of Kiddy. Application has been made
to the London Stock Exchange for the Ordinary Shares to be admitted
to trading on AIM ("Admission"). It is expected that Admission will
take place at 8.00 a.m. on 12 July 2018.
The new Ordinary Shares will rank pari passu with the existing
Ordinary Shares in issue. Following Admission, Gateley's total
issued share capital will comprise 108,435,765 Ordinary Shares.
This number may be used by shareholders in Gateley as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of Gateley under the FCA's
Disclosure Guidance and Transparency Rules.
- Ends -
Enquiries:
Gateley (Holdings) Plc
Neil Smith, Finance Director +44 121 234 0196
Nick Smith, Acquisitions Director and Head of
Investor Relations +44 20 7653 1665
Cara Zachariou, Head of Communications +44 121 234
0074 or
+44 7703 684
946
Cantor Fitzgerald Europe - Nominated adviser
and broker +44 20 7894 7000
David Foreman, Marc Milmo, Michael Boot (Corporate
Finance)
Caspar Shand Kydd, Alex Pollen (Sales)
Arden Partners- Broker
John Llewellyn-Lloyd, Benjamin Cryer (Corporate
Finance) +44 20 7614 5900
James Reed-Daunter (Corporate Broking)
IFC Advisory - Financial PR adviser +44 20 3934 6630
Tim Metcalfe, Miles Nolan
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon publication of
this announcement, this information is now considered to be in the
public domain.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
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