TIDMPCL
RNS Number : 4289R
Pinnacle Staffing Group PLC
20 August 2010
Pinnacle Staffing Group PLC
("Pinnacle" or the "Company")
Proposed Disposal of Agency Nursing and Medical Services businesses
Adoption of Investing Policy
and
Notice of General Meeting
HIGHLIGHTS
+--+----------------------------------------------------------+
| -| The Company has conditionally agreed the proposed |
| | disposal of its Agency Nursing and Medical Services |
| | business to Arabella Health Staffing Limited, a |
| | wholly-owned subsidiary of Ambition Recruitment Services |
| | Limited and part of the A24 Group, for a total cash |
| | consideration of GBP2.75 million. |
| | |
+--+----------------------------------------------------------+
| -| The Directors believe that the Disposal is the optimum |
| | strategy to maximise and preserve Shareholder value. The |
| | intention after the Disposal is to re-focus the Company |
| | on its doctors recruitment businesses, together with |
| | compliance monitoring services in line with the |
| | Investing Policy. |
| | |
+--+----------------------------------------------------------+
| -| The Company is today posting to Shareholders a Circular |
| | setting out the reasons for and the principal terms of |
| | the Disposal, details of the Company's proposed |
| | Investing Policy following completion of the Disposal |
| | and including the notice of the General Meeting seeking |
| | the approval of Shareholders to the Disposal and the |
| | adoption of the Investing Policy. |
| | |
+--+----------------------------------------------------------+
| -| The General Meeting will take place at 10.00 a.m. on 6 |
| | September 2010 at the offices of Eversheds LLP, One Wood |
| | Street, London EC2V 7WS. |
| | |
+--+----------------------------------------------------------+
| -| Shareholders who are interested, in aggregate, in |
| | 51,567,103 Ordinary Shares, representing approximately |
| | 55.67 per cent. of the Company's issued share capital, |
| | have irrevocably undertaken to vote in favour of the |
| | Resolutions. |
| | |
+--+----------------------------------------------------------+
| -| The Company confirms that, following the announcement on |
| | 15 January 2010, all parties with whom the Company was |
| | in discussions with regard to a possible offer for the |
| | entire issued and to be issued share have withdrawn |
| | their interest in making such an offer and, accordingly, |
| | the Company is no longer in an offer period for the |
| | purposes of the City Code on Takeovers and Mergers. |
+--+----------------------------------------------------------+
Tom Charlton, Executive Chairman of Pinnacle, commented:
"The Board believes the disposal of Pinnacle's Agency Nursing and Medical
Services businesses to A24 Group is the best way forward for the Company and its
shareholders.
Pinnacle's Nursing and Medical Services businesses have performed significantly
below budget in the year to date. We believe that A24 Group is pre-eminently
placed to re-position BNA and integrate our other brands into its operations.
Following completion of the Disposal we are proposing an investing policy to
invest further in our retained doctors business to grow it organically and by
making selected bolt-on acquisitions. This is a sector of the medical
recruitment industry which is due for consolidation and where we have an
experienced management team."
Terms and definitions used in this announcement shall have the meaning given in
Appendix I of this announcement unless the context requires otherwise
For further information, please contact:
+------------------------------+------------------------------+
| Pinnacle Staffing Group plc | Tel: 01582 395900 |
+------------------------------+------------------------------+
| Tom Charlton, Executive | |
| Chairman | |
+------------------------------+------------------------------+
| David Hope, Finance Director | |
| & Chief Operating Officer | |
+------------------------------+------------------------------+
| | |
+------------------------------+------------------------------+
| Brewin Dolphin Limited | Tel: 0845 213 1000 |
+------------------------------+------------------------------+
| Matt Davis | |
+------------------------------+------------------------------+
| Neil McDonald | |
+------------------------------+------------------------------+
Pinnacle Staffing Group PLC
("Pinnacle" or the "Company")
Proposed Disposal of Agency Nursing and Medical Services businesses
Adoption of Investing Policy
and
Notice of General Meeting
+--+--+------------------------------------------------------+
| 1.| Introduction |
| | |
| | The Company announces that it has entered into a |
| | conditional agreement for the sale of the Business to |
| | AHS, a subsidiary of Ambition Recruitment Services |
| | Limited and part of the A24 Group, for a total cash |
| | consideration of GBP2.75 million. |
| | |
| | Completion of the Disposal would result in a |
| | fundamental change of business of the Company under |
| | Rule 15 of the AIM Rules. Accordingly, completion of |
| | the Disposal is conditional on the approval of |
| | Shareholders at the General Meeting. |
| | |
| | Following completion of the Disposal, the Company will |
| | be classified under the AIM Rules as an investing |
| | company. Accordingly, the Investing Policy of the |
| | Company going forward, details of which are set out in |
| | paragraph 7 below, is also subject to the approval of |
| | Shareholders at the General Meeting. The Company will |
| | be required to make an acquisition or acquisitions |
| | which constitute a reverse takeover under the AIM Rules |
| | or otherwise implement its Investing Policy within 12 |
| | months of completion of the Disposal, failing which, |
| | the Company's Ordinary Shares would then be suspended |
| | from trading on AIM. |
| | |
| | A circular setting out further details of the Disposal |
| | and the Investing Policy and including the notice of |
| | the General Meeting (the "Circular") is today being |
| | posted to Shareholders and will also be available at |
| | the Company's website |
| | (www.pinnacle-staffing-group.co.uk). |
| | |
| | A notice convening a General Meeting for 10.00 a.m. on |
| | 6 September at the offices of Eversheds LLP, One Wood |
| | Street, London EC2V 7WS to consider the Resolutions is |
| | set out at the end of the Circular. |
| | |
| | Shareholders who are interested, in aggregate, in |
| | 51,567,103 Ordinary Shares, representing approximately |
| | 55.67 per cent. of the Company's issued share capital, |
| | have irrevocably undertaken to vote in favour of the |
| | Resolutions. |
| | |
| | Set out below is further information in relation to the |
| | Disposal and the Continuing Group's proposed Investing |
| | Policy following completion of the Disposal. |
| | |
| | The Company confirms that, following the announcement |
| | on 15 January 2010, all parties with whom the Company |
| | was in discussions with regard to a possible offer for |
| | the entire issued and to be issued share have withdrawn |
| | their interest in making such an offer and, |
| | accordingly, the Company is no longer in an offer |
| | period for the purposes of the City Code on Takeovers |
| | and Mergers. |
| | |
+--+---------------------------------------------------------+
| 2.| Background to and reasons for the Disposal |
| | |
| | It was announced on 15 January 2010 that the Company |
| | was undertaking a strategic review to assess how best |
| | to deliver shareholder value. Since that date, the |
| | Board has devoted considerable time and energy in |
| | considering the Company's strategic options and holding |
| | discussions with interested third parties. As part of |
| | the review, the Board has examined the current trading |
| | performance of the Group and has assessed where its |
| | strengths and weaknesses lie. |
| | |
| | The Group's nursing division has continued to |
| | experience difficult trading since the introduction of |
| | the new National Frameworks for Agency Nursing in |
| | October 2009. Some BNA branches have encountered strong |
| | demand from NHS organisations and have seen their |
| | turnover grow, limited only by the number of available |
| | nurses. Other branches have lost business either due to |
| | competition or to local restrictions on NHS hospitals |
| | using agency nursing staff. Those BNA branches with an |
| | emphasis on providing continuing care in patients' |
| | homes have fared relatively well and generated |
| | increased commission. Demand from nursing homes has |
| | shown a marked recovery enabling those branches which |
| | specialise in this area to do better than expected |
| | whereas branches which had industrial customers have |
| | seen business decline sharply. The overall effect of |
| | these divergent trends has been a wide variation in the |
| | performance of individual branches which has not been |
| | easy to manage effectively. It has also highlighted the |
| | inherent difficulty in trying to run a branch network |
| | where no two branches are alike in terms of customer |
| | base, demand or candidates. |
| | |
| | On the whole, in 2010, the Company has seen a modest |
| | reduction in NHS spending on agency nursing from 2009 |
| | levels. However, this masks large regional variations. |
| | In addition, there has been a move by the NHS to book |
| | shifts with substantially reduced advance notice. BNA |
| | has found it particularly challenging to manage the |
| | impact of this trend towards last minute bookings. BNA |
| | is a low-cost provider of agency nurses with fairly |
| | standard industry pay rates, and therefore many of its |
| | temporary workers wish to be told of their week's |
| | shifts in advance rather than waiting to fill |
| | individual shifts at short notice or indeed not |
| | working. The change in the pattern of shift booking by |
| | the NHS towards shorter notice has consequently |
| | impacted on BNA's ability to offer its workers the |
| | consistent and regular work that many of them seek. The |
| | Company's specialist brands, Mayfair and Grosvenor, |
| | have fared even worse with substantial declines in |
| | their turnover in the year to date due to budget |
| | restrictions at the leading hospitals which they |
| | supply. The Medical Services division has seen revenues |
| | remain on a downward trend due to the lack of suitable |
| | new candidates. |
| | |
| | BNA has been rationalising its branch network over the |
| | last few months to concentrate on fewer, larger |
| | branches and this has been beneficial with improved |
| | operating efficiencies. Nevertheless, the commission |
| | generated by the remaining branches remains |
| | insufficient to cover the central cost structure of the |
| | business. Looking at the Group's other nursing and |
| | Medical Services brands, they have suffered from a long |
| | period of under-investment and are now poorly |
| | positioned to compete in the market place. The |
| | prospects of any significant improvement under |
| | Pinnacle's ownership are remote as the Group lacks the |
| | expertise, candidate pipelines and financial resources |
| | which would be required to rebuild them to their former |
| | glories. |
| | |
| | The Board's aim was to solicit a cash offer for the |
| | Company which reflected the value of the Group's |
| | brands, growth potential and strategic position in the |
| | industry. However, despite the Company's significant |
| | share of the agency nursing market and the valuable |
| | trading name, 'The British Nursing Association', |
| | several potential buyers were deterred by the |
| | liabilities associated with BNA's ownership of a |
| | national branch network combined with the Group's |
| | deteriorating financial performance. |
| | |
| | The Board concluded that BNA needed to be part of a |
| | group with the management capabilities, financial |
| | strength and industry presence to take on the branch |
| | network of BNA and absorb the other brands into its |
| | activities. The Board has therefore decided to accept |
| | an offer from AHS to purchase the Agency Nursing and |
| | Medical Services businesses for a consideration in cash |
| | of GBP2.75 million, subject to the approval of |
| | Shareholders at the General Meeting. The Board believes |
| | that A24 Group, with its leading position in supplying |
| | nurses and other medical staff to the NHS and other |
| | clients at short notice, is pre-eminently positioned to |
| | tackle the challenge of re-positioning BNA and |
| | incorporating the other brands into its existing |
| | operations. |
| | |
| | The Consideration represents a discount to the value of |
| | the goodwill, intangibles and other assets of the |
| | Business as stated in the balance sheet as at 3 January |
| | 2010 reflecting the current lack of profitability of |
| | the Business. |
| | |
| | The Company's unaudited management accounts for the |
| | Business for the 6 month period to 4 July 2010 show |
| | turnover of approximately GBP15.85 million and EBITDA |
| | of approximately GBP(0.57) million. Shortly after |
| | completion of the Disposal the Company will repay its |
| | bank borrowings under the invoice discounting facility |
| | which, as at 4 July 2010, stood at approximately |
| | GBP2.14 million. The Company will then collect the |
| | debts owed to it on its sales ledger, which, as at 4 |
| | July 2010, stood at approximately GBP4.95 million, and |
| | will settle outstanding liabilities. This is expected |
| | to result in a positive cash position by the end of the |
| | financial year to enable the Company to pursue its |
| | Investing Policy, further details of which are set out |
| | in paragraph 7 below. Following completion of the |
| | Disposal, it is expected that 117 employees will move |
| | to A24 Group, which constitutes all employees currently |
| | employed exclusively in the Business. |
| | |
| | The Directors believe that the Disposal is the optimum |
| | strategy to maximise and preserve Shareholder value. |
| | The intention after the Disposal is to re-focus the |
| | Company on its doctors recruitment businesses, together |
| | with compliance monitoring services in line with the |
| | Investing Policy. Following completion of the Disposal, |
| | the Group is expected to have net assets on an |
| | unaudited pro-forma basis of approximately GBP3.7 |
| | million. |
| | |
+--+---------------------------------------------------------+
| 3.| Information on the business and assets being disposed |
| | of |
| | |
| | The business and assets being disposed of include all |
| | the Agency Nursing and Medical Services businesses of |
| | the Company. These brands include: The British Nursing |
| | Association; Mayfair Specialist Nurses; Grosvenor |
| | Nursing Agency; Holt Medical Recruitment; Medic |
| | International (AHP and HSS); and Pinnacle Podiatry. |
| | |
| | The doctors recruitment businesses, comprising Medic |
| | International and Holt Doctors, together with the |
| | Compliance Company (GB) Ltd and the international |
| | nursing permanent placement business will be retained |
| | by the Company following completion of the Disposal. |
| | |
| | The businesses being sold had combined turnover for the |
| | 52 weeks ended 3 January 2010 of GBP35.10 million and |
| | EBITDA of GBP0.54 million. In the six months to 4 July |
| | 2010, the Company's unaudited management accounts show |
| | that the businesses being sold had combined turnover of |
| | approximately GBP15.85 million and EBITDA of |
| | approximately GBP(0.57) million. As at 4 July 2010, it |
| | is estimated that the businesses being sold had |
| | unaudited total assets of approximately GBP5.60 |
| | million. |
| | |
+--+---------------------------------------------------------+
| 4.| Information on the Purchaser |
| | |
| | AHS is a wholly-owned subsidiary of Ambition |
| | Recruitment Services Limited, which operates a number |
| | of medical staffing agencies, collectively known as the |
| | A24 Group. |
| | |
| | A24 Group, which is privately owned and operates on two |
| | continents, includes agency brands Ambition 24hours, |
| | Nursing Services, Locum Services and Arabella Health. |
| | It supplies locum doctors, agency nurses, AHPs and HCA |
| | care assistants to healthcare service organisations, |
| | including hospitals and primary care providers, prisons |
| | and care homes, insurance and other companies. A24 |
| | Direct is a home nursing agency, helping patients with |
| | personal and domestic tasks, and also offering |
| | specialist care from qualified nurses. |
| | |
| | A24 Group has interviewers based nationally and employs |
| | over 400 office staff, with 27,500 personnel on its |
| | books. |
| | |
| | Penny Streeter, OBE, founded Ambition Recruitment |
| | Services Limited in Sutton, Surrey, in 1996. It was one |
| | of the first UK nursing agencies to offer a 24-7, |
| | 365-day service. A24 Group has invested in advanced |
| | training and bespoke IT systems, developed by in-house |
| | teams, to meet both the needs of candidate agency staff |
| | and healthcare employers, consistently and safely. The |
| | agency is able to match requirements by job location, |
| | required candidate qualifications and work experience, |
| | at very short notice. |
| | |
+--+---------------------------------------------------------+
| 5.| Principal terms and conditions of the Disposal |
| | |
| | The respective parties have entered into and will enter |
| | into a number of documents in order to conclude the |
| | Disposal. A summary of the key terms of the material |
| | documents is set out in the Circular. |
| | |
+--+---------------------------------------------------------+
| 6.| Irrevocables |
| | |
| | The Company has received irrevocable undertakings to |
| | vote in favour of the Resolutions from Tom Charlton and |
| | David Hope, in respect of a total of 31,200,538 |
| | Ordinary Shares, representing approximately 33.68 per |
| | cent. of the issued share capital of the Company. |
| | |
| | In addition, the Company has received an irrevocable |
| | undertaking to vote in favour of the Resolutions from |
| | Schroder Investment Management Limited, in respect of a |
| | total of 20,366,565 Ordinary Shares, representing |
| | approximately 21.98 per cent. of the issued share |
| | capital of the Company. This undertaking will cease to |
| | be binding in various situations including in the event |
| | of an offer being made for the issued ordinary share |
| | capital of the Company or if Schroder Investment |
| | Management Limited ceases to have voting control or |
| | authority over the Ordinary Shares in question. |
| | |
| | The Company has therefore received irrevocable |
| | undertakings to vote in favour of the Resolutions in |
| | respect of a total of 51,567,103 Ordinary Shares, |
| | representing approximately 55.67 per cent. of the |
| | issued share capital of the Company. |
| | |
+--+---------------------------------------------------------+
| 7.| Investing Policy |
| | |
| | Following completion of the Disposal, the Company will |
| | seek to identify ways to create value for Shareholders |
| | through: |
| | |
+--+---------------------------------------------------------+
| | -| investing further by way of loan capital to its |
| | | doctors recruitment subsidiaries, Medic |
| | | International Limited and Holt Doctors Limited where |
| | | it holds 75 per cent. of the equity; |
| | | |
+--+--+------------------------------------------------------+
| | -| making acquisitions or new investments in companies |
| | | or businesses which supply doctors recruitment |
| | | services either in the UK or internationally; |
| | | |
+--+--+------------------------------------------------------+
| | -| making acquisitions or new investments in companies |
| | | or businesses which supply compliance monitoring |
| | | services or ancillary services such as occupational |
| | | health assessment services which are expected to be |
| | | complementary with the Company's existing |
| | | activities; and |
| | | |
+--+--+------------------------------------------------------+
| | -| making acquisitions or new investments in companies |
| | | or businesses which conduct recruitment business |
| | | other than in areas where the Company is restricted |
| | | by way of the Disposal Agreement for a period of two |
| | | years. |
| | | |
+--+--+------------------------------------------------------+
| | The principal features of the proposed Investing Policy |
| | are summarised below: |
| | |
+--+---------------------------------------------------------+
| | a)| The Directors may choose to modify or amend the |
| | | Investing Policy, but may not do so in a manner that |
| | | would materially change the overall objective of the |
| | | existing Investing Policy. |
| | | |
+--+--+------------------------------------------------------+
| | b)| The Directors will adopt a main strategy of seeking |
| | | suitable acquisition and investment opportunities |
| | | within the doctors recruitment industry by means of |
| | | the connections and expertise of the experienced |
| | | management team of its doctors recruitment |
| | | subsidiaries in identifying and conducting such |
| | | acquisitions and may also engage advisers and |
| | | intermediaries to source suitable opportunities |
| | | |
+--+--+------------------------------------------------------+
| | c)| The Directors will adopt a secondary strategy of |
| | | seeking suitable acquisition and investment |
| | | opportunities within the compliance monitoring and |
| | | occupational health services industries and in other |
| | | areas of recruitment by means of the connections and |
| | | expertise of the Directors in identifying and |
| | | conducting such acquisitions and may also engage |
| | | advisers and intermediaries to source suitable |
| | | opportunities. |
| | | |
+--+--+------------------------------------------------------+
| | d)| Investment and acquisitions carried out by the |
| | | Company may involve the acquisition of substantial |
| | | interests in the business and assets that are to be |
| | | acquired, combined with the introduction of new |
| | | directors who will continue to have executive |
| | | responsibility for the management of those |
| | | businesses and assets. |
| | | |
+--+--+------------------------------------------------------+
| | e)| It is likely that the Company will make a series of |
| | | acquisitions of businesses and assets that are to be |
| | | combined within either the doctors recruitment |
| | | division or the compliance monitoring division. |
| | | |
+--+--+------------------------------------------------------+
| | f)| The Directors expect to retain all investments and |
| | | acquisitions carried out in accordance with the |
| | | Investing Policy for the longer-term to derive |
| | | maximum benefit therefrom. |
| | | |
+--+--+------------------------------------------------------+
| | g)| In making acquisitions and investments, the |
| | | Directors anticipate using the Company's existing |
| | | cash resources and in due course issuing new |
| | | ordinary shares in exchange for the acquisition of |
| | | shares, businesses and assets |
| | | |
+--+--+------------------------------------------------------+
| | h)| The Company would not contemplate investments or |
| | | acquisitions that carry a high degree of contingent |
| | | risk or liability that would be capable of imposing |
| | | financial obligations upon the Company that it could |
| | | not reasonably expect to meet. |
| | | |
+--+--+------------------------------------------------------+
| | i)| The Directors anticipate that the return that it |
| | | will deliver to Shareholders will be by way of |
| | | capital growth in the share price of the Company |
| | | reflecting the underlying performance of its doctors |
| | | recruitment and other subsidiaries together with any |
| | | dividends that may be declared in the future out of |
| | | retained profits. |
| | | |
+--+--+------------------------------------------------------+
| | j)| In the event that no further acquisitions or |
| | | investments are made, the Directors do not expect to |
| | | return cash to Shareholders in the short or medium |
| | | term due to the potential contingent liability |
| | | referred to in note 27 of the accounts for the 52 |
| | | week period ended 3rd January 2010. This contingent |
| | | liability would fall due in 2013 and is dependent on |
| | | the profitability of the doctors recruitment |
| | | subsidiaries, Medic International and Holt Doctors |
| | | Limited, in 2012 but could possibly result in the |
| | | payment of up to GBP4.1 million to acquire the |
| | | management team's 25 per cent. shareholdings in the |
| | | subsidiaries. |
| | | |
+--+--+------------------------------------------------------+
| | As a result of the Disposal and in accordance with AIM |
| | Rule 15, the Investing Policy must be approved by |
| | Shareholders in the General Meeting and the Company |
| | must implement the Investing Policy within 12 months of |
| | completion of the Disposal, otherwise trading in the |
| | Company's Ordinary Shares on AIM will be suspended in |
| | accordance with AIM Rule 40. If, following suspension |
| | of the Ordinary Shares in accordance with AIM Rule 40, |
| | the Ordinary Shares have not been re-admitted to |
| | trading on AIM within six months, the admission of the |
| | Ordinary Shares to trading on AIM will be cancelled. |
| | |
+--+---------------------------------------------------------+
| 8.| Remaining business and assets of the Continuing Group |
| | |
| | Pinnacle will retain its doctors recruitment |
| | businesses, comprising Medic International and Holt |
| | Doctors Limited, together with the Compliance Company |
| | (GB) Ltd and the international nursing permanent |
| | placement business. These businesses had combined |
| | turnover of approximately GBP4.0 million in the 6 month |
| | period to 4 July 2010 as per the management accounts |
| | and EBITDA of approximately GBP0.03 million. They are |
| | anticipated to report similar turnover for the current |
| | six months period. The doctors business is now showing |
| | year-on-year growth in commissions, after a period of |
| | consolidation as it concentrated on establishing Holt |
| | Doctors as an effective supplier of doctors on the |
| | National Framework. The Board believes that there is |
| | substantial scope to grow the doctors business, both |
| | organically and through bolt-on acquisitions. |
| | |
| | Immediately after completion of the Disposal, the |
| | unaudited total assets of the Continuing Group on a |
| | pro-forma basis are expected to be approximately GBP3.7 |
| | million. This is before the payment of any professional |
| | and other costs associated with the Disposal and the |
| | ongoing costs of the retained supplier contracts and |
| | lease obligations. The Company will explore all avenues |
| | to seek to minimise these ongoing costs. |
| | |
+--+---------------------------------------------------------+
| 9.| General Meeting |
| | |
| | As explained above, the Disposal is classified as a |
| | fundamental change of business for the purpose of Rule |
| | 15 of the AIM Rules and Shareholder approval is |
| | required for the Disposal and the adoption of the |
| | Investing Policy at the General Meeting. |
| | |
| | A notice convening the General Meeting is set out at |
| | the end of the Circular. The General Meeting is to be |
| | held at 10.00 a.m. on 6 September 2010 at the offices |
| | of Eversheds LLP, One Wood Street, London EC2V 7WS and |
| | Shareholders will be asked to consider and, if thought |
| | fit, approve the Resolutions. |
| | |
+--+---------------------------------------------------------+
| 10.| Recommendation |
| | |
| | The Board considers the Proposals and passing of the |
| | Resolutions to be in the best interests of the Company |
| | and Shareholders as a whole. |
| | |
| | Accordingly, the Directors unanimously recommend that |
| | the Shareholders vote in favour of the Resolutions as |
| | those who hold Ordinary Shares have themselves |
| | irrevocably undertaken to do in respect of their entire |
| | beneficial holdings of Ordinary Shares amounting to, in |
| | aggregate, 31,200,538 Ordinary Shares, representing |
| | approximately 33.68 per cent. of the existing issued |
| | share capital of the Company. |
+--+--+------------------------------------------------------+
For further information, please contact:
+------------------------------+------------------------------+
| Pinnacle Staffing Group plc | Tel: 01582 395 900 |
+------------------------------+------------------------------+
| Tom Charlton, Executive | |
| Chairman | |
+------------------------------+------------------------------+
| David Hope, Finance Director | |
| & Chief Operating Officer | |
+------------------------------+------------------------------+
| | |
+------------------------------+------------------------------+
| Brewin Dolphin Limited | Tel: 0845 213 1000 |
+------------------------------+------------------------------+
| Matt Davis | |
+------------------------------+------------------------------+
| Neil McDonald | |
+------------------------------+------------------------------+
APPENDIX I: DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:
+-----------------+-----------------------------------------------------+
| "A24 Group" | a group of medical staffing agencies owned and |
| | operated by Ambition Recruitment Services Limited, |
| | whose registered office is at Ambition House, 92-96 |
| | Lind Road, Sutton, Surrey SM1 4PL |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Act" | the Companies Act 2006, as amended |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "AHS" | Arabella Health Staffing Limited, a wholly-owned |
| | subsidiary of Ambition Recruitment Services Limited |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "AIM" | the AIM market operated by the London Stock |
| | Exchange plc |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "AIM Rules" | the AIM Rules for Companies published by the London |
| | Stock Exchange, as amended |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "BNA" | the British Nursing Association |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Board" or | the directors of the Company |
| "Directors" | |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Business" | the Agency Nursing and Medical Services businesses |
| | operated by the Group (subject to the exclusion of |
| | the sales ledger, supplier contracts and certain |
| | retained assets) as more particularly described in |
| | paragraph 3 of this announcement |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Brewin | Brewin Dolphin Corporate Advisory & Broking, a |
| Dolphin" | division of Brewin Dolphin Limited, which is |
| | authorised and regulated by the Financial Services |
| | Authority |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Consideration" | cash consideration of GBP2.75 million |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Continuing | the business of the Group following completion of |
| Group" | the Disposal as more particularly described in |
| | paragraph 8 of this announcement |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Company" or | Pinnacle Staffing Group PLC |
| "Pinnacle" | |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Disposal" | the conditional sale of the Business by the Company |
| | to Arabella Health Staffing Limited |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Disposal | the agreements entered into in relation to the |
| Agreements" | Disposal, the principal terms of which are |
| | summarised in the Circular |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "FSMA" | the Financial Services and Markets Act 2000, as |
| | amended |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "General | the general meeting of the Company to approve the |
| Meeting" | Resolutions to be held at 10.00 a.m. on 6 September |
| | 2010 at the offices of Eversheds LLP, One Wood |
| | Street, London EC2V 7WS |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Group" | the Company and its subsidiaries |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Investing | the proposed investing policy of the Company as set |
| Policy" | out in paragraph 7 of this announcement |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "London | London Stock Exchange plc |
| Stock | |
| Exchange" | |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Ordinary | the ordinary shares of 10p each in the capital of |
| Shares" | the Company |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Proposals" | the Disposal and the adoption of the Investing |
| | Policy |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Resolutions" | the resolutions as set out in the notice of the |
| | General Meeting |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "Shareholders" | the holders from time to time of Ordinary Shares |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| "UK" | the United Kingdom of Great Britain and Northern |
| | Ireland |
+-----------------+-----------------------------------------------------+
| | |
+-----------------+-----------------------------------------------------+
| GBP | United Kingdom pounds sterling |
+-----------------+-----------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
DISPGUCGRUPUGAU
Pinnacle Staffing (LSE:PCL)
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부터 4월(4) 2024 으로 5월(5) 2024
Pinnacle Staffing (LSE:PCL)
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부터 5월(5) 2023 으로 5월(5) 2024
