RNS Number:3867L
Steppingstone Associates PLC
10 January 2008
10 January 2008
Steppingstone Associates Plc
("Steppingstone Associates", "the Enlarged Group", or "the Company")
Admission to Trading on AIM
Placing of 27,500,000 New Ordinary Shares at 4 Pence per Share
and
Acquisition of Inspired Selection Limited ("Inspired Selection")
The Directors of Steppingstone Associates Plc (AIM: SSAS), a communications
sector recruitment company, are pleased to announce that all of the Company's
160,250,200 Ordinary Shares have today been admitted for trading on AIM valuing
the company at �6.41 million. The Company raised �1,100,000 before expenses at
a Placing Price of 4 pence per share and has completed the acquisition of
Inspired Selection Limited, a specialist publishing recruitment agency. The net
placing proceeds will part fund the acquisition of Inspired Selection Limited.
The Group has appointed Grant Thornton Corporate Finance as its Nominated
Adviser (NOMAD) and SVS Securities plc as its Financial Adviser and Broker.
David Mansfield, Chairman of Steppingstone Associates, commented;
"We are delighted that following a successful Placing our shares will now be
quoted on AIM. Steppingstone Associates is a dynamic business and with the
heightened profile we hope to gain from Admission we will push forward with
plans to maximise revenues from our combined customer bases and attract further
high quality customers and candidates. The Acquisition of Inspired Selection
fits well with our existing Hamblyn Selection subsidiary and will help to extend
our recruitment capabilities in the publishing area of the media sector."
"We intend for Steppingstone Associates to act as a consolidator of leading
communications recruitment companies, which maintain high standards of approach
in their recruitment activities and have strong reputations. Over time, we hope
to grow internationally through the establishment of an affiliate network which
will allow us to provide enhanced services to clients and candidates."
Key Information About Steppingstone
* The Group is led by an executive management team, comprising Stephen Hyde as
the Chief Executive Officer and Andrew Mintern as the Finance Director.
Stephen has been working in the media and advertising industry since the
early 1980's and rose to a senior executive level prior to becoming a
recruitment specialist in the same sector
* David Mansfield, the Non-executive Chairman, is a very well-known figure in
the media industry, having been the Chief Executive of Capital Radio plc for
over eight years. David is currently a director of Ingenious Media plc and
a Non-executive director of Carphone Warehouse plc.
* The combination of Hamblyn Selection, the Company's trading subsidiary, and
Inspired Selection brings together two successful experts in the media
recruitment sector, one operating in sub-sectors of media planning and
buying, modelling, auditing, media sales, brand marketing, integrated brand
strategy, digital and online communications, and the other operating as a
successful niche recruitment agency focussed on book and journal publishing
companies in the UK. As part of the Acquisition Agreement, �500,000 of cash
will be left on the balance sheet of Inspired following the Acquisition.
* Steppingstone Associates' strategy is to build a portfolio of recruitment
consultancies which include the most reputable players in the following
areas: media agency, media sales, publishing, brand consultancy, marketing
and public relations and client advertisers.
* Steppingstone Associates, through Hamblyn Selection, possesses a balanced
and diversified blue chip client base, including Aegis Media, Mindshare
and OMD International. Inspired Selection has an equally impressive client
list, which includes Pearson, Reed Elsevier and Wolters Kulwer.
Placing Statistics
Placing Price 4 pence
Number of Ordinary Shares in issue prior to the Placing,
Acquisition and Admission 100,193,210
Number of Placing Shares 27,500,000
Number of shares to be issued in connection with
services provided pursuant to the Placing and Admission 8,132,040
Number of Consideration Shares 24,375,000
Number of Ordinary Shares in issue following the Placing 160,200,250
Percentage of the Enlarged Share Capital subject to the Placing 17.2%
Gross proceeds receivable by the Company pursuant to the Placing �1,100,000
Market Capitalisation at the Placing Price on Admission �6.41 million
Enquiries:
Steppingstone Associates Plc Tel: 020 7440 1505
Stephen Hyde, Chief Executive Officer
Grant Thornton Corporate Finance (Nominated Adviser) Tel: 020 7383 5100
Gerry Beaney/Fiona Kindness
SVS Securities Plc (Financial Adviser and Broker) Tel: 020 7638 5600
Jon Cable
Further information on the Company, the Placing and the Acquisition can be found
below. This information should be read in conjunction with the full Admission
Document
The Placing and Acquisition
Steppingstone Associates acquired Inspired Selection for a purchase price of
�2,700,000, which was satisfied by �1,725,000 in cash on Completion, and the
remaining consideration satisfied by Consideration Shares with a value of
�975,000 at the Placing Price. A loan facility of �1,200,000 has been raised in
addition to the Placing to part fund the Acquisition. The Company raised
�1,100,000 (before deduction of expenses and excluding VAT) by way of a Placing.
Under the terms of the Acquisition Agreement, the consideration will be adjusted
by the extent by which cash is greater or less than �500,000 in Inspired
Selection on Completion and also by the extent by which working capital
(excluding cash) is greater or less than �65,000.
Current Trading and Prospects
The Directors remain confident in respect to the current trading and future
prospects for the Group. Hamblyn Selection has recently expanded the number of
consultants employed to take advantage of the volume of assignments currently
under consideration and existing client relationships continue to be developed.
Inspired Selection continues to perform well and additional areas for growth
have been identified.
Structural change of teams and services within media client companies
necessitates an increasing reliance on recruitment services, focussed on
consultants with trusted relationships and service.
Board of Directors
David James Mansfield, Non-executive Chairman
David has been appointed as Non-executive Chairman. He is currently a Director
of Ingenious Media plc, having been on the advisory board of Ingenious Media
Active Capital plc. David has spent his entire career in media and was Chief
Executive of Capital Radio plc from 1997 to 2005. Following Capital's merger
with GWR Group he was CEO of GCap Media and prior to joining Capital, was
employed at Thames Television plc and Scottish Television plc. David is also
Non-executive Director of Carphone Warehouse plc.
Stephen Andrew Hyde, Chief Executive Officer
Stephen began his career in full-service advertising agencies, initially at
Foote Cone & Belding in 1981 and then Saatchi & Saatchi where he remained within
the group for 14 years. In 1988 he was one of the founder members of the newly
launched Zenith Media in positions ranging from Broadcast Director to Head of
Strategic Communication Planning and Executive Director. Stephen bought a
significant proportion of Christopher Hamblyn Associates in 1999 and co-founded
the Partnership at that time. He currently oversees Hamblyn Selection and will
become Chief Executive Officer of the Enlarged Group upon completion of the
Acquisition. Stephen has worked with clients from across a broad range of
sectors, including BA, BP, BT, McDonalds, Kraft Jacobs Suchard and Unilever. He
has held non-executive positions with PR companies and advised brand consultancy
and occupational psychology businesses. As a business strategist, Stephen has
placed and advised senior executives to international CEO level across all of
the communication disciplines from marketing through to internal and external
communications, as well as strategy, finance and HR.
Andrew Haydn Mintern, Finance Director
Andrew is a qualified Chartered Accountant and has recently been acting in a
corporate finance advisory capacity to assist with the re-introduction to AIM of
a �150m leisure company and the flotation on the main market of a $55m fund of
hedge funds. Andrew was the Finance Director of AIM quoted Designer Vision
Group from 2003 to 2006 and the Finance Director of the quoted technology
company ID Data Group from 2000 to 2002.
James Hyde, Non-executive Director
James has held senior management and director roles with a number of leading
companies, including Unigate Foods, where he took charge of the cash & carry
side of the business, and the Tenneco Corporation of America, where he was
Managing Director Europe for the Automotive Division. James joined Dollond &
Aitchison as a main Board Director and Divisional Managing Director where he
spent 5 years restructuring the purchasing supply division, prior to him setting
up the Partnership in 1989. James's responsibilities will be advisory going
forward.
Lynne Catherine Willoughby, Non-executive Director
Lynne established Inspired Selection in 1999 with Joanna Bowerman and is one of
Inspired Selection's directors. Lynne worked with John Wiley in Chichester for
ten years before moving to Oxford and joining Blackwell Publishing. She then
moved to Harcourt Education in 1991. Lynne has a production background which has
given her an insight into other areas of publishing and the requirements of
recruiting for different departments.
Further Information Regarding Hambyln Selection
Hamblyn Selection operates its recruitment services in diverse areas across the
media industry. Hamblyn Selection's assignments are principally originated by
referral or from contracted client work. The Directors believe that Hamblyn
Selection benefits from an outstanding reputation in the media industry to the
extent that Hamblyn Selection has not needed to actively pitch for an assignment
in over four years. The Directors believe that Hamblyn Selection's reputation
is such that it is regarded as a trusted and respected business partner by its
clients which specialises in providing candidates for permanent, middle to
senior roles.
Hamblyn Selection seeks to integrate the traditional values of face-to-face
evaluation of candidates and clients, with the current capability of
communications technology. Through Hamblyn Selection's understanding of its
markets it seeks to provide clients with advice and suitable candidates,
relevant to where the media industry is moving to rather than where it used to
be, which means spotting the up and coming parts of the market and understanding
which areas have stopped growing. Hamblyn Selection's staff have themselves
usually held senior positions within leading media companies, giving them a
broad perspective and in-depth knowledge of the sector in which their clients
work.
Hamblyn Selection's clients include: Yahoo, News International, Unilever, Ofcom,
Mindshare, Aegis Media, MEC, OMD International, JC Decaux and John Ayling &
Associates.
Further Information Regarding Inspired Selection
Inspired Selection is a recruitment consultancy which specialises in placing
professionals and graduates into the publishing industry. Inspired Selection
operates from offices in both Oxford and London and places candidates in
contract and permanent positions, within book and journal publishing companies
across the UK.
Inspired Selection's strategy is to provide candidates with advice and insight
into the operations and culture of client companies, thereby efficiently
matching job vacancies with candidates. Specialising in the book and journal
publishing industry has allowed Inspired Selection to achieve growth as a niche
recruitment agency. Management of Inspired Selection estimate that it currently
services approximately 80 per cent. of the permanent and contract vacancies for
professionals and graduates in Oxford and surrounding areas, and approximately
40 per cent. of similar vacancies within London.
Inspired Selection has placed candidates with over 250 clients over the life of
the company. Its client base is diversified across a wide range of well-known
publishers including: Penguin, Reed Elsevier, Oxford University Press, Dorling
Kindersley, Random House Group, Chrysalis, Wolters Kluwer and Pearson Education.
Significant Shareholders on Admission
Stephen Andrew Hyde 46.92%
SVS Securities Plc 9.99%
David James Mansfield 8.82%
Lynne Catherine Willoughby 7.61%
Joanna Bowerman 7.61%
Hoodless Brennan plc 5.46%
Andrew Haydn Mintern 4.06%
Definitions
"Acquisition" The acquisition of the entire issued share capital of Inspired
Selection by Steppingstone Associates pursuant to the Acquisition
Agreement.
"Acquisition Agreement" The conditional contract dated 14 November 2007, as amended by a deed
dated 7 December 2007, for the acquisition of the entire issued share
capital of Inspired Selection entered into between the Vendors (1) and
the Company (2) details of which are set out in paragraph 8.1.8 of
Part Ten of the Admission Document.
"Admission" Admission of the Company's Enlarged Share Capital to trading on AIM.
"Admission Document" The document sent to shareholders 4 January 2008.
"Broker Shares" The 8,010,013 Ordinary Shares to be issued to SVS pursuant to the
terms of their engagement letter dated 22 June 2007.
"Completion" Completion of the Proposals.
"Consideration Shares" The 24,375,000 Ordinary Shares to be issued to the Vendors pursuant to
the terms of the Acquisition Agreement.
"Directors" or "Board" The directors of the Company whose names appear on page 3 of the
Admission Document and Lynne Willoughby.
"Enlarged Share Capital" The issued Ordinary Share capital of the Company on Admission
comprising the Existing Ordinary Shares and the New Ordinary Shares.
"Existing Ordinary Shares" The 100,193,210 Ordinary Shares in issue at the date of the Admission
Document being the entire issued Ordinary Share capital of the Company
prior to the Acquisition and Placing.
"Introducer Shares" The 122,027 Ordinary Shares to be Issued to Jeremy Porter.
"New Ordinary Shares" The Placing Shares, Consideration Shares, Introducer Shares and Broker
Shares.
"Ordinary Shares" The ordinary shares of 0.1 pence each in the capital of the Company.
"Partnership" A partnership called Hamblyn Selection which had its assets and trade
acquired by Hamblyn Selection Limited on 13 November 2007.
"Placing" The conditional placing of the Placing Shares as described in the
Admission Document, pursuant to the Placing Agreement.
"Placing Agreement" The conditional agreement dated 3 January 2008 between the Company (1)
the Directors (2) SVS (3) Grant Thornton UK LLP (4) relating to the
Placing, further details of which are contained in paragraph 8.1.3 of
Part Ten of the Admission Document.
"Placing Price" The Placing Price of 4 pence per Placing Share.
"Placing Shares" The 27,500,000 Ordinary Shares being issued and allotted by the
Company at the Placing Price pursuant to the Placing.
"Proposals" The Acquisition, Placing and Admission as further described in the
Admission Document.
"Vendors" Lynne Willoughby and Joanna Bowerman who together own 100 per cent. of
the issued share capital of Inspired Selection
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCIIFEALDIAIIT
Steppingstone (LSE:SSAS)
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Steppingstone (LSE:SSAS)
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