HHC Hexagon Human

    RNS Number : 0956D
  Hexagon Human Capital PLC
  10 September 2008
   

    Date:                   10 September 2008
    On behalf of:        Hexagon Human Capital plc ("the Group" or "the Company")
    Embargoed for:    0700hrs 

    Hexagon Human Capital plc 
    Acquisition of Winchester Group

    Hexagon Human Capital plc (AIM: HHC) ("Hexagon"), the UK's leading provider of senior Interim Managers and a leading Executive Search
company, is pleased to announce that it has exchanged contracts with the vendors of Winchester Group ("Winchester") the Atlanta based
executive search firm, regarding the acquisition of Winchester by the Company for a maximum consideration of $5.95m.

    Under the terms of the heads of agreement signed, Hexagon will acquire Winchester, save only in the event certain conditions precedent
fail to be satisfied, for an initial consideration of $1.25m. Additional consideration of up to a maximum of $4.7m will become payable in a
mixture of cash and new Hexagon shares over the period from completion to 31 December 2012, dependent on the achievement of certain EBIT and
recruitment performance targets. Completion is scheduled to occur on or before 30 November 2008.

    As with prior acquisitions, the Directors anticipate that earn out consideration payable will be self financing. Should all earn out
consideration become payable, total consideration will represent a multiple of 4.1 times Winchester's earnings. 

    The initial consideration has been funded through the utilisation of the Group's banking facilities. The Board anticipates that the
acquisition will be earnings accretive in its first year of ownership. 

    Winchester is being acquired to complement Hexagon's senior and board level Executive Search subsidiary, Oxygen Executive Search Ltd
("Oxygen"), and following the acquisition Winchester will trade as Oxygen Executive Search Inc. In the past 12 months Oxygen has traded with
over 20 FTSE 100 clients and is increasingly identifying opportunities to represent these clients in the United States. The Directors
believe that in order to protect and grow its revenues from major multinational companies Oxygen is increasingly demanded by its clients to
have a presence in the United States. Winchester has built a strong reputation in identifying US based senior level professionals for a
range of UK based companies. In the recent past Winchester has placed over 12 US based presidents of UK companies. Oxygen and Winchester
already share a number of common clients.

    For the 12 months ended 31 December 2007, Winchester reported Net Fee Income of $3.4m and a normalised earnings before interest and tax
(EBIT) of $0.7m and had net assets of $(0.2)m. 

    Furthermore the Group is pleased to confirm to the market that current trading is in line with management expectations. A more detailed
trading update will be made following the Group's AGM on 23 September.

    Jonathan Wright, Hexagon's Chief Executive, commented:

    "I am delighted to announce that Winchester has joined the Hexagon Group through an acquisition by Oxygen. This is a highly strategic
move which will help secure long term senior and board level Executive Search assignments from an increasing number of high profile
international clients. It is also the start of creating an international footprint for the Group to extend the reach of our market leading
senior Interim Management business. Oxygen enjoys an outstanding reputation amongst its FTSE 100 and other clients, and this development
will only enhance that reputation. We have previously stated that we see expanding into international markets as the logical next step for
the Group."

    Ian Lloyd, Managing Director of Oxygen, added:

    "We became aware of the reputation of Winchester about two years ago as they were working on Transatlantic projects for a number of our
clients. The quality of their work and their position as a valued US provider to a number of the UK's leading companies gives us great
confidence in the capability of our new "partnership". We are now able to serve existing clients in international markets as well as to
attract new senior level work that was previously unavailable to us."

    Charles Chalk and David Gallagher, Joint Managing Directors of Winchester, said:

    "Since meeting the management of both Hexagon and Oxygen, we have been impressed with the style, customer service values and approach of
the business. We recognise Oxygen as an ideal partner and we firmly believe that together we can attract increasing levels of senior level
Transatlantic work."

    -Ends-

    Enquires to:

    Hexagon Human Capital plc                                    Tel: 020 7337 1133
    Jonathan Wright, Chief Executive Officer                     www.hexagonhc.com 
    Carl Thompson, Chief Financial Officer

    Brewin Dolphin Investment Banking (NOMAD)    Tel: 0845 270 8600
    Matt Davis/ Alison Barrow

    Redleaf Communications                                         hexagon@redleafpr.com
    Emma Kane/ Sanna Sumner/ Anna Dunkin                  Tel: 020 7822 0200

    
 
     Notes to Editors:



�         Hexagon Human Capital is the market-leader in providing senior interim 
management;



�         The Group floated on AIM on February 2007; 

�         It was established in 2004 by Jonathan Wright and Dr Swee Lip Quek with a strategy to buy and build in the interim management and
executive search sectors;
�         Hexagon has already built up a portfolio of profitable companies operating in a variety of sectors:
�         Archer Mathieson: A leading UK provider of interim management and executive recruitment in the specialist fields of finance, IT
and human resources; 
�         BIE Interim Executive: The UK*s leading senior interim management company;
�         Akamai: Provider of specialist executive search in the international financial services industry, with operations in the UK and
Dubai;
�         Euromedica: the UK*s leading life sciences and healthcare executive search provider with operations in the UK, Benelux, France,
Switzerland, Scandinavia and India;
�         Oxygen Executive Search: providing leadership talent to UK and international clients in the retail financial services, industrial,
consumer, professional services and real estate sectors; and
�         Roberts & Corr: providing board level search and HR consultancy to a number of major companies in their specialist sectors
including media, financial services, retail and management consultancy.

This information is provided by RNS
The company news service from the London Stock Exchange
 
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