PCL Pinnacle

 

TIDMPCL 
 
RNS Number : 2573X 
Pinnacle Staffing Group PLC 
11 August 2009 
 

 
 
 
 
 
 
Pinnacle Staffing Group plc 
("Pinnacle" or the "Company") 
 
Re Disposal and 
option agreement 
 
Pinnacle Staffing Group plc is pleased to announce that its main trading 
subsidiary Pinnacle Health Care Limited ('PHC') has today entered into an 
agreement to issue new shares in each of two of its wholly-owned subsidiaries, 
Medic International Limited and Holt Doctors Limited ('the Subsidiaries') to 
their management team in exchange for nominal cash considerations of GBP20 and 
GBP50 respectively. The new shares to be issued will represent 25 per cent of 
the enlarged issued shares capital of each subsidiary and PHC will therefore 
continue to own 75 per cent of each business. 
 
The Subsidiaries conduct the Company's doctors recruitment business and as at 
5th July 2009 had estimated net liabilities in aggregate of GBP200k and during 
the first six months of the Company's current financial year made an estimated 
loss of GBP124k on unaudited turnover of GBP1660k. The subscription is therefore 
anticipated to increase the pro-forma net assets of Pinnacle by approximately 
GBP50k. 
 
 
The management team comprises Peter Gregory and Tracy Ward who have significant 
experience in successfully building and running major locum agencies, most 
recently at JCJ Ltd and prior to that at Medacs Healthcare plc, both significant 
operators in the locum agency market and owned by publicly quoted companies. Mr 
Gregory and Ms Ward will shortly be appointed directors of the Subsidiaries and 
they will be responsible for driving the continued growth of Pinnacle's doctors 
recruitment business. 
 
 
The agreement with Mr Gregory and Ms Ward contains a provision allowing them to 
sell their shareholdings to PHC provided the Subsidiaries achieve combined 
pre-tax profits in excess of GBP1.0 million in the financial year ending 
December 2012 (the "Option").  Consideration for the Option will be GBP1 for 
each of Mr Gregory and Ms Ward and the Option may only be exercised between 1 
January 2013 and 30 April 2013. The purchase price will be paid in cash and will 
value their shareholdings on the basis of a multiple of 6.5 times the combined 
pre-tax profits (up to a maximum of GBP2.5 million) of the 
Subsidiaries multiplied by 25% (being the total of their shareholdings) and will 
also be dependent on the Subsidiaries having a minimum net asset position in 
aggregate of GBP2.4 million at the time of acquisition. On this basis, the 
maximum amount of the consideration payable on full exercise of the Option would 
be in the region of GBP4.1 million.  Should the Option be exercised, Pinnacle 
would fund the purchase of the shareholdings by either new bank borrowings or 
through a placing of new ordinary shares in the Company. 
 
 
The agreement with Mr Gregory and Ms Ward also contains an option allowing them 
to purchase the remaining 75% stake owned by PHC in each subsidiary should there 
be a substantial change of control at Pinnacle, defined as: 
 
 
  *  Both Tom Charlton, Executive Chairman of the Company, and David Hope, Chief 
  Operating Officer and Finance Director of the Company, resign as directors of 
  both Pinnacle Staffing Group Plc and PHC except in circumstances such as 
  corporate reconstruction, where either retains a similar position in a successor 
  company; or 
  *  Any reduction in Tom Charlton's shareholding in Pinnacle Staffing Group Plc 
  which means that his shareholding when taken together with the shareholding of 
  David Hope and the spouse of David Hope is less than 25% of the issued share 
  capital of Pinnacle; or 
  *  The acquisition by a third party of more than 50% of the issued share capital of 
  Pinnacle Staffing Group Plc; or 
  *  The disposal by Pinnacle Staffing Group Plc of a controlling interest in PHC. 
 
 
 
The purchase price of the stakes from PHC will be based on a value of a multiple 
of 6 times the combined pre-tax profits of the Subsidiaries plus the total 
valuation of net assets multiplied by 75% (being PHC's shareholding) and will be 
subject to a minimum purchase price of GBP1 million. 
 
 
The future purchase or sale of the shareholdings may also require the approval 
of shareholders of Pinnacle Staffing Group plc in general meeting. 
 
 
Tom Charlton, Executive Chairman of Pinnacle Staffing Group plc commented: 
 
 
'Mr Gregory and Ms Ward have a proven track record in setting up and running 
doctors locum agencies. We have agreed that they should have an equity 
participation in our doctors business and have set very demanding targets for 
its growth.  We are hopeful that they can repeat their previous successes and 
make Pinnacle one of the leading doctors recruitment businesses in the UK'. 
 
 
For further information please contact: 
 
Pinnacle Staffing Group plc 
 Tom Charlton, Executive Chairman 
              Tel: 01582 395900 
 
 
Brewin Dolphin Limited (Nomad) 
 Matt Davis 
                               Tel: 0845 213 4730 
 Alison Barrow 
 
 
 
 
 
 
 
. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 AGREADPFFEANEFE 
 

Grafico Azioni Pinnacle Staffing (LSE:PCL)
Storico
Da Mag 2024 a Giu 2024

Grafico Azioni Pinnacle Staffing (LSE:PCL)
Storico
Da Giu 2023 a Giu 2024