Pinnacle Staffing Group plc
Interim results for the six months ended 5 July 2009
Pinnacle Staffing Group plc ("Pinnacle"), the specialist temporary healthcare recruitment group announces its interim results for the six months ended 5 July 2009.
Key Points
Turnover was £19.3 million (2008: £19.9million)
Pre-tax Loss before credit for negative goodwill £425,000 (2008: Pre-tax Loss £6,234,000)
Nursing brands on new NHS PASA framework and well placed to grow revenue.
Doctors business continues to grow steadily.
Chairman's Statement
Business Review
The first half of the year has been a challenging period as we have introduced new processes and focused on improving the quality and potential profitability of the individual divisions.
The Nursing Division delivered results in line with budget. The new British Nursing Association ("BNA") branches which were opened in Bristol and Inverness made a valuable contribution to turnover. However overall progress was held back by weak performances in a few branches which suffered substantial reductions in revenue due to the loss of key clients. Management action has been taken to improve performance and attempt to rebuild the lost revenue. The contract with the Bristol, Bath, Weston and Gloucester NHS Purchasing Consortium commenced satisfactorily in April but is unlikely to contribute significantly to profitability. Nevertheless we expect the substantial cost-savings achieved by the Consortium will be of great interest to other NHS Trusts looking to reduce the cost of using expensive agency staff and will provide new opportunities for BNA.
The purchase of The Compliance Company (GB) Ltd was completed on 20th May 2009. Pinnacle now owns one of the best available systems for monitoring the compliance status of its workers. This is extremely important for Pinnacle as it builds on its relationship with the NHS to provide cost-effective flexible staffing solutions together with the very highest standards of training and compliance.
Pinnacle's doctors recruitment businesses which trade under the Medic International and Holt Doctors brand names have grown steadily since the beginning of the year under their new management. Demand for junior doctors has been helped by the requirements of the European Working Time Directive which from 1 August 2009 has reduced the number of hours which hospital doctors will generally work. The doctors recruitment businesses are now based in Skipton, North Yorkshire where an excellent team of recruiters and support staff has been assembled.
Medical Services performed below budget, mainly due to the lack of investment in recent years in developing a recruitment pipeline to bring qualified overseas candidates to the UK. The Board believes that there is significant strategic value in Pinnacle's Medical Services division. One new partnership has already been established and the pipeline is being rebuilt, however it will take time before significant progress is made.
The invoice discounting facility provided to the operating subsidiaries by Barclays Bank plc has been extended until 1 September 2010 on broadly similar terms as previously in place.
Outlook
The Nursing Division is expected to have a much better second half as our key nursing brands; BNA, Mayfair Specialist Nurses and Grosvenor Nursing Agency build on their new framework positions. The Doctors recruitment businesses are expected to maintain their growth rate and should make a modest profit contribution if the current market conditions continue. Medical Services will again be loss-making as we invest in the division to improve its performance.
The Board is conscious of the fact that the rate of progress in bringing about a change in Pinnacle's fortunes appears to be painfully slow. Much valuable work has been done over the last twelve months to make Pinnacle a more dynamic, efficient business however much still remains to be done. In BNA we have changed our recruitment processes so that at last we now have a good flow of qualified candidates. Our next focus is to develop our client base and forge new relationships with individual NHS Trusts within the new NHS PASA frameworks. Our ambition is to double the size of our nursing division through organic growth over the next three years. This will undoubtedly place strains on the business but we now have a firm base on which to build and look to the future with confidence. In the short term we are dependent on NHS Trusts continuing their use of agency nursing staff and the satisfactory introduction of the new national frameworks. The Company remains on track to be profitable in the second half of the year. However as we currently have a higher than anticipated cost base, we now expect to fall short of our target of reporting a small profit for the year as a whole.
Responsibility statement
The directors confirm that to the best of their knowledge:
The condensed set of half year results which have been prepared in accordance with IAS34 'Interim Financial Reporting' give a true and fair view of the assets, liabilities, financial position and loss of the Group;
The half year management review of the information required by DTR 4.2.7R (indication of impairment events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
The half year management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
Tom Charlton
Executive Chairman
24 September 2009
For further information contact: | |
Pinnacle Staffing Group plc | |
Tom Charlton, Executive Chairman | 01582 395900 |
David Hope, Chief Operating Officer and Finance Director | |
Brewin Dolphin Limited | |
Matt Davis | 0845 270 8600 |
Income Statement
for the period ended 5th July 2009
Unaudited 6 months ended 05/07/09 | Unaudited 6 months ended 06/07/08 | Audited 52 weeks ended 04/01/09 | |||
Notes | £000 | £000 | £000 | ||
Revenue | 2 | 19,311 | 19,907 | 38,116 | |
Cost of sales | (15,507) | (16,182) | (30,848) | ||
Gross profit | 3,804 | 3,725 | 7,268 | ||
Marketing and sales | (1,916) | (1,318) | (2,670) | ||
Administrative expenses | (1,942) | (8,525) | (11,572) | ||
Operating loss | (54) | (6,118) | (6,974) | ||
Finance income | 22 | - | 4 | ||
Finance expense | (105) | (116) | (244) | ||
Loss before taxation | (137) | (6,234) | (7,214) | ||
Tax credit/(expense) | 3 | 14 | (22) | 132 | |
Loss for the period | (123) | (6,256) | (7,082) | ||
Analysis: | |||||
EBITDA | (65) | 101 | (362) | ||
Depreciation of property, plant and equipment | (185) | (147) | (317) | ||
Amortisation of intangible assets | (92) | (143) | (366) | ||
Impairment of goodwill and intangible assets | - | (5,929) | (5,929) | ||
Negative goodwill | 6 | 288 | - | - | |
Operating loss | (54) | (6,118) | (6,974) | ||
Loss per 10p share | |||||
Basic | 5 | (0.13p) | (7.14p) | (8.08p) | |
Diluted | 5 | (0.13p) | (7.14p) | (8.08p) |
Group Balance Sheet
As at 5th July 2009
Unaudited6 months ended 05/07/09 | Unaudited 6 months ended 06/07/08 | Audited 52 weeks ended 04/01/09 | ||||
Notes | £000 | £000 | £000 | |||
Assets | ||||||
Non-current assets | ||||||
Goodwill | 5,416 | 5,416 | 5,416 | |||
Other intangible assets | 7 | 3,224 | 3,199 | 2,801 | ||
Property, plant and equipment | 555 | 634 | 533 | |||
Deferred income tax assets | 63 | - | 49 | |||
Total non-current assets | 9,258 | 9,249 | 8,799 | |||
Current assets | ||||||
Trade and other receivables | 6,818 | 6,571 | 5,820 | |||
Cash and cash equivalents | 64 | 149 | 84 | |||
Total current assets | 6,882 | 6,720 | 5,904 | |||
Total assets | 16,140 | 15,969 | 14,703 | |||
Equity | ||||||
Ordinary shares | 4 | 9,263 | 8,763 | 8,763 | ||
Share premium account | 4 | 7,408 | 7,408 | 7,408 | ||
Share payment reserve | 9 | 11 | 17 | 11 | ||
Retained (losses)/earnings | (7,955) | (6,706) | (7,532) | |||
Total equity | 8,727 | 9,482 | 8,650 | |||
Liabilities | ||||||
Current liabilities | ||||||
Financial liabilities: | ||||||
- Borrowings - loans | 2,580 | 2,036 | 2,275 | |||
Trade and other payables | 4,713 | 4,298 | 3,654 | |||
Deferred income tax liabilities | - | 39 | - | |||
Provisions | 120 | 114 | 124 | |||
Total current liabilities | 7,413 | 6,487 | 6,053 | |||
Total liabilities | 7,413 | 6,487 | 6,053 | |||
Total equity and liabilities | 16,140 | 15,969 | 14,703 | |||
Group Statement of Changes in Equity
for the period ended 5th July 2009
Unaudited 6 months ended 05/07/09 | Unaudited 6 months ended 06/07/08 | Audited 52 weeks ended 04/01/09 | ||||
£000 | £000 | £000 | ||||
Net recognised loss | (123) | (6,256) | (7,082) | |||
Shares issued during the period | 500 | - | - | |||
Reserve transfer in respect of shares issued at below par value | (300) | - | - | |||
Share based payments | - | 6 | - | |||
Increase/(Decrease) in equity shareholders' funds | 77 | (6,250) | (7,082) | |||
Total equity at beginning of the period | 8,650 | 15,732 | 15,732 | |||
Total equity at end of the period | 8,727 | 9,482 | 8,650 | |||
Statement of Comprehensive Income
for the period ended 5th July 2009
Unaudited 6 months ended 05/07/09 | Unaudited 6 months ended 06/07/08 | Audited 52 weeks ended 04/01/09 | ||||
£000 | £000 | £000 | ||||
Loss for the period | (123) | (6,256) | (7,082) | |||
Other comprehensive income | - | - | - | |||
Total comprehensive income for the period | (123) | (6,256) | (7,082) | |||
Total comprehensive income attributable to: | ||||||
-owners of the company | (123) | (6,256) | (7,082) | |||
Group Cash Flow Statements
for the period ended 5th July 2009
Unaudited 6 months ended 05/07/09 | Unaudited 6 months ended 06/07/08 | Audited 52 weeks ended 04/01/09 | ||||||
£000 | £000 | £000 | ||||||
Operating activities | ||||||||
Cash generated from operations | (83) | 607 | 326 | |||||
Interest paid | (105) | (116) | (244) | |||||
Interest received | 22 | - | 4 | |||||
Income taxes received/(paid) | 67 | (1) | - | |||||
Net cash (used in)/generated from operating activities | (99) | 490 | 86 | |||||
Investing activities | ||||||||
Purchase of intangible assets | (7) | (177) | (2) | |||||
Purchase of tangible assets | (207) | (290) | (365) | |||||
Acquisition of subsidiary | (12) | - | - | |||||
Net cash used in investing activities | (226) | (467) | (367) | |||||
Financing activities | ||||||||
Increase in loans from banks | 305 | 16 | 255 | |||||
Net cash generated from financing activities | 305 | 16 | 255 | |||||
Net (decrease)/increase in cash and cash equivalents | (20) | 39 | (26) | |||||
Cash and cash equivalents at beginning of the period | 84 | 110 | 110 | |||||
Net (decrease)/increase in cash and cash equivalents | (20) | 39 | (26) | |||||
Cash and cash equivalents at end of the period | 64 | 149 | 84 | |||||
Notes to the cash flow statement | ||||||||||||
Unaudited 6 months ended 05/07/09 £000 | Unaudited 6 months ended 06/07/08 £000 | Audited 52 weeks ended 04/01/09 £000 | ||||||||||
Reconciliation of loss to cash (used in)/ generated from operations | ||||||||||||
Loss for the period | (123) | (6,256) | (7,082) | |||||||||
Adjustments for: | ||||||||||||
Tax (credit)/expense | (14) | 22 | (132) | |||||||||
Finance income | (22) | - | (4) | |||||||||
Finance expense | 105 | 116 | 244 | |||||||||
Share-based payments | - | 6 | - | |||||||||
Loss on sale of property, plant and equipment | - | - | 6 | |||||||||
Impairment of goodwill and other intangibles | - | 5,929 | 5,929 | |||||||||
Amortisation of intangible assets | 92 | 143 | 366 | |||||||||
Depreciation of property, plant and equipment | 185 | 147 | 317 | |||||||||
Negative goodwill | (288) | - | - | |||||||||
Changes in working capital: | ||||||||||||
(Decrease)/increase in provisions | (4) | 15 | 25 | |||||||||
(Increase)/Decrease in trade and other receivables | (1,065) | (68) | 740 | |||||||||
Increase/(Decrease) in creditors | 1,051 | 553 | (83) | |||||||||
Cash (used in)/generated from operations | (83) | 607 | 326 | |||||||||
Reconciliation of net cash flow to movement in net debt | ||||||||||||
(Decrease)/increase in cash and cash equivalents | (20) | 39 | (26) | |||||||||
(Increase)in loans from banks | (305) | (16) | (255) | |||||||||
(325) | 23 | (281) | ||||||||||
Net debt at beginning of the period | (2,191) | (1,910) | (1,910) | |||||||||
Net debt at end of the period | (2,516) | (1,887) | (2,191) | |||||||||
1. Basis of preparation | ||||||||||
Accounting preparation and policies | ||||||||||
The interim results have been prepared under the historical cost convention and are in accordance with the group's accounting policies set out in the Annual Report and Accounts for the period ended 4 January 2009, which are available from the Company's registered office and on the Group's website, www.pinnacle-staffing-group.co.uk. They have also been prepared in accordance with the accounting policies the Group expects to adopt in its 2009 annual report. | ||||||||||
The financial information contained in this interim statement for the half year ended 5 July 2009 has been prepared in accordance with IAS 34, "Interim Financial Reporting" as adopted by the EU. It does not constitute accounts as defined by section 434 of the Companies Act 2006. The financial information for the period ended 4 January 2009 has been extracted from the statutory accounts which have been delivered to the Registrar of Companies, and on which the auditors gave an unqualified opinion. | ||||||||||
Estimates and judgements | ||||||||||
The preparation of accounts in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the reported period. These estimates are based on historical experience and various other assumptions that management and directors believe are reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. | ||||||||||
Areas comprising critical judgements that may significantly affect the Group's earnings and financial position are revenue collection, valuation of intangibles including goodwill, restructuring activities, provisions for pensions, income taxes, property related items and share-based payments, all of which are discussed in the respective notes. | ||||||||||
2. Segmental information | |||||||||||||||||
The operational analysis of revenue and operating loss is as follows: | |||||||||||||||||
Unaudited6 months ended 05/07/09 £000 | Unaudited6 months ended 06/07/08 £000 | Audited 52 weeks ended 04/01/09 £000 | |||||||||||||||
Revenue by business segment | |||||||||||||||||
Nursing | 15,678 | 15,758 | 31,497 | ||||||||||||||
Medical Services | 3,633 | 4,149 | 6,619 | ||||||||||||||
Total | 19,311 | 19,907 | 38,116 | ||||||||||||||
Unaudited6 months ended 05/07/09 £000 | Unaudited 6 months ended 06/07/08 £000 | Audited 52 weeks ended 04/01/09 £000 | |||||||||||||||
EBITDA by business segment | |||||||||||||||||
Nursing | 217 | 157 | (130) | ||||||||||||||
Medical Services | (282) | (56) | (232) | ||||||||||||||
Total EBITDA | (65) | 101 | (362) | ||||||||||||||
Depreciation of property, plant and equipment | (185) | (147) | (317) | ||||||||||||||
Amortisation of intangible assets | (92) | (143) | (366) | ||||||||||||||
Impairment of goodwill and intangible assets | - | (5,929) | (5,929) | ||||||||||||||
Negative goodwill | 288 | - | - | ||||||||||||||
Total operating loss | (54) | (6,118) | (6,974) | ||||||||||||||
Operating profit/(loss) by business segment | |||||||||||||||||
Nursing | 239 | (5,019) | (5,733) | ||||||||||||||
Medical Services | (293) | (1,099) | (1,241) | ||||||||||||||
Total operating loss | (54) | (6,118) | (6,974) | ||||||||||||||
Finance income | 22 | - | 4 | ||||||||||||||
Finance expense | (105) | (116) | (244) | ||||||||||||||
Loss before taxation | (137) | (6,234) | (7,214) | ||||||||||||||
Tax credit/(expense) | 14 | (22) | 132 | ||||||||||||||
Loss for the period | (123) | (6,256) | (7,082) | ||||||||||||||
3. Taxation | |||||||||||||||||||||||||||||
The tax expense recognised in the financial statements comprises UK corporation tax charges or credits together with deferred tax charges and credits. The tax charge has been calculated using estimated annual rates for the full year of 0% (2008: 0%). | |||||||||||||||||||||||||||||
4. Share Capital | |||||||||||||||||||||||||||||
Number of shares (thousands) | Ordinary Shares £000 | Share premium £000 | Total £000 | ||||||||||||||||||||||||||
At 6th July 2008 | 87,633,070 | 8,763 | 7,408 | 16,171 | |||||||||||||||||||||||||
At 4th January 2009 | 87,633,070 | 8,763 | 7,408 | 16,171 | |||||||||||||||||||||||||
Acquisition of subsidiary (note 6) | 5,000,000 | 500 | - | 500 | |||||||||||||||||||||||||
At 5th July 2009 | 92,633,070 | 9,263 | 7,408 | 16,671 | |||||||||||||||||||||||||
The total authorised number of ordinary shares is 116,844,100 with a par value of 10p per share. All issued shares are fully paid. | |||||||||||||||||||||||||||||
5. (Loss)/Earnings per share | |||||||||||||||||||||||||||||
Basic (loss)/earnings per 10p share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period. For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive ordinary shares. The Group has only one category of potentially dilutive ordinary shares: those share options granted to employees where the exercise price is less than the average market price of the Company's ordinary shares during the period. A total of 3,071,428 options that were granted in 2007 qualified under this test, However, Julie Greenwood resigned her directorship on 23rd January 2008 and David Laing resigned his directorship on 17th December 2008, therefore their options have now lapsed. Their options were 1,785,714 and 1,285,714 respectively. IAS 33 states that potential ordinary shares shall be treated as dilutive when, and only when, their conversion to ordinary shares would decrease earnings per share or increase loss per share from continuing operations. Therefore, those share options are not included in the calculation of earnings per share. | |||||||||||||||||||||||||||||
Unaudited 6 months ended 05/07/09 £000 | Unaudited 6 months ended 06/07/08 £000 | Audited 52 weeks ended 04/01/09 £000 | |||||||||||||||||||||||||||
Weighted average number of 10p shares | |||||||||||||||||||||||||||||
In issue | 92,633,070 | 87,633,070 | 87,633,070 | ||||||||||||||||||||||||||
92,633,070 | 87,633,070 | 87,633,070 | |||||||||||||||||||||||||||
6. Business combinations | |||||||||||||||||||||||||||||
On 20th May 2009, the Group acquired the entire share capital of The Compliance Company (GB) Limited. | |||||||||||||||||||||||||||||
Details of net assets acquired and goodwill are as follows: | |||||||||||||||||||||||||||||
Cost of acquisition: | |||||||||||||||||||||||||||||
Fair value of shares issued (note 4) | 200,000 | ||||||||||||||||||||||||||||
Expenses of acquisition | 11,731 | ||||||||||||||||||||||||||||
Total cost of acquisition | 211,731 | ||||||||||||||||||||||||||||
The fair value of assets and liabilities as of 20th May 2009 arising from the acquisition are as follows: | |||||||||||||||||||||||||||||
Intangible assets (note 7) | 507,963 | ||||||||||||||||||||||||||||
Cash and cash equivalents | 75 | ||||||||||||||||||||||||||||
Trade and other payables | (8,038) | ||||||||||||||||||||||||||||
Fair value of net assets | 500,000 | ||||||||||||||||||||||||||||
Negative goodwill | (288,269) | ||||||||||||||||||||||||||||
Total cost of acquisition | 211,731 | ||||||||||||||||||||||||||||
The transaction generated negative goodwill of £288,269, which has been recognised as a credit in the income statement. 5,000,000 ordinary 10p shares were issued as consideration on 20th May when the market value was 4p per share, a fair value of £200,000. A reserves transfer of £300,000 between share capital and retained losses has been made to adjust for the shares being issued at below par value. | |||||||||||||||||||||||||||||
7. Intangible assets | |||||||||||||||||||||||||||||
Other intangible assets | Development costs | Temporary Staff Databases | Customer Contracts | Compliance Database | Unaudited 6 months ended 05/07/09 £000 | ||||||||||||||||||||||||
Cost | |||||||||||||||||||||||||||||
At 5th January 2009 | 82 | 81 | 5,051 | - | 5,214 | ||||||||||||||||||||||||
Additions | 7 | - | - | - | 7 | ||||||||||||||||||||||||
Acquisitions | - | - | - | 508 | 508 | ||||||||||||||||||||||||
At 5th July 2009 | 89 | 81 | 5,051 | 508 | 5,729 | ||||||||||||||||||||||||
Amortisation | |||||||||||||||||||||||||||||
At 5th January 2009 | 80 | 12 | 2,321 | - | 2,413 | ||||||||||||||||||||||||
Charge for the period | - | 2 | 77 | 13 | 92 | ||||||||||||||||||||||||
At 5th July 2009 | 80 | 14 | 2,398 | 13 | 2,505 | ||||||||||||||||||||||||
Net book amount at 5th July 2009 | 9 | 67 | 2,653 | 495 | 3,224 | ||||||||||||||||||||||||
Intangible assets include the capitalised value of customer contracts and staff databases acquired via business combinations. Such contracts and databases are capitalised at fair value and amortised over a period equal to the remaining useful life, which is estimated to be twenty years. The Group carries out reviews of its intangible assets on an annual basis to determine whether events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated as either the higher of the net selling price, replacement cost, or value in use; the resultant loss (the difference between the carrying amount and the recoverable amount) is recorded as a charge to the consolidated income statement. The calculation of replacement costs is based on the current value of overheads costs attributable to database management. The value in use is calculated as the present value of the estimated future cash flows expected to result from the use of assets in the business being evaluated. In order to determine the present value of estimated future cash flows, the Group uses a discount rate of 11% based on its estimated weighted average cost of capital. Estimated future cash flows used in the impairment calculations represent management's best view of likely market conditions including selling prices, volumes and employment costs over a period of 5 years. Beyond this, the UK long term growth rate of 2.25% has been assumed. Actual cash flows may differ significantly from these estimates due to the effect of changes in the market conditions or to subsequent decisions on the activities of the business. These differences may have a material impact on the asset values, impairments and amortisation expense reported in future periods. The compliance database refers to Group owning the rights to the database management software which was acquired during the acquisition of The Compliance Company (GB) Ltd. The database management software specifically manages and monitors the compliance status of healthcare staff in line with industry requirements. | |||||||||||||||||||||||||||||
8. Dividends The directors do not propose an interim dividend for the period ending 5th July 2009. | |||||||||||||||||||||||||||||
9. Long term incentives | |||||||||||||||||||||||||||||
The Group have a long term incentive scheme in place, the Performance Share Plan. | |||||||||||||||||||||||||||||
Awards were made entitling directors to acquire shares in the Company, with the awards normally vesting on the third anniversary of the grant subject to continued employment and the satisfaction of a Total Shareholder Return ("TSR") growth performance condition. No consideration was payable for the grant of the awards and no consideration is payable on vesting. | |||||||||||||||||||||||||||||
The performance condition required to be met is that the Company's TSR over the three-year period from the 5th September 2006 must be at least at the median of a ranking of the TSR of each of the members of the comparator group over the same period, in which case the award will vest as follows: | |||||||||||||||||||||||||||||
Pinnacle's TSR against the comparator group | % of award that vests | ||||||||||||||||||||||||||||
Upper quartile or above | 100% | ||||||||||||||||||||||||||||
Between upper quartile and median | Sliding scale from 35% to 100% | ||||||||||||||||||||||||||||
Median | 35% | ||||||||||||||||||||||||||||
Below Median | 0% | ||||||||||||||||||||||||||||
Awards were made on 17th January 2007 to Julie Greenwood and David Laing, their options were 1,785,714 and 1,285,714 respectively. Mrs Greenwood resigned her directorship on 23rd January 2008 and Mr Laing resigned his directorship on 17th December 2008 and, therefore, their options have now lapsed. | |||||||||||||||||||||||||||||
10. Related party transactions | |||||||||||||||||||||||||||||
Director's Remuneration | Salary | Other Benefits | Bonus | Total | Pension | ||||||||||||||||||||||||
Executive Remuneration | |||||||||||||||||||||||||||||
Tom Charlton | 15,000 | - | - | 15,000 | - | ||||||||||||||||||||||||
David Hope | 55,000 | 858 | - | 55,858 | 1,355 | ||||||||||||||||||||||||
Non-Executive Remuneration | |||||||||||||||||||||||||||||
John Hodges | 7,596 | - | - | 7,596 | - | ||||||||||||||||||||||||
Lynn Young | 5,833 | - | - | 5,833 | - | ||||||||||||||||||||||||
83,429 | 858 | - | 84,287 | 1,355 | |||||||||||||||||||||||||
On 20th May 2009, the Group acquired the entire share capital of The Compliance Company (GB) Limited. The Compliance Company (GB) Limited was founded by David Hope and his wife Hannah Hope in March 2008. The consideration of the acquisition was £500,000 and was satisfied by the issue of 5,000,000 new ordinary shares in Pinnacle Staffing Group Plc, to Mr and Mrs Hope at a price of 10 pence each, being the nominal value and a 247 percent premium to the closing mid price of a share on 28th April 2009. Mr and Mrs Hope have agreed that for a period of 12 months following completion of the acquisition they will not dispose of the shares and that for a further 12 months thereafter any disposal will be made through the Company's broker in order to maintain an orderly market in the shares of Pinnacle. Following the acquisition Mr and Mrs Hope had a beneficial holding of 5.4 percent.
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