TIDMHERC
RNS Number : 1962V
Hercules Site Services PLC
30 November 2023
30 November 2023
Hercules Site Services plc
("Hercules" or the "Company")
Acquisition of Future Build Recruitment
Hercules Site Services plc (AIM: HERC), a leading technology
enabled labour supply company for the UK infrastructure sector, is
pleased to announce that it has acquired 60% of Future Build
Recruitment Ltd ("Future Build"), a specialist UK-based
white-collar recruitment company operating in the UK construction
sector, for a total consideration of GBP1,251,000 (the
"Acquisition").
The transaction represents a significant milestone for the
Company as the first acquisition in Hercules' history, which will
see Future Build integrating into Hercules' Labour Supply division
and providing the Company with exposure to the white-collar
recruitment market.
Acquisition Highlights
-- The transaction will expand Hercules' exposure to the
white-collar and permanent recruitment market within the
construction industry, which consists of around 2.1 million workers
or 6% of the total UK workforce.
-- Brighton-based Future Build provides the Company with an
established presence in the Southeast of England, a region with
good growth prospects for the infrastructure and construction
sectors. Future Build focusses on permanent recruitment for main
contractors, house building, high-end residential, social housing
and specialist sub-contractor sectors. Future Build currently has
14 employees, with plans to expand the workforce to 16 in January
2024.
-- With minimal overlap between clients, the Acquisition will
enhance the service offering to the Company's existing blue chip
customer base, while Hercules' current offering will provide
complementary services to Future Build clients.
-- Hercules' management team expects synergies of the
Acquisition to include cross-selling across white and blue-collar
recruitment, the sharing of digital recruitment tools and a
stronger focus on permanent placement recruitment.
-- The consideration comprises GBP1,001,000 in cash and the
issue of 994,431 shares (the "Consideration Shares") at a price of
25.14 pence per share, representing the 10 day volume weighted
average price ending 28 November. The cash element is financed
through the Company's existing cash resources.
-- The Consideration Shares are subject to a 12-month lock-in
agreement followed by a 12-month orderly market agreement.
-- The vendors of Future Build (the "Vendors") can sell the
remaining 40% minority interest in Future Build to Hercules,
subject to the terms of the agreement outlined below (the
"Partnership Agreement").
-- In the year ending 31 December 2022, Future Build generated
revenues of GBP1,504,944 and produced profits before tax of
GBP490,258. The assets subject to the Acquisition had a net asset
value of GBP379,574.
-- The Acquisition will complete on the admission of the
Consideration Shares to trading on AIM as described below.
Brusk Korkmaz, Chief Executive of Hercules, commented:
"The Acquisition of Future Build represents a major milestone
for Hercules as we continue to deliver on our strategy. When we
floated on AIM in February 2022, we stated our intentions to grow
organically and through acquisitions which broaden our
capabilities, accelerate growth and enhance our core offerings.
Having tested the market opportunity in white-collar recruitment
through organic growth initiatives, this deal expands our footprint
in the white-collar recruitment market by bringing a highly
regarded business and team into the Company.
"I believe that Future Build will prove to be an excellent
addition to the Company and that this move will be beneficial to
both Hercules' and Future Build's clients who will now be able to
fulfil both white-collar and blue-collar recruitment opportunities
through the same provider. It also means that the Future Build team
will benefit from more exposure to the infrastructure market, which
is expected to grow substantially over the next 15 years. I look
forward to welcoming the management team and all Future Build
employees to Hercules."
Simon Yates and Richard Smith, Future Build Directors,
commented:
"We are delighted to be joining this ambitious company as it
delivers its long-term growth strategy. By joining our two
extensive client portfolios we will be able to provide both
white-collar and blue-collar recruitment services, creating a
significant platform for growth, exciting opportunities for our
internal team and adding value to our combined customers and
shareholders.
"We would like to thank all of our colleagues for their support
throughout this process, and we look forward to working alongside
Brusk and his team."
Partnership Agreement
Under the terms of the Partnership Agreement, the Vendors can
sell their remaining 40% minority interest to Hercules, between the
5(th) and 10(th) anniversary of completion, at a consideration
based on a multiple of 5.5x the average EBITDA achieved by Future
Build in the two years preceding the minority interest sale. The
consideration payable by Hercules for the remaining 40% interest
can be satisfied in cash or shares in the Company, with a maximum
of 68% settled in cash and capped at an aggregate cash payment of
GBP1 million. Following the 10(th) anniversary of completion,
Hercules has the right to acquire any remaining minority interest
held by the Vendors, based on the same calculation.
Application for Admission and Total Voting Rights
Application has been made for admission of the Consideration
Shares to trading on AIM ("Admission"). It is expected that
Admission will be on or around 1 December 2023. The Consideration
Shares will rank pari passu in all respects with the Company's
existing ordinary shares. Following Admission, the total number of
ordinary shares in the Company in issue will be 63,422,415. This
figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in the
Company under the FCA's Disclosure and Transparency Rules.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 which has been
incorporated into UK law by the European Union (Withdrawal) Act
2018.
For further information and enquiries, please contact:
Hercules Site Services plc c/o SEC Newgate
Brusk Korkmaz (CEO)
Paul Wheatcroft (CFO)
SP Angel (Nominated Adviser and Joint Broker)
Matthew Johnson / Adam Cowl / Harry Davies-Ball
(Corporate Finance) +44 (0) 20 3470
Grant Barker / Rob Rees (Sales and Broking) 0470
Cavendish Securities plc (Joint Broker)
Adrian Hadden / Charlie Combe / Dale Bellis +44 (0) 20 7397
(Sales and Broking) 8900
SEC Newgate (Financial Communications) +44 (0) 20 3757
Elisabeth Cowell / Ian Silvera / Matthew Elliott 6882
Hercules@secnewgate.co.uk
About Hercules Site Services PLC
Hercules is a leading tech enabled labour supply company for the
UK infrastructure sector. Founded in 2008, Hercules has an
established track record of profitability and fast-growth and has
built a blue-chip customer base which includes Balfour Beatty,
Costain, Kier, Skanska, Dyer & Butler and Volker Fitzpatrick.
The Company has been appointed to provide labour for a range of
high-profile infrastructure projects, such as HS2, due to its
agile, innovative, digital first approach and complete service
offering. It is well-placed to benefit from any government increase
in infrastructure spending and its experienced management team has
identified multiple opportunities for growth.
About Future Build Recruitment
Future Build Recruitment is one of the leading construction
recruitment companies in the UK. The Company applies an ethical
approach and a deep knowledge of the market to identify and recruit
well-suited candidates for clients in the UK and overseas. Future
Build's aim is to make a tangible difference to its clients while
enhancing candidates' careers. As an REC accredited recruitment
company, it is committed to upholding its standards of best
practice and professionalism.
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END
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November 30, 2023 02:00 ET (07:00 GMT)
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