Jobs.co.uk PLC, which had its shares temporarily suspended, said it has agreed to buy E-Cruitnow Ltd and it intends to make an offer to buy Halcyon Internet PLC.
Upon completion of these acquisition, the group proposes to change the structure of the board including the appointment of the founder of E-Cruitnow, Peter Gold, as chief executive officer.
E-Cruitnow is a private limited company and is being acquired for up to 2.6 mln stg. This consideration will be satisfied by 50,000 stg in cash and the issue of 15 mln new ordinary shares in Jobs.co.uk at 5 pence per new ordinary share at completion. The remaining potential consideration of up to 1.8 mln stg is profit-related to the year to Dec 31 2002 and will be satisfied by the issue of up to 21,444,380 new ordinary shares at 5 pence per share and up to 727,781 stg in the form of secured loan stock in the company.
Jobs.co.uk said Halcyon is a public limited company whose ordinary shares were withdrawn from trading on OFEX in December 2001.
Jobs.co.uk said it intends to offer Halcyon shareholders 9 new ordinary shares at 5 pence each for every 5 Halcyon shares they hold. The value of the total consideration is 728,325 stg.
Jobs.co.uk also stated it has irrevocable undertakings to accept the offer, in the absence of a higher offer being made, from 73.92 pct of Halcyonís shareholders.
The company also said it is entering into new banking arrangements to provide additional working capital to the company as enlarged by the acquisition of Halcyon and E-Cruitnow. Further working capital is to be provided with a 1.8 mln stg loan agreement with the companyís major shareholder, Pertemps Group Ltd.
In addition, Pertemps has agreed to subscribe for 23,092,501 new ordinary shares at 5 pence each.
Among the board changes to take place following the acquisitions, chairman Henry Shouler has decided to step down. He will remain as non-executive vice chairman and Nicholas Jeffrey has agreed to act as chairman in his place.
In addition, Ron Stanley and John Gulliver have resigned from the board as directors.
Halcyonís chief executive officer, Richard Hawksworth, is proposed to be appointed corporate development director of the enlarged group.
As a result of the companyís recent history, its profit and loss account has a current deficit of approximately 1.3 mln stg. This would prevent the company from paying dividends until the deficit is eliminated.
The company, therefore, wishes to eliminate a significant proportion of the deficit and accordingly intends to seek the approval of shareholders and the confirmation of the High Court to a reduction of capital by the cancellation of the share premium account.
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Jobs.co.uk to buy E-Cruitnow, Halcyon Internet
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