Multi Group Plc, the specialist healthcare recruitment group, is pleased to announce the disposal (ìthe Disposalî) of its non-core general recruitment subsidiary Berry Recruitment Limited (ìBRLî) to the subsidiaryís management team.
Multi has agreed to sell the entire issued share capital of BRL to Aldridge Recruitment Limited, a company formed for the purpose (the Purchaser). The overall value of the transaction to Multi is estimated to be 1.87m, which figure includes the cash consideration of 500,000 and the 1.37m of BRLís liabilities being assumed by the Purchaser.
Of the cash consideration, 250,000 is to be paid on or before 24 March 2006 and the balance, which has been secured by a charge over various securities and by a personal guarantee from Antony Berry, the founder of BRL, is payable on the first anniversary of completion. These monies will be applied to provide working capital for the remainder of the Multi Group.
Unaudited management accounts indicate that during the approximate nine month period of Multiís ownership of BRL during the year to 31 December 2005, BRL recorded revenues of 6.5 million on which it is expected to report a loss before taxation of approximately 300,000.
As part of the arrangements, Multi has agreed to release Antony Berry from certain of his obligations as warrantor arising pursuant to the share purchase agreement entered into between him and Multi on 7 March 2005 concerning Multi’s original acquisition of Berry Recruitment Holdings Limited, of which BRL was a subsidiary.
Also as part of the arrangements, all existing obligations on Multi to pay deferred consideration to the vendors of Berry Recruitment Holdings Limited have been terminated.
Related Parties Transaction
Antony Berry currently owns 20,000,000 ordinary shares in the capital of Multi and is also beneficially interested in 50% of the ordinary share capital of the Purchaser. Given the nature and extent of Antony Berry’s shareholding in both Multi and the Purchaser, the Disposal is considered, for the purposes of the AIM Rules, to be a transaction with a related party. The directors of Multi, having been so advised by Corporate Synergy, consider the terms of the disposal to be fair and reasonable insofar as shareholders of the Company are concerned.
Change of year end
Following its disposal of BRL and its recent acquisition of Global Medics, Multi is to change its year end date from 31 December to 31 March. This change will ensure that results reported in the future will more accurately reflect the composition and focus of the Group.
Commenting on the transaction Multiís Executive Chairman Oliver Cooke said
ìThe sale of Multiís general recruitment business to its management team is a positive achievement for the Group; it allows us to dispose of a loss making subsidiary whilst increasing the Directorsí focus on our successful core businesses in the Medical and Care sectors.î
Disposal of General Recruitment Subsidiary Change of year end
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