13 November 2012 Norman Broadbent plc ("Norman Broadbent" or "the Company") Oversubscribed Placing, Acquisition and New Business Development Ventures Norman Broadbent is pleased to announce that it has raised £742,560 (the "Subscription") through the issue of 2,120,600 new ordinary shares in the capital of the Company at a price of 35 pence per share (the "Subscription Shares") to existing institutional investors, a Director of the Company and another investor. The Subscription, which was oversubscribed, is conditional upon admission of the Subscription Shares to trading on AIM ("Admission"). The net proceeds of the Subscription, amounting to approximately £730,000, will be invested into three new complimentary business development ventures (detailed below), which will enlarge and diversify the Company's product offerings in line with the stated strategy of building a group of complimentary, separately branded human capital businesses. The Company has also issued 319,285 new ordinary shares as part of the consideration for the acquisition of 51 per cent. of the issued share capital of one of the new business development ventures ("Acquisition Shares"). Pierce Casey, a Director of the Company, has agreed to subscribe for 533,371 Subscription Shares as part of the Subscription. Following Admission and the issue of the Acquisition Shares his holding in the enlarged issued share capital of the Company will be as follows: No. of Shareholding Percentage Subscription following holding of Shares Admission enlarged issued share capital Pierce Casey, Executive 533,371 3,200,598 24.53 Chairman In addition, Jon Moulton, a substantial shareholder of the Company, has agreed to subscribe for 533,371 Subscription Shares. Following Admission, Mr Moulton will be beneficially interested in a total of 3,200,598 ordinary shares, equivalent to 24.53 per cent. of the enlarged issued share capital of the Company. Due to the fact that Pierce Casey is a Director of the Company and the size of his shareholding, his participation in the Subscription constitutes a related party transaction as defined by the AIM Rules. The participation in the Subscription by Jon Moulton is also a related party transaction as defined by the AIM Rules due to the size of his shareholding. The Directors of the Company other than Mr Casey, having consulted with Merchant Securities Limited, the Company's Nominated Adviser, consider that Mr Casey's and Mr Moulton's participations in the Subscription are fair and reasonable insofar as shareholders are concerned. Application will be made for the Subscription Shares and the Acquisition Shares to be admitted to trading on AIM. Admission is expected to become effective on 16 November 2012. Following the admission of the Subscription Shares and the Acquisition Shares, the Company will have 13,048,686 ordinary shares in issue. New Business Development Ventures The Company is investing in three new business development areas: - Extending NB: Leadership Consultancy and Executive Search into France and Benelux; - The creation of a new mid-market recruitment business; and - Partnership in a new social media consultancy providing direct solutions to in-house recruiters and a personal brand consultancy in social media profiling. European Acquisition: The Company is pleased to announce the acquisition of 51 per cent. of the issued share capital of Acker Deboeck & Company SPRL ("Acker Deboeck") for a cash consideration of €169,000 and the issue of the Acquisition Shares; total consideration of £250,000. Acker Deboeck is an established, profitable, board level leadership consulting and executive search business. Headquartered in Brussels, Acker Deboeck has strong European client relationships, particularly in France. Acker Deboeck was founded by Michel Deboeck, an occupational psychologist and former Chief Human Resource Officer at BNP Paribas Fortis. Michel, Managing Partner of Acker Deboeck, will retain a 49 per cent. interest in the company, which will be rebranded and trade as Norman Broadbent from January 2013. Michel will work closely with the heads of the existing offices to focus on building Norman Broadbent's market share across core European markets. The acquisition builds on Norman Broadbent's growing reputation in, and commitment to, leadership consulting. This commitment is further demonstrated by the recent appointment of Carole Bodell as Managing Director of NB: Leadership Consulting and HADIL. Carole has 25 years consultancy experience with one of the world's largest specialist staffing services and human capital consultancy companies. She also founded HRi in the UK in 2000 as a joint venture with Vedior, which then merged with Randstad in 2008. Carole has advised professionals, at all levels, on behalf of a broad range of businesses from FTSE 100 companies to SMEs. Having sold her remaining shares in HRi last year Carole is now looking to drive NB: Leadership Consultancy aggressively over the coming years. New Business Launch for Mid-Market Recruitment: The Company will launch a separately branded, volume recruitment business to capitalise on the growing trend in the market place to seek a value driven recruitment solution below board level. This wholly owned subsidiary company will target the hiring needs of clients for mid and junior management levels on a typically non-retained fee basis. The strategy of this new business will be to build strong teams initially servicing corporates in growth markets such as technology, telecoms, pharmaceutical, healthcare and certain areas within financial services. This will allow the Company to service the needs of clients who are looking to experience an extension of the relationship they hold with the Norman Broadbent search business, but through a distinctly different service offering. Our Chairman Pierce Casey, who has a successful track record in this sector, will also chair this new brand, which will be launched under a new, experienced team in early 2013. The new business is expected to break-even within the second year. New Social Media Consultancy Partnership: The Company is also pleased to announce a new partnership led by Adam Gordon, the founder of `WinningWork' and `Social Media Search', two established and respected brands in the social media industry. The Company owns 51 per cent. of a new subsidiary which will initially trade under these two brands with Adam Gordon, as Chief Executive, retaining a 49 per cent. interest. WinningWork focuses on providing a bespoke consulting service to senior executives, developing their online business profiles and personal brands. It also enables professional service executives to generate targeted business development opportunities using established social media platforms. Social Media Search will answer the rapid response needs of internal recruiters. It will provide businesses with quick, targeted candidate lists and reference information, through skilled media trained employees who understand the breadth of social media and how to access and verify accurate information. Pierce Casey, Executive Chairman, commenting on the successful Subscription and new business development ventures, said: "Investment in these new companies represents a significant step towards our stated objective of building a group of complimentary, human capital businesses. The Norman Broadbent executive search brand remains core to the group, but with these investments we have the opportunity to diversify into the upper end of the high volume recruitment market as well as building the board level leadership consultancy business in the UK and Europe. As a result of this diversification into services outside of core executive search, the board will be considering a change of name for the Company to avoid any potential conflict or devaluing of the Norman Broadbent brand at board level. We are delighted to welcome Michel, Carole, Adam and their respective teams to the group." Contacts: Norman Broadbent plc 020 7484 0000 Pierce Casey / Sue O'Brien / Ben Felton Merchant Securities Limited (Nominated Advisor & 020 7628 2200 Broker) Simon Clements / Virginia Bull / Catherine Miles Notes to Editors Norman Broadbent plc is a leading provider of executive search and leadership consultancy services. It offers board and executive search services, interim management services and leadership consultancy services, such as executive assessment and development, talent management, and executive coaching services. Headquartered in London, the group operates globally and has offices in Barcelona, Bogota, Brussels, Dublin, Limassol, Milan, Madrid, Singapore, Los Angeles and across the Middle East. For further information visit www.normanbroadbent.com END -0- Nov/13/2012 07:00 GMT
NORMAN BROADBENT PLC: Oversubscribed placing and acquisition
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