Acquisition of Kiddy & Partners

Gateley (Holdings) Plc (AIM:GTLY), the law-led professional services group, is pleased to announce the acquisition of Kiddy & Partners ("Kiddy").

Kiddy (https://www.kiddyandpartners.com/) is a leading firm of Human Capital consultants specialising in assessment, talent management and leadership development. From its London base, the business partners with leading organisations in the UK and operates internationally in 25 cities across five continents. Kiddy's client list spans 80 of the FTSE Global 500 and 20 of the FTSE 100.

Kiddy will continue to trade under its existing name, with all staff relocating to Gateley's London office. Kiddy is a profitable and established business. In the year ended 31 December 2017 Kiddy generated pro forma revenues from continuing operations of £2,420,000 and operating profit of £213,000. The Board expects the acquisition to be immediately earnings enhancing.

Background to Kiddy & Partners

Established in 1972, Kiddy is a leader in its field delivering a comprehensive set of Human Capital consultancy services to businesses looking to improve the performance of their leaders and senior managers. Services include Assessment & Talent Management - executive assessment for Boards considering change, assessment of high-potential senior executives for development, management team due diligence and post-M&A management assessment; and Leadership Development - designing and delivering bespoke programmes to enable senior leaders to adapt and be successful in the context of their strategy and changing operating environment.

Terms of the acquisition

Under the terms of the acquisition, Gateley will acquire the business and assets of Kiddy & Partners LLP into a new 100% subsidiary of the Company. The initial consideration payable on completion will be approximately £850,000 settled 50% in cash and 50% by the issuance of 251,207 Ordinary Shares of 10 pence each in Gateley ('Ordinary Shares'). Deferred consideration of up to approximately £2,150,000 is based on a multiple of 4.5x EBITDA in respect of the post-completion period up to and including 30 April 2021 Deferred consideration will also be settled 50% in cash and 50% in Ordinary Shares. The maximum consideration payable cannot exceed £3,000,000. The acquisition is being made on a net working capital neutral basis.

Acquisition rationale

In September 2017, Gateley launched its Global Mobility service line. Global Mobility encompasses the management of employees on international assignments, covering a mix of employment law, immigration advice, international HR and tax and social security planning. It provides client support in a variety of areas, including, offshoring and nearshoring, Brexit planning and individual senior executive cross-border relocations. The acquisition of Kiddy significantly broadens the Group's Employment and People Services offering, now including legal advice and strategic consultancy across assessment, selection, management and development, both domestically and in relation to an employer's international business strategy.

Commenting on the acquisition, Michael Ward, Chief Executive Officer of Gateley said: "This acquisition significantly broadens and strengthens our Employment and People Services offering. There will be clear opportunities for us to collaborate and deliver integrated advice and services to a broader set of large-scale employers and across a wide range of industries. Kiddy represents our first acquisition in the Human Capital sector, which when put alongside Global Mobility and our Entrust pension trustee operation, moves our business forward, offering employers a range of legal and consultancy services as their businesses require. This acquisition is in line with our stated plan and follows similar progress made in our Real Estate group where high-value, niche, chartered surveying services now sit-alongside and complement our core legal offering."

Commenting on the acquisition, Simon Brittain, Managing Partner of Kiddy & Partners said: "We have a reputation as leaders in our field, providing specialist services that focus on commercial outcomes and we are excited to be joining Gateley who are like-minded and forward-thinking in their approach.

We understand the importance of investing in people; it's what our business is about. We are delighted to join Gateley whose business is also built on this key driver, investing in its people by aligning their interests with those of the business, and creating a modern and growing organisation in which they can thrive. We're excited about the opportunities that working with the wider Gateley Group will bring."

As set out above, 251,207 Ordinary Shares are to be issued in connection with the acquisition of Kiddy. Application has been made to the London Stock Exchange for the Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place at 8.00 a.m. on 12 July 2018.

The new Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue. Following Admission, Gateley's total issued share capital will comprise 108,435,765 Ordinary Shares. This number may be used by shareholders in Gateley as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of Gateley under the FCA's Disclosure Guidance and Transparency Rules.