Booragoon-based Total Staffing Solutions has entered an agreement to acquire recruiter Ultimate Skills in a $5 million scrip deal as it offloads its majority interest in Mining People International.
Booragoon-based Total Staffing Solutions has entered an agreement to acquire recruiter Ultimate Skills in a $5 million scrip deal as it offloads its majority interest in Mining People International.
TSS, which listed earlier this year, said it has signed a terms sheet to acquire Ultimate Business through the issue of 100 million shares priced a five cents each.
The transaction is subject to due diligence by both companies and also needs shareholder approval.
Should the acquisition proceed, TSS said it will receive a cash injection of $550,000.
Ultimate Skills has offices in Australia, Canada, the United Kingdom, India, Singapore and the Philippines.
Additionally, TSS said it will receive $1.2 million for the sale of its 67.3 per cent interest in Mining People to shareholders of the latter company.
TSS said the same shareholders have also agreed to provide a further $750,000 through a convertible note.
TSS had acquired an initial 51 per cent of Mining People when it listed in January this year, and boosted its stake to 67.3 per cent in October.
The Booragoon-based company had a further two options to acquire the remaining 32.7 per cent over the next 24 months.
Meantime, the company said it will raise a further $750,000 through a share placement.
Shares in TSS last traded at five cents before being placed in a trading halt.
The announcement is pasted below:
Total Staffing Solutions is pleased to announce the details of a $2.7 million capital injection. The Company will raise $750,000 through the issue of a convertible note, will receive $1.2 million through the sale of its interest in Mining People International, and will raise a further $750,000 by way of placement.
The Company has entered into an agreement with the minority shareholders of its controlled subsidiary, Mining People International, for the sale of the Company's interest in Mining People International for consideration of $1.2 million. The Company has further entered into an agreement whereby some of those same minority shareholders will provide funding of a further $750,000 by way of a convertible note. Both agreements will be subject to shareholder approval.
The Company has also raised $750,000 through the issue of 15 million ordinary shares at an issue price of 5 cents per share. Finalisation of this transaction will also require shareholder approval.
The Company has signed a terms sheet with the Ultimate Skills Group (which is subject to due diligence by both parties) whereby the Company will acquire the Ultimate Skills business by the issue of 100 million ordinary shares at 5 cents per share. Finalisation of this transaction will see a further cash injection of $550,000 by way of a $300,000 injection by the Ultimate Skills Group and the issue of a further convertible note of $250,000. This agreement will also require shareholder approval.
The Company will look to update its profit forecasts in the near future in view of the changed structure of the group and recent market conditions.
