THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS RELEASE.

15 April 2025

MHA plc

("MHA", the "Company" and together with its subsidiaries the "Group")

First Day of Dealings on AIM

MHA (AIM: MHA), a leading professional services provider of audit and assurance, tax, accountancy and advisory services, is pleased to announce the admission of its entire issued ordinary share capital to trading on AIM, a market operated by the London Stock Exchange plc ("Admission").

Admission will take place, and dealings in the Company's ordinary shares of 1 pence each ("Ordinary Shares") will commence, at 8.00 a.m. today under the ticker 'MHA'. The ISIN of the Ordinary Shares is GB00BV0VHK88, the SEDOL of the Ordinary Shares is BV0VHK8 and the Company's LEI number is 6488GWOR8UO490L88275.

In conjunction with Admission, aggregate gross proceeds of approximately £98 million have successfully been raised by way of a placing with institutional and other investors of 95,800,000 new Ordinary Shares (the "Placing") and a retail offer of 2,211,779 new Ordinary Shares, at a price of 100 pence per Ordinary Share (the "Placing Price").

Cavendish Capital Markets Limited ("Cavendish") is acting as nominated adviser, bookrunner and broker to the Company.

Geoff Barnes, Chair of MHA, commented:

"MHA is a successful and growing business, underpinned by a long-standing commitment to exceptional client service, sustained investment in top talent and technology, and a disciplined approach to strategic acquisitions. Our admission to the market marks the next exciting stage in our evolution.

To have delivered such a strong fundraising outcome in the face of recent market volatility speaks to the quality of the business, the support of a highly engaged institutional investor base, and the determination of our management team and advisers, led by Cavendish.

Against a backdrop of rising demand for high-quality advisory services and increasing regulatory complexity, we believe we are well placed to build on the strong momentum we have established in recent years. Admission gives us the ideal platform to strengthen our market position and broaden our capabilities, enabling us to scale at pace and drive further innovation while continuing to deliver the high standards our clients expect. Importantly, it also allows us to offer equity participation to future partners and leaders, ensuring they share directly in the firm's ongoing success.

We are proud of what we have achieved so far, but we see even greater opportunity ahead. Together with our partners and new investors, and united by a shared ambition to capitalise on that opportunity, we look forward to shaping the next chapter of the Group's story as a public company, further enhancing the service we provide to clients, and achieving our medium-term goal of exceeding £500 million in annual revenues."

Transaction Highlights:

Company Highlights:

¹ www.accountancytoday.co.uk/top-30-accountancy-firms-uk-2023-2024

Unless otherwise stated, defined terms in this announcement have the same meaning as those in the admission document published by the Company on 10 April 2025.

Contacts:

About MHA

Founded in 1869, MHA is a leading professional services provider of audit and assurance, tax, accountancy and advisory services, based in the UK with an international presence.

MHA employs more than 1,800 people and has 160 Partners (including 10 retiree Partners), across its network of 23 offices, mostly in the UK as well as in Ireland and the Cayman Islands.

MHA is the UK and Ireland's representative of the BTI Network.

Business Overview

The Group's services are described below within four divisions:

Audit and Assurance Division

Audit and Assurance is the Group's primary service line. Core services within this division include external audit, financial reporting, governance, risk and compliance and grant and royalty audit. Clients comprise mostly private SME businesses as well as listed companies across multiple sectors. In FY24, the Audit and Assurance division contributed approximately 52% of the Group's total revenue, with the majority derived from audit services.

Tax Division

The Group offers a range of tax services for businesses and individuals, with expertise in both domestic and international tax compliance and advice. In FY24, the Tax division contributed approximately 19% of the Group's total revenue.

Accounting and Business Advisory Division

The Group provides a range of accountancy, business advisory and outsourcing services including corporate finance, restructure and recovery, corporate forensic accounting, HR solutions, payroll, bookkeeping and cloud accounting. In FY24, the Accounting and Business Advisory division contributed approximately 27% of the Group's total revenue.

Wealth Management Division

Wealth management is a more recently established service line and was introduced in its current form through the acquisition of Cave & Sons, a Northampton based financial adviser, in April 2022. In FY24, the Wealth Management division contributed approximately 2% of the Group's total revenue and in April 2024 the Company acquired a wealth management business with the wider acquisition of Northwest based Moore and Smalley.

Current Trading and Prospects

Since the six-month period ended 30 September 2024, the Group has continued to trade in line with the Directors' expectations both as regards revenue growth and operating margins. During this time, the Group has also actively progressed the integration of the acquisitions made in H125 and continues to assess new acquisition opportunities.

The last quarter of each financial year is traditionally the most active for the Group, as many corporate clients move into their annual audit cycle and tax clients filing and payment deadlines arise. These revenues are expected to have built on the Group's strong operational performance in the first nine months of the year.

Given the positive trading performance to date and their assessment of the strength of the Group's growth strategy, transaction pipeline and proven business model, based on organic and selective acquisitive growth, the Directors have confidence in the Group's results for the financial year ended 31 March 2025 and for its prospects beyond.

Dividend policy

The Directors expect the Group to continue to be highly cash-generative following Admission and believe that the Company will be well placed to pay a regular and progressive dividend to Shareholders. The Directors intend to adopt a dividend policy that reflects the long-term earnings and cashflow potential of the Group. Following Admission, the Directors anticipate that the Company will initially adopt a payout ratio of 50 per cent. of the Group's net profit after tax. The Directors intend to pay quarterly dividends, with the first payment expected in December 2025 (i.e. during the third quarter of FY26).

Board of Directors

Executive Directors

Rakesh Shaunak - Chief Executive Officer

Rakesh currently serves as the Managing Partner and Chairman of MHA and will be Chief Executive Officer of MHA from Admission. He is also a Senior Director at Baker Tilly International, where MHA is a UK member. Rakesh is a qualified Chartered Accountant, having trained with a top five firm, and is a member of the Chartered Institute of Taxation. His expertise includes business advisory services, with a significant portfolio of corporate clients. As an Audit Partner, he oversees several of MHA's PIE audits, including those of international banks and listed companies. Additionally, Rakesh is a non-executive director of Glenstone REIT plc and was formerly Chairman of the Audit and Risk Committee at the Chartered Institute of Taxation.

Steven Moore - Chief Financial Officer

Steven qualified with MHA and became a partner in 1989. He has been a member of the Board since 2011 with responsibility for the Group's finances and will continue as Chief Financial Officer from Admission. He has worked closely with Rakesh on the Board for the past 13 years and leads on the mergers and acquisitions across the Group. He is Regional Chair of the Central, Midlands and Welsh regions. Steven has a client facing role specialising in the professional practices sector. He is a qualified Chartered Accountant and an audit Registered Individual. His experience includes providing business advisory services to mid to large privately owned businesses and subsidiaries of foreign parents.

Non-executive Directors

Geoffrey Barnes - Non-executive Chairman

Geoff formerly served as the executive Chairman of Casson Beckman, a leading mid-tier accountancy and professional services business, and was instrumental in the firm's merger with Baker Tilly in 1997. He later led Baker Tilly International's global growth as CEO, expanding the network and growing revenues to $3.8 billion by the time of his retirement in 2016. He was also previously Chairman of the International Advisory Panel at the Institute of Chartered Accountants in England and Wales ("ICAEW"), as well as a former member of the ICAEW governing council. Geoff currently serves as the non-executive Chairman of the Supervisory Board at Baker Tilly South East Europe Ltd (a non-statutory position) and as the senior non-executive director and Chairman of the Audit Committee at AIM-quoted CML Microsystems Plc.

Linda Main - Independent Non-executive Director

Linda is an experienced non-executive Director with considerable board experience and expertise in corporate governance structures and risk across a diverse range of businesses. Linda was previously a partner of KPMG LLP, where she led its equity capital markets advisory group. She was a board member of KPMG between 2018 to 2023, as well as chair of its risk committee. Since 2024, she has been a board member of the Quoted Companies Alliance as well as non-executive Director of an AIM quoted company in the energy sector. She is also currently a partner at Gara Strategic Advisory, an advisory firm focused on supporting companies considering an IPO.

Sir Robert ("Bob") Neill KC - Independent Non-executive Director  

Sir Bob is an experienced leader, Chairman, and policy expert with a track record in governance, law, and public affairs and was a practising British criminal law barrister, specialising in criminal and complex fraud cases with a regulatory focus, from 1975 to 2008.  In 2006, Sir Bob was elected as the Member of Parliament for Bromley and Chislehurst, serving until 2024. During his tenure, he held several significant positions, including Parliamentary Under-Secretary of State for London, Local Government, and Planning at the Department for Communities and Local Government from May 2010 to September 2012 and Chair of the Justice Select Committee for the House of Commons from June 2015 to May 2024, where he was an advocate for the criminal justice system and legal aid. From 2002 to 2006, Sir Bob was a non-executive Director for the Northeast London Strategic Health Authority and a Member of the London Assembly from 2000 to 2008. In recognition of his public service, Sir Bob was knighted in the 2020 New Year Honours and was appointed an Honorary King's Counsel in January 2024 for his contribution to political service. As well as having a track record of supporting and building teams from diverse backgrounds to deliver exceptional results, Sir Bob has a law degree from the London School of Economics and Political Science and is a Fellow of the Royal Society of Arts.

The Company announced the launch of the Retail Offer via Bookbuild on 10 April 2025. Following the close of the Retail Offer on 14 April 2025, the Company notes the following updates to the percentages held following Admission in the tables and disclosures published in its Admission Document dated 10 April 2025, as a result of the dilution from the Retail Offer.

DIRECTORS' SHAREHOLDINGS AND OTHER INTERESTS

*includes shares held by persons closely associated

SIGNIFICANT SHAREHOLDERS AND OTHER INTERESTS

CONCERT PARTY POSITION AND RULE 9 IMPLICATIONS

Under paragraph (10) of the definition of "acting in concert" in the Takeover Code, it is presumed (unless the contrary can be established) that a concert party arises in relation to members of a partnership who sell their shares in that company in consideration for the issue of new shares in a company to which the Takeover Code applies, or who, following the re-registration of that company as a public company in connection with an initial public offering or otherwise, become shareholders in a company to which the Takeover Code applies.

The Company has agreed with the Takeover Panel that all partners in MHA LLP who become shareholders of the Company on Admission are regarded as acting in concert with each other (the "Concert Party") in relation to the Company for the purposes of paragraph (10) of the definition of "acting in concert" in the Takeover Code.

Immediately following Admission, the Concert Party will be interested (directly or indirectly) in approximately 54.4% ("Concert Party Voting Rights Percentage") of the voting rights of the Company and given the Concert Party Voting Rights Percentage represents more than 50% of voting rights in the Company (for so long as they continue to be treated as acting in concert), the Concert Party may accordingly increase their aggregate interests in their shareholding without incurring any further obligation under Rule 9 of the Takeover Code to make a general offer, although individual members of the Concert Party or any sub-group of such concert party will not be able to increase their percentage interest in shares through or between a Rule 9 threshold (to or through 30 per cent. of the voting rights or any increase between (and including) 30 per cent but no more than 50% of the voting rights) without Takeover Panel consent. If the Takeover Panel consent is not obtained, the Concert Party will incur an obligation under Rule 9 of the Takeover Code to make a general offer for all the outstanding shares in the Company.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

IMPORTANT NOTICES

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction where such offer or solicitation may be restricted, unlawful or unauthorised. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in Canada, Australia, Japan, or the Republic of South Africa or to, or for the account or benefit of any national resident or citizen of Canada, Australia, Japan, or the Republic of South Africa.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

This announcement is addressed to and directed only at persons who are (a) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation (Regulation (EU) No 2017/1129), or (b) persons in the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation (Regulation (EU) No. 2017/1129, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018) (the "UK Prospectus Regulation"), who (i) have professional experience in matters relating to investments and fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order, or (c) persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. The value of the Ordinary Shares can decrease as well as increase.

This announcement contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Group's control and all of which are based on the Directors' current beliefs and expectations about future events. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the terms "anticipates", "believes", "could", "envisages", "estimates", "expects", "intends", "may", "plans", "projects", "should", "will" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They include statements regarding the intentions, beliefs and current expectations of the Company or the Directors concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which the Group operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The actual results, performance or achievements of the Company or developments in the industry in which the Group operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this announcement.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.

Each of the Company and Cavendish, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice, (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances or (iii) a personal recommendation to you.

For the avoidance of doubt, the contents of the Group's website, or any website directly or indirectly linked to the Group's website, are not incorporated by reference into, and do not form part of, this announcement.