Schedule One - MHA plc | RNS | Ticker

Schedule One - MHA plc

RNS Announcement

RNS Number : 7928A

AIM

17 March 2025

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Project Balance Topco 1 plc to be renamed MHA plc (the "Company" and together with its subsidiaries the "Group")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

The Pinnacle, 150 Midsummer Boulevard, Milton Keynes, Buckinghamshire, MK9 1LZ

COUNTRY OF INCORPORATION:

England & Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.mha.co.uk

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

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 considers itself as a "trusted advisor" to its clients, offering skills and services across multiple disciplines and sectors.

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.

The Group has grown organically and through acquisitions. In 2023-2024, MHA was the 13th largest accountancy firm in the UK by revenue and the joint fastest-growing UK accountancy firm of the top 20 (www.accountancytoday.co.uk/top-30-accountancy-firmsuk- 2023-2024). The Group has experienced strong growth over the past ten years, generating revenue CAGR of 13.7% during the ten-year period to FY24.

Over the past five years, MHA's average fees from its top 10 clients have increased by approximately 224%, with particularly high growth in its Audit and Assurance division. Since 2016, revenue per Partner has increased by a multiple of over 2.5x from £0.6 million to £1.6 million in 2024. In FY24, the Group had recurring revenue of 87%.

MHA has a medium-term aspiration to become a top-10 UK accounting and professional services business, generating in excess of £500 million annualised revenue.

MHA's growth has been assisted by favourable regulatory factors, such as the increasing complexity of financial reporting and auditing standards and the volume of regulation facing MHA's clients, which has supported the significant increase in MHA's average client fees. The Directors believe that the rising levels of regulation designed to improve audit quality, the impact of strengthening controls over independence and the provision of non-audit services, and the withdrawal of many audit firms from the public company audit market, present greater opportunities for MHA to increase market share and achieve growth.

MHA has been an independent member of the Baker Tilly International ("BTI") Network since 2014. The BTI Network is a major global network of independent accountancy and business advisory firms, comprising 43,500 people across 143 territories and generating approximately $5.62 billion in revenue. Whilst the Group trades under the MHA brand in the UK, it benefits from being the UK and Ireland's representative of the BTI Network, enabling it to leverage the Baker Tilly brand and access internationally recognised experts for new business referrals and cross-border projects. The Directors believe that MHA's membership of the BTI Network presents further growth opportunities for the Group.

The Company has completed multiple strategic acquisitions to expand and diversify its services and additional targeted acquisitions will continue to be a key component of MHA's growth strategy following Admission. In April 2024, the Company completed its largest acquisition to date, Moore and Smalley, a UK-based firm of chartered accountants and business advisors, previously part of the MHA network. Moore and Smalley generated £30.4 million in revenue in FY24 and its acquisition added approximately 400 employees to the Group. The UK accountancy market remains fragmented and presents further opportunities for MHA to undertake further selective "bolt-on" acquisitions. MHA is also exploring cross-border acquisition opportunities, which may include other existing members of the BTI Network that are already known to MHA and which may share similar operating models.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

TBC ordinary shares of £TBC each in the capital of the Company ("Ordinary Shares").

No Ordinary Shares are or will be held in treasury.

The Ordinary Shares will be freely transferable and have no restrictions as to transfer placed on them.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Up to £125 million to be raised, comprising a placing as well as a retail offer of up to approximately £6 million new Ordinary Shares, raising new capital for the company as well as enabling a sell down by certain partners.

Anticipated market capitalisation on admission at the placing price: £TBC million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Geoffrey Barnes, Non-executive Chairman

Rakesh Shaunak, Chief Executive Officer

Steven Moore, Chief Financial Officer

Linda Main, Independent Non-executive Director

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

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	% of issued share capital immediately prior to Admission	% of issued share capital on Admission
Rakesh Shaunak	3.9%	TBC%
Steve Moore	3.4%	TBC%
Employee Benefit Trust	13.3%	TBC%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 March

(ii) 31 March 2024

(iii) 30 September 2025 (annual accounts for the year ending 31 March 2025), 31 December 2025 (half year report for the six months ending 30 September 2025) and 30 September 2026 (annual accounts for the year ending 31 March 2026)

EXPECTED ADMISSION DATE:

TBC

NAME AND ADDRESS OF NOMINATED ADVISER:

Cavendish Capital Markets Limited

One Bartholomew Close

London

EC1A 7BL

NAME AND ADDRESS OF BROKER:

Cavendish Capital Markets Limited

One Bartholomew Close

London

EC1A 7BL

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.mha.co.uk

The Company's admission document will contain full details about the applicant and the admission of its securities.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

17 March 2025

NEW/ UPDATE:

NEW

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RNS metadata

Title: Schedule One - MHA plc
Time: 08:00:01
Date: 17 Mar 2025
Category: Capital structure
ID: 7928A