11 November 2005
Embargoed until 0700 11 November 2005
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
This document is an advertisement and not a prospectus. Investors should not
purchase any ordinary shares referred to in this announcement except on the
basis of information in the prospectus.
('SThree' or the 'Company')
Announcement of Offer Price
SThree, one of the UK's leading information, communication and technology
('ICT') staffing businesses based on turnover, announces that the Offer Price of
its initial public offering (the 'Global Offer') has been set at 200p per
ordinary share (the 'Offer Price'), implying a market capitalisation of £275.9
The Global Offer comprises a sale of 39,718,732 ordinary shares, representing
approximately 28.8 per cent. of the Company's issued ordinary share capital and
an offer size of £79.4 million.
The ordinary shares are being offered by the co-founders of SThree, certain
members of the SThree management team and other SThree employees (current and
former), and private equity investors Barclays Private Equity, Gresham, 3i and
Parallel Ventures Nominees (the 'Selling Shareholders').
In connection with the Global Offer, the co-founders of SThree have granted UBS
Limited an Over-allotment Option, exercisable for 30 days after publication of
the Offer Price, to make available up to 5,957,808 additional ordinary shares at
the Offer Price to cover over-allotments, if any, made in connection with the
Global Offer and to cover short positions resulting from stabilisation
transactions. Assuming the over-allotment option is exercised in full, the total
offer size will be 45,676,540 Ordinary Shares, representing approximately 33.1
per cent. of the Company's issued ordinary share capital and an offer size of
The ordinary shares have been placed with a broad base of institutional
shareholders following a roadshow in the UK and Continental Europe.
Conditional dealings will commence on the London Stock Exchange at 8.00am today
under the ticker symbol 'STHR'. Admission and commencement of unconditional
dealings on the London Stock Exchange are expected to take place at 8.00am on or
about 16 November 2005.
UBS Investment Bank is acting as Sponsor, Financial Adviser, Bookrunner and
Global Co-ordinator of the Global Offer. Investec Bank (UK) Limited and Oriel
Securities Limited are acting as Co-Lead Managers.
Russell Clements, Chief Executive Officer of SThree, commented:
'We are delighted that the flotation has attracted strong support from leading
institutional investors. Our near 20-year track record, profitability and
fast-growing international business were important factors in attracting this
support. The public listing will enhance both the profile of our individual
brands and our ability to attract, retain and incentivise key personnel, moving
us closer towards our ultimate goal of becoming the most profitable specialist
staffing business in the UK and Europe.'
GLOBAL OFFER STATISTICS
Offer Price 200p
Number of Ordinary Shares being offered by the Selling Shareholders in the
Global Offer 39,718,732
Number of Ordinary Shares subject to the Over-allotment Option up to 5,957,808
Implied market capitalisation of the Company £275.9 million
SUMMARY OF STHREE
• SThree, founded in 1986, is one of the leading ICT staffing businesses in the
UK based on turnover. SThree provides both permanent and contract specialist
staffing services in the UK and Europe, primarily in the ICT sector and, to an
increasing extent in the UK, the banking and finance, accountancy, human
resources and engineering sectors.
• SThree currently operates under 12 brands, the 3 largest by turnover being
Computer Futures, Progressive and Huxley, and has 30 offices in the UK and 8
offices in Europe, in Belgium, The Netherlands, France, Germany and Ireland.
• For the year ended 30 November 2004 and the six months ended 31 May 2005, the
Company had turnover of £242.4 million and £143.5 million, respectively, and
gross profit of £75.9 million and £46.0 million, respectively.
• For the year ended 30 November 2004 and the six months ended 31 May 2005,
25.5 per cent. and 23.8 per cent., respectively, of the Company's gross profit
resulted from contract and permanent placements in Europe and the rest of the
• SThree has a selective approach to clients and focuses on high margin
opportunities, predominantly within the small to medium-sized enterprises
('SME') market, which SThree defines as including autonomous divisions of
large corporates. SThree does not pursue a high volume/low margin model.
SThree has a diverse, international client list of over 4,000 clients,
comprising primarily SMEs.
• In the financial year ended 30 November 2004, no single client accounted for
more than 2.4 per cent. of the Company's turnover derived from permanent
placements and no single client accounted for more than 2.1 per cent. of the
Company's turnover derived from contract staffing.
• Following the establishment of its first brand, Computer Futures, in 1986,
SThree adopted a multi-brand strategy, establishing new operations to address
growth opportunities. These new brands have typically been created out of one
of SThree's existing businesses and are an important means of retaining high
performing key employees who are often given the opportunity to acquire a
minority equity stake in the new business.
• SThree has an experienced, home-grown management team, and the majority of
SThree's senior management have been with SThree for more than 10 years each,
with the current CEO and COO having been with SThree since 1986 and 1988,
• Trading in the period since 31 May 2005 has been in-line with historical
seasonal trends. SThree's contract and permanent placement business has
increased since 31 May 2005. In addition, the contribution to turnover from
SThree's European and non-ICT operations has continued to increase since 31
May 2005. The programme of European expansion has continued with the opening
of Progressive's office in Amsterdam in July 2005.
STRATEGY FOR GROWTH
SThree aims to be the most profitable specialist staffing services business in
the United Kingdom and Europe. SThree's growth strategy is as follows:
• Continue to pursue a multi-brand strategy with continued establishment of new
• Pursue organic growth through continued development of SThree's core ICT
staffing business while increasing the Company's turnover from other sectors;
• Pursue geographic expansion; and
• Explore selective acquisitions.
- Ends -
SThree plc 020 7067 0700
Russell Clements, Chief Executive Officer
Sunil Wickremeratne, Chief Operating Officer
Michael Nelson, Chief Financial Officer
UBS 020 7567 8000
Jim Renwick / Russell Chambers
Weber Shandwick Square Mile 020 7067 0700
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These materials are not for distribution, directly or indirectly, in or into the
United States, Australia, Canada or Japan. This document does not constitute an
offer of securities for sale in the United States, nor may the securities be
offered or sold in the United States absent registration or an exemption from
registration as provided in the US Securities Act of 1933, and the rules and
regulations thereunder. No securities are being registered for offer or sale in
the United States and no public offering of the securities in the United States
will be made.
The information contained herein does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, exemption of registration or
qualification under the securities laws of any such jurisdiction.
The price and value of the securities referred to herein my go up as well as
down. Persons needing advice should consult a professional adviser.
Some of the information in this press release may contain projections or other
forward-looking statements regarding future events or the future financial
performance of SThree. You can identify forward looking statements by terms such
as 'expect,' 'believe,' 'anticipate,' 'estimate,' 'intend,' 'will,' 'could,'
'may' or 'might' or the negative of such terms or other similar expressions. We
wish to caution you that these statements are only predictions and that actual
events or results may differ materially. We do not intend to update these
statements to reflect events and circumstances occurring after the date hereof
or to reflect the occurrence of unanticipated events. Many factors could cause
the actual results to differ materially from those contained in our projections
or forward-looking statements, including, among others, general economic
conditions, our competitive environment, as well as many other risks
specifically related to SThree and its operations.
This document, which has been issued by SThree and is the sole responsibility of
SThree, has been approved solely for the purposes of Section 21 of the Financial
Services and Markets Act 2000 of the United Kingdom by UBS Limited of 1 Finsbury
Avenue, London EC2M 2PP.
UBS Limited ('UBS' or 'UBS Investment Bank') is acting exclusively for SThree in
relation to the Global Offer and no one else and will not be responsible to
anyone other than SThree for providing the protections afforded to clients of
UBS nor for providing any advice in relation to the Global Offer, the contents
of this announcement or any other matter referred to herein.
Investec Bank (UK) Limited and Oriel Securities Limited, each of which is
authorised and regulated in the United Kingdom by the Financial Services
Authority, are advising SThree in relation to the Global Offer and no one else
and will not be responsible to anyone other than SThree for providing the
protections afforded to the customers of Investec Bank (UK) Limited and Oriel
Securities Limited nor for providing any advice in relation to the Global Offer
or any other matter referred to herein
Copies of the prospectus will, following publication on 11 November 2005, be
available from the Company's registered office and UBS Limited, 1 Finsbury
Avenue, London EC2M 2PP.
In connection with the Global Offer, UBS Limited as stabilising manager (the
''Stabilising Manager'') may overallot or effect transactions with a view to
supporting the market price of the Ordinary Shares or any options warrants or
rights with respect to, or interests in, the ordinary shares or other securities
of the Company at a level higher than that which might otherwise prevail. Such
transactions may commence on or after the publication of the Offer Price and
will end no later than 30 days thereafter. However, there is no obligation on
the Stabilising Manager to do this. Such transactions may be effected on the
London Stock Exchange, the over-the-counter market or otherwise. There is no
assurance that such transactions will be undertaken and, if commenced, they may
be discontinued at any time. Save as required by law, the Stabilising Manager
does not intend to disclose the extent of any over-allotments and/or
stabilisation transactions under the Global Offer.
This information is provided by RNS
The company news service from the London Stock Exchange