Completion of James Gray Recruitment acquisition

Connecting Excellence Group PLC

05 October 2026

 

5 October 2026

Connecting Excellence Group Plc

(“Connecting Excellence Group”, “XCE”, the “Group” or the “Company”)

Completion of James Gray Recruitment acquisition

XCE completes its first recruitment acquisition, adding £1.79 million of revenue and £431,000 of EBITDA, and taking its Bitcoin treasury to 81.157 BTC

Connecting Excellence Group Plc (AQSE: XCE / OTCQB: XCELF), the international executive and specialist recruitment group with a long-term Bitcoin (BTC) treasury strategy, announces that it has completed the acquisition of the entire issued share capital of James Gray Recruitment Limited ("JGR") and, simultaneously, the acquisition of James Gray Engineering Limited ("JGE") (JGR and JGE together, the "Targets", and their acquisition, the "Acquisition").

XCE has now completed its first recruitment business acquisition, an important step in the execution of its decentralised acquisition strategy.

Highlights

• Operational: the Acquisition adds a profitable, growing specialist recruitment business with combined, unaudited revenue of £1.79 million, up 21.5%, gross profit of £1.27 million at a 70.9% margin and EBITDA of £431,000 in the twelve months to 30 June 2026, materially increasing the scale of the Group.
• Capital-light structure: excluding the Bitcoin, a net cash outflow of approximately £150,000 on completion. The balance of the consideration is deferred and linked to EBITDA delivery in the calendar years 2027 to 2029. XCE expects to retain approximately 75% to 85% of cumulative EBITDA over the earn-out period.
• Bitcoin treasury balance sheet: the Group’s holding has increased to 81.157 BTC, including the 8.216 BTC held by the Targets, reflected in the consideration at a market value of £531,223 (£64,657 per BTC) and funded from the £600,000 subscription. The Group’s holding is valued at £5.25 million at the 4.00 p.m. price on 2 October 2026.

The Acquisition

James Gray Recruitment is a specialist construction and engineering recruiter, placing technical, management and leadership candidates across the UK, US and international markets. The Acquisition adds a profitable, growing business with an established client and candidate network to the Group. In line with XCE’s decentralised model, James Gray retains its brand, management and operating independence, and gains permanent capital, a listed platform and access to the wider Group.

On a combined and unaudited basis, JGR and JGE generated revenue of £1.79 million in the twelve months to 30 June 2026, up 21.5% on the prior 12 months, gross profit of £1.27 million at a 70.9% margin, and EBITDA of £431,000. The Group will consolidate the results of the Targets from completion.

Completion of Acquisition

The Acquisition has completed on the terms previously announced by the Company on 1 September 2026.

The initial cash consideration of £575,000, of which approximately £425,000 has been settled by way of set-off against amounts owed to the Targets by their shareholders, has resulted in a net cash outflow from the Group on completion of approximately £150,000, before transaction costs. In addition, the consideration includes £531,223 reflecting the market value of the 8.216 BTC held by the Targets, as described below.

A further payment of £60,000 is due in 2028, with the remaining consideration deferred and subject to EBITDA performance in each of the calendar years 2027, 2028 and 2029, with no payment due below the agreed minimum EBITDA threshold. The deferred consideration has two elements:

• a cash earn-out, payable annually from January 2028 to January 2030, which rises with the EBITDA delivered against the agreed thresholds; and
• consideration shares with a maximum value of £200,000 in each of 2028, 2029 and 2030, measured on a 30-day volume-weighted average price and issued only once that year’s minimum EBITDA threshold is met. Because each tranche is fixed by value, the higher the share price, the fewer shares are issued, and each tranche is capped at 6,666,667 Ordinary Shares. Where the capped number of shares is worth less than £200,000, a cash payment of up to £50,000 per tranche, and £150,000 in aggregate, is payable.

XCE expects to retain approximately 75% to 85% of cumulative EBITDA over the earn-out period. Further details of the consideration and earn-out arrangements are set out in the Company’s announcement of 1 September 2026.

Bitcoin treasury balance sheet

The consideration includes an amount equal to the market value of the 8.216 BTC held by the Targets, at £64,657.09 per BTC, being the 4.00 p.m. price on 2 October 2026, a total of £531,223. The Targets’ Bitcoin is now held within the Group, bringing the Group’s total holding to 81.157 BTC, valued at £5.25 million at that price.

Bitcoin per Share has increased to 16.0231 sats (issued) and 14.2192 sats (fully diluted), up 2.5% and 3.5% respectively on the position announced on 1 September 2026.

Treasury Summary:

• Total BTC Holdings: 81.1570*
• Average BTC Purchase Price: £60,642.26 ($80,344.93)
• Value of BTC Purchased to date: £5,247,375.45** ($6,952,247.74)
• BTC Yield*** from IPO: 550.2% (fully diluted) / 560.1% (issued)
• BTC Yield (QTD): 11.26% (fully diluted) / 11.26% (issued)
• Bitcoin per Share: 14.2192 sats (fully diluted) / 16.0231 sats (issued)

* Includes 10 BTC held in relation to XCE’s 2026 Bitcoin-denominated convertible bond programme. A portion of the Group’s Bitcoin is held as security under the revolving credit facility described below.

**Using a BTC GBP price of £64,657.09

***As defined below and upon XCE BTC Bond conversion

All conversions to USD use a USD to GBP exchange rate of $1.3249, being the rate at 4.00 p.m. on 2 October 2026, being the last practicable time prior to completion of the Acquisition.

The Company reports Bitcoin per Share and BTC Yield on both a fully diluted and an issued share basis. The fully diluted basis is that used in the Company’s previous announcements and is retained for comparability. It includes Ordinary Shares which are not guaranteed to be issued and which are issued only on the achievement of individual, operating company and Group performance triggers set so that any resulting issue is accretive to shareholders. The issued share basis is presented alongside it so that shareholders can see the position on the shares actually in issue.

The fully diluted basis excludes a maximum of 20,000,000 Ordinary Shares which may be issued as deferred consideration for the Acquisition, subject to the achievement of annual EBITDA thresholds in each of the calendar years 2027, 2028 and 2029.

Funding

The amount of £531,223 reflecting the 8.216 BTC held by the Targets was funded from the proceeds of the £600,000 subscription announced on 22 September 2026. The balance of the initial consideration, after set-off, was funded from the Group’s cash resources and a new revolving credit facility (the "Facility") provided by BitGo, the Group’s existing Bitcoin custodian.

Revolving credit facility

The Facility gives the Group immediate access to capital, so that it can complete acquisitions and make key hires at the pace those opportunities require, rather than waiting for the timing and settlement of equity issuance.

The Facility permits drawings of up to $1,500,000. Where drawn, it is secured against a portion of the Group’s Bitcoin held in custody with BitGo. BitGo does not rehypothecate the Bitcoin held as security under the Facility. Interest accrues at SOFR^ plus 2.5% per annum, subject to a minimum rate of 7.5% per annum, only while the Facility is drawn, and is rolled up, with no cash interest payable during the term.

^ Secured Overnight Financing Rate, a daily benchmark interest rate currently published by the Federal Reserve Bank of New York

Scott Ellam, Chief Executive Officer of Connecting Excellence Group, commented:

“The completion of our first acquisition is a significant milestone for XCE. It shows our model moving from strategy to execution, and James Gray Recruitment is exactly the type of business we are built for: profitable, specialist and founder-led, with a strong brand, established client relationships and significant room to grow.

“There are up to 1,000 owner-managed executive and specialist recruitment businesses in the UK, and around 10,000 worldwide. Many are profitable, with strong brands and committed owners, but no natural exit. Most are not suited to private equity, and trade buyers are rare. XCE is built for them. Owners and their teams keep their brand, their people and their independence, and gain a permanent home on a listed platform. We are not consolidating brands. The only thing we intend to consolidate is the value of these businesses, into one listed vehicle.

“This is the first of a series of potential acquisitions we have in our identified pipeline. Alongside continued organic growth across the Group, we see a significant opportunity to build a larger and more profitable recruitment group, while continuing to grow our Bitcoin treasury over the long term. We look forward to supporting the James Gray team in their next phase of growth.”

Richard Samuels, Managing Director of James Gray Recruitment, commented:

“We’ve built James Gray into a strong specialist business, and the focus now is on how much further we can take it. Joining XCE gives us greater firepower to invest in our team, expand into new markets and build on the opportunities we’re already seeing across the UK and US. We have ambitious plans for the business, and this gives us a bigger platform to deliver them.”

Connecting Excellence Group (“XCE”) Scott Ellam, Chief Executive Officer Angus Gladish, Chief Financial Officer	[e-mail] Tel: [phone]
AlbR Capital Limited (Aquis Corporate Adviser and Joint Broker) David Coffman Daniel Harris	Tel: [phone]
Allenby Capital (Joint Broker) Matt Butlin (Head of Equities) Nick Harriss (Corporate Finance)	Tel: [phone]
Yellow Jersey PR (Financial PR) Charles Goodwin Annabelle Wills	[e-mail] Tel: [phone]

The Directors of the Company accept responsibility for the contents of this announcement.

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

About Connecting Excellence Group Plc (“XCE”):

XCE is an international executive and specialist recruitment group with a long-term Bitcoin treasury strategy. The Group acquires, owns and grows profitable specialist recruitment businesses, which it holds permanently and which retain their brands, management and day-to-day independence.

XCE acquires executive and specialist recruitment businesses across sectors and geographies. It holds Bitcoin as a long-term reserve asset, designed to strengthen its balance sheet and support the growth of the Group.

Website: xce.io

Follow on X: XCE - Connecting Excellence Group

Follow on Linkedin: XCE - Connecting Excellence Group

About James Gray Recruitment:

Founded in 2006, James Gray Recruitment is a specialist construction and engineering recruitment business, placing technical, management and leadership candidates with clients across the UK, US and internationally.

James Gray Recruitment will continue to operate under its existing brand as part of XCE's decentralised operating model.

Website: www.jamesgrayrecruitment.com

Follow on Linkedin: James Gray Recruitment 

Important Notice: 

Connecting Excellence Group PLC holds treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of digital asset. Whilst the Board of Directors of the Company considers holding Bitcoin to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in Bitcoin to be high risk.

At the outset, it is important to note that an investment in the Company is not an investment in Bitcoin, either directly or by proxy. However, the Board of Directors of the Company consider Bitcoin to be an appropriate store of value and growth for the Company’s reserves and, accordingly, the Company is materially exposed to Bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company’s position in this regard.

The Company is neither authorised nor regulated by the FCA. And Bitcoin is unregulated in the UK. As with most other investments, the value of Bitcoin can go down as well as up, and therefore the value of the Company’s Bitcoin holdings can fluctuate. The Company may not be able to realise its Bitcoin exposure for the same value as it paid in the first place or even for the value the Company ascribes to its Bitcoin positions due to these market movements. And because Bitcoin is unregulated, the Company is not protected by the UK’s Financial Ombudsman Service or the Financial Services Compensation Scheme.

However, Bitcoin is formally recognised as personal property in the UK under the new Property (Digital Assets etc) Act 2025, which received Royal Assent on December 2, 2025. This legislation has removed previous legal uncertainty by establishing a new, third category of personal property to accommodate digital assets that do not fit traditional definitions.

The Board of Directors of the Company with a history of a Bitcoin treasury prior to becoming a public company, has taken the decision to invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin presents to the Company’s financial position. These risks include (but are not limited to): (i) the value of Bitcoin can be highly volatile, with value dropping as quickly as it can rise; (ii) the Bitcoin market is largely unregulated - there is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its Bitcoin at will - the ability to sell Bitcoin depends on various factors, including the supply and demand in the market at the relevant time, with operational failings such as technology outages, cyber-attacks and comingling of funds potentially causing unwanted delay. The Board of Directors of the Company does not subscribe to such a negative view, and therefore ascribes to the 'Bitcoin, not crypto' mantra and has a 'Bitcoin only ethos'. However, prospective investors in the Company are encouraged to do their own research and verify before investing.

 

END