REG - MHA PLC - Completion of Acquisition

MHAAnnouncement

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RNS Number : 7374U  MHA PLC  11 August 2025

 

11 August 2025

 

MHA plc

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

 

Completion of Acquisition

 

MHA (AIM: MHA), a leading professional services provider of audit and
assurance, tax, accountancy and advisory services is pleased to announce the
completion of the acquisition of Baker Tilly South-East Europe Holdings
Limited ("BTSEE").

 

The Company announced in May that it had agreed heads of terms to acquire
BTSEE, a leading professional services firm offering a comprehensive range of
services to clients in Cyprus, Greece and South-East Europe, predominantly in
audit, tax, advisory, legal and corporate services. The Group identified BTSEE
as an ideal fit for MHA, noting its strong financial track record, growth
potential, alignment of culture and complementary services to MHA.

 

MHA will pay to the vendors of BTSEE, 90% of the initial €20m equity value
through an initial cash consideration of €5.4 million, plus €12.6 million
to be satisfied through the issue of 10,862,069 new ordinary shares in the
Company (the "Completion Consideration Shares"). As set out in its
announcement on 7 May 2025, the issue price of the Consideration Shares is
equal to the IPO issue price of £1.00 per share, as agreed in the heads of
terms. Based off the Company's share price of 135.5p as at 8 August 2025, the
current value of the Consideration Shares is approximately €17.1 million.
The remaining 10% equity value is payable through additional new ordinary
shares to be issued in due course, which the vendors shall contribute to the
Company's Employee Benefit Trust ("EBT") with such number of shares to be
determined following completion account adjustments, as detailed below.

 

A final balancing payment will be made to the vendors depending on net debt
and working capital adjustments based off completion accounts. The payment
will comprise a mix of cash and new ordinary shares in the Company.
Consistent with the approach taken by MHA Partners on IPO, the vendors will
contribute 10% of the total consideration receivable by them to the EBT in new
ordinary shares. All consideration shares will be subject to lock-in and
clawback arrangements as apply to the shares acquired by the existing MHA
Partners on the IPO of the Company. A further announcement will be made
following the completion accounts confirming final payment and additional
shares to be issued to the vendors, including those contributed to the EBT.

 

For the 12 months ended 31 December 2024, BTSEE generated sales of €19.4
million, adjusted EBITDA of €3.9 million and profit before tax of €2.5
million, after adjusting for partner remuneration. BTSEE's revenue has grown
over the past four years at a compound average growth rate of 9% per annum. As
at 31 December 2024, BTSEE had net assets of approximately €1 million. The
Acquisition is expected to be earnings enhancing within the first full
financial year following completion.

 

Application has been made for 10,862,069 Completion Consideration Shares to be
admitted to trading on AIM on 12 August 2025 ("Admission"). Following
Admission, the Company will have 282,073,833 ordinary shares of 1p each in
issue. The Company holds no shares in Treasury. The total voting rights in the
Company following Admission will therefore be 282,073,833. This figure may be
used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

Further detail on BTSEE is set out in the Company's RNS dated 7 May 2025.

 

Rakesh Shaunak, CEO of MHA, commented:

 

"The completion of the acquisition of BTSEE, our first as a listed business,
aligns directly with our strategy stated at IPO to expand our international
footprint, including the potential to bring other members of the Baker Tilly
International Network into the Group where an opportunity arises. BTSEE is an
excellent fit, providing us with an immediate and significant presence in
Continental Europe and enabling us to further expand our footprint in key
strategic locations. I am delighted to welcome our new colleagues into the MHA
family and look forward to working together with them as one firm."

 

Marios Klitou, CEO of BTSEE, said:

 

"Joining forces with MHA marks an exciting milestone for our firm, underpinned
by a shared culture and outlook that made the decision a natural one. With
strong foundations already in place, we believe this partnership will quickly
deliver meaningful benefits for our clients and people across South East
Europe. MHA is an ambitious business with exciting growth plans - we're
thrilled to be joining the Group at a time of real opportunity and I'm
confident we will achieve success together."

 

Contacts:

 

 MHA                                                                        www.mha.co.uk (http://www.mha.co.uk/)
 Rakesh Shaunak, Chief Executive Officer                                    via Alma
 Steven Moore, Chief Financial Officer

 Cavendish Capital Markets Limited (Nominated Adviser & Broker)
 Stephen Keys, Callum Davidson, Katy Birkin (Corporate Finance)             +44 (0)20 7220 0500

 Michael Johnson (Sales)
 Tim Redfern, Sunila de Silva (ECM)

 Alma Strategic Communications                                              mha@almastrategic.com (mailto:mha@almastrategic.com)
 Andrew Jaques, Josh Royston, David Ison, Will Ellis Hancock, Sarah Peters  +44 (0)20 3405 0205

 

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