Gambit M&A Market ReviewHuman Capital Q3 2015

Content Summary:Industry Overview Deals volumes in the UK increased by 50% in the third quarter of 2015 following two quarters of

constrained activity due to political uncertainty. The slowdown in GDP suggests an interest rate hikein mid-2016, providing further evidence that the next couple of quarters should be particularlybuoyant.

Global deal numbers were up 20.9% on Q2 and increased 39.7% year-on-year. North American activityremained buoyant, increasing 51% on Q2, mostly spurred on by a continuing fall in oil prices and lowcost financing. European activity also increased in Q3 reflecting the stabilisation of macroeconomicfactors.

Now that the UK is in a more politically stable condition, transaction volumes are expected toincrease in the short to medium term. And we therefore expect 2016 to see a strong level of M&Aactivity.

Macro Outlook We give a brief summary of current macroeconomic conditions and assess their impact on M&Aactivity.

Public Comparables Share prices of the 20 companies tracked by Gambit demonstrated the turbulence seen within themarket this quarter. Although suffering a small devaluation on Q2, the tracked companies againoutperformed the FTSE All-Share and FTSE Support Services indices which had a tougher time.

Deal Data We analyse transaction volumes and deal values in Q3 2015.

Sub-sector Analysis We analyse the significant trends within sub-sectors of the Human Capital market.

Global Cross-Border Analysis

We review global trends in cross-border M&A activity in the Human Capital market and highlight keytransactions. Data analysis this quarter includes sub-sector activity in various global regions andcountry standings in terms of M&A activity.

Guest Article New tax regime for staffing companies may impact future company valuesKevin Barrow, Partner at Osborne Clarke

Volumes & Values Deal volumes increased 20.9% on Q2 2015 and 39.7% year-on-year. Average deal value was £30m, a decrease of 17% on Q2 and relatively flat year-on-year. Strategic buyers were not as dominant this quarter accounting for 61% of transactions, down from 71% in Q2, as financial

buyers increase activity in niche sub-sectors in emerging markets and in general staffing in more developed economies.

Sub-sector Analysis Healthcare - This sub-sector continues to be active with an increase in volume of 45% on Q2. North America is a strong driver

of the sub-sector as Obamacare continues to provide private firms generous returns within most Healthcare sectors. HRO & RPO - The sub-sector is still considered attractive as although activity has somewhat stabilised following recent

growth it saw the largest average deal value with three deals exceeding £175 million. General Staffing - Employment figures in developed economies are still favourable for General Staffing firms, especially those

in contract and temporary employment fields. This positive outlook is ideal for both strategic and financial buyers with a60:40 split in activity, a figure in line with the buyer split across all Human Capital sub-sectors.

International Transactions European activity grew within the quarter with a rebound of UK activity. UK targets accounted for over half of European

deals and two large deals within the HRO & RPO sub-sector helped drive an average deal value of over £50 million in theregion.

The decision to hold interest rates continues the supply of cheap financing within the US that is stimulating activity with theregion being the most active in Q3.

Activity in the Middle East and Asia remains stable with Japan still proving to be the driving force within the region. China’sstock market volatility and investor uncertainty is subduing activity within the developing and emerging markets.

Key Observations From Q3 2015:

To sell: A number of favourable M&A conditions including improving company growth, robust valuations for quality assets andlow interest rates are combining to create a significant opportunity for M&A, with the market looking favourably for sellers.

Private Equity: Financial buyers continue to search for investment opportunities in niche sectors but are witnessing a shortageof available assets in the market. We expect to see a growing number of leveraged buyouts due to increasing debt availabilityand low interest rates.

Financing: Weak Eurozone growth is putting pressure on the European Central Bank to boost it’s stimulus programmes at it’sDecember meeting, which will provide more liquidity into the market. A reluctance by both the US and the UK to raiseinterest rates continues to provide cheap lending for mid-market companies.

Summary: Favourable M&A conditions are expected to continue for mid-market Human Capital companies...

Human Capital Q3 2015 M&A Market Review

Human Capital Industry Overview

Geraint RowePartner, Human Capital

With the UK in a more politically stable landscape, M&A data for Q3 showed an increase of 50% from Q2. Transactionvolumes were predicted to increase during this period and to remain buoyant through to the end of the year andinto 2016 as companies feel more comfortable undertaking M&A activity while there is less political and economicuncertainty.

The slight slowdown in UK GDP will put pressure on the Bank of England to delay the first interest rate rise until,most likely, mid to late 2016. This provides further evidence that we should expect an increase in M&A activitythroughout the remainder of this year and into 2016 as corporates look to conclude M&A soonest and benefit fromthe low cost of debt finance. Should economic growth slow further, government policy responses could causeunemployment to rise again, impacting the uplift we have witnessed in permanent recruitment. As it stands todaytemporary staffing has fuelled the M&A market in 2015 with growth projections at 6%. Firms specialising in temporarystaffing have been attractive acquisition targets and look set to remain attractive should this potential increase inunemployment materialise.

Japan in particular is a region where this trend of temporary staffing is extremely prevalent as many previous yearsof economic stagnation have eroded the concept of a ‘job-for-life’. The slowdown in China has not gone unnoticed inJapan as this quarter the economy has contracted, providing less favourable M&A conditions and ultimately adecline of 60% in Human Capital M&A transactions compared with Q2.

Greece still remains an issue in the EU, but agreeing to a third bailout in August has halted threats of bankruptcy andan exit from the Eurozone, therefore resulting in fading systematic risks within the region. The more stablemacroeconomic conditions combined with lower energy prices and a more competitive exchange rate means thatGDP for the period is likely to have grown from Q2. Business confidence is improving in the region, which will lead toincreased investment spending during the remainder of 2015 and into the New Year. This will likely lead to anincreased appetite for corporates to participate in M&A as they look to acquire to grow and enter new markets.Manufacturing and services output in the Eurozone is rising above expectations, despite concerns over theVolkswagen scandal and the slowdown in China, which has led to firms being encouraged to boost staffing levels.The rate of job creation, however, is still insufficient to make a substantial impact on reducing unemploymentdespite the rate deceasing to 10.8% in September.

North America saw a 51% increase in Human Capital deal volumes in Q3 2015, following a quarter of GDP growth andno change in inflation. Firms are expected to remain slightly cautious over the next few months as an interest ratehike looms on the horizon. The US economy shows signs of being ready for the rate increase with no majorimbalances within US borders, however considerations are being made for external situations, such as the slowdownin China, that have the threat of causing instability. We expect the M&A landscape in the US to become uncertain inthe short term before becoming more stable once the economic uncertainties have been resolved.

In terms of sub-sectors, data indicates significant transaction volume increases in IT, Healthcare and Engineering. ITin particular has been forecast to grow by 7% in 2016 as continuing concerns surrounding cyber security meanbusinesses need more skilled IT professionals. Data also shows an increase in deals involving an online presence asrecruiters continue to adapt their strategies for attracting talent to suit the more modern ways of job-seeking. In aworld where smartphones and social media are becoming increasingly popular tools for job-seeking, a mobilefriendly website and job search function is a necessity for recruiters, especially as passive candidates are becomingmore and more prevalent in the recruitment process.

Private equity transactions accounted for 40% of this quarter’s data which, while being a significant increase on Q2, isstill overshadowed by strategic acquirers. Our view is still that strategic buyers are dominating the market ascorporates use acquisitions to spur growth and enter new markets. There is still a shortage of sellers which meansthat assets coming to the market are seeing attractive multiples.

Company Name EV/EBITDA

Q4 2014EV/EBITDA

Q1 2015EV/EBITDA

Q2 2015EV/EBITDA

Q3 2015

Share Price change to 30 September 2015

3 months % 6 months % 12 months % 24 months %

Adecco S.A. (SWX) 11.7x 13.8x 12.8x 12.1x (6.4%) (11.9%) 18.5% 15.7%

Brunel International NV (ENXTAM)1 6.7x 9.1x 8.9x 9.6x (11.3%) (9.9%) (17.8%) (28.6%)

CPL Resources PLC (ISE) 11.2x 10.5x 9.8x 10.9x 9.7% 3.0% (18.7%) (9.0%)

Empresaria Group PLC (AIM) 4.1x 5.4x 5.8x 6.2x 22.3% 38.5% 46.1% 118.9%

Harvey Nash Group PLC (LSE) 6.2x 5.8x 7.2x 8.4x (5.8%) 33.2% (3.7%) 16.1%

Hays PLC (LSE) 14.5x 13.9x 14.9x 13.1x (7.4%) (0.8%) 32.9% 33.2%

Hydrogen Group PLC (AIM) 10.5x 7.0x 6.5x 4.3x (18.7%) (23.8%) (48.6%) (48.0%)

Impellam Group PLC (AIM) 6.1x 9.3x 9.1x 9.1x 11.3% 9.8% 56.6% 148.5%

Interquest Group PLC (AIM) 9.8x 9.4x 9.3x 7.4x (9.7%) (9.8%) (30.8%) 8.6%

ManpowerGroup Inc (NYSE) 7.3x 8.1x 8.6x 8.0x (4.8%) (5.8%) 27.3% 23.9%

Matchtech Group PLC (AIM) 9.9x 10.5x 12.8x 11.6x (9.7%) (8.1%) (11.0%) 20.4%

Michael Page International PLC (LSE) 14.8x 14.9x 18.4x 15.2x (13.0%) (7.9%) 14.8% (0.0%)

Penna Consulting PLC (AIM) 8.6x 8.5x 7.3x 10.0x 26.2% 49.0% 61.5% 130.4%

Prime People PLC (AIM) 7.1x 7.9x 8.4x 8.2x (2.1%) 10.2% 36.7% 102.8%

Randstad Holding NV (ENXTAM) 11.9x 14.9x 14.8x 13.9x (5.1%) (1.7%) 40.0% 17.9%

Robert Half International Inc (NYSE) 15.4x 13.8x 11.9x 10.5x (4.2%) (16.7%) 13.0% 44.0%

Robert Walters PLC (LSE) 13.8x 11.7x 13.2x 11.4x 1.5% 15.4% 37.3% 31.1%

Staffline Group PLC (AIM) 19.1x 12.4x 15.5x 21.5x 26.4% 89.3% 75.3% 175.0%

SThree PLC (LSE) 15.3x 14.2x 13.1x 12.3x (7.2%) 2.3% 3.2% 5.5%

USG People NV (ENXTAM) 8.3x 14.2x 14.4x 14.8x (4.7%) (1.0%) 26.0% 55.3%

Gambit Human Capital Index 10.8x 10.8x 11.1x 10.9x (0.6%) 7.7% 17.9% 43.1%

FTSE All-Share Index (6.6%) (8.9%) (5.6%) (3.1%)

FTSE Support Services Index (8.3%) (5.2%) 4.1% 4.2%

Human Capital Public Comparables

Global Human Capital Deal Volumes and Average Deal Value by Quarter

83 8575

93102 101

114 109 110122

102116

125 120134

162

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Human Capital Q3 2015 M&A Market Review

Deal volumes increased their strong upward trend with Q3 activity levels 20.9% up on Q2 and 39.7% year-on-yearas global economic conditions continued to improve. On an annualised basis the year to Q3 2015 saw 541 dealscompared to 450 in the year to Q3 2014, an increase of 20.2%.This suggests the growth being seen is sustainable and we expect to see strong M&A activity continuing into2016.

The Gambit Human Capital Index, FTSE All-Share Index and FTSE Support Services Index all fell during the quarter.Human Capital companies continue to show resilience with their index continuing to outperform the wider market.

With the plateau in public interest company multiples being witnessed we expect to see cash rich companies comingto the market in the next 12 months to pursue acquisition strategies to enhance market ratings, making it anopportune time for sellers.

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Human Capital Sub-sector Trends

= % of transactions Q3 2015

6%

OnlineSimilar to Engineering the Online sub-sector has continued its growthwith activity now back at levels seen in 2014. In Q3, unlike other sub-sectors, the majority of deals came from outside of the otherwisedominant North American and European regions with a large amountof East-Asian activity. The region’s activity, and generally the sub-sector as a whole, was driven by a larger number of financial buyersthan strategic, contrasting with other sectors.

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GeneralStaffing

Online Professional HRO & RPO Training Healthcare IT ExecutiveSearch

Engineering Energy

Q4-2014 Q1-2015 Q2-2015 Q3-2015

General StaffingAs expected with economies growing, especially those moreestablished ones, and reaching employment capacity General Staffingand temporary staffing firms are seeing plenty of activity. This isevidenced by 86% of transactions in Q3 occurring within Europe orNorth America. Strategic buyers still outnumber financial purchasersbut a 60:40 split gives an indication that the sub-sector is well valuedacross all buyer groups.

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HealthcareHealthcare as a sub-sector continues to grow. Transactions aredominated by US targets which comprise two thirds of worldwidetransactions. Obamacare is providing substantial returns to a numberof private Healthcare sectors and it seems staffing is certainly one. Asa whole transactions are mostly domestic in nature and largelydominated by strategic purchasers.

5% 10%

5%

17%

10%

31%

45%

14%

43%

167%

93%

Executive SearchThe decline in activity within the sub-sector can mainly be attributedto the lack of transactions within Europe. Only two deals werecontributed by the region which, in previous quarters, provided themajority of activity. The sub-sector is dominated by strategicpurchasers looking for bolt-ons and greater market share evidencedby Randstad in its £65 million purchase of RiseSmart.

HRO & RPOAlthough transaction volumes saw little growth the sub-sectoraveraged the highest deal value with three transactions breaking the£175 million mark. US buyers accounted for nearly 60% of HRO & RPOtransactions, including the three largest, buying both domestic andforeign firms within the sub-sector.

EngineeringWith two consecutive quarters of growth the Engineering sub-sectordisplayed activity in Q3 similar to that at the turn of the year. Growthhas coincided with steadily growing economies and an uptick inengineering and construction projects both small and large across allregions.

Human Capital Q3 2015 M&A Market Review

= % growth Q2 to Q3 2015

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Global Human Capital M&A Deal Flow

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Human Capital Q3 2015 M&A Market Review

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Training

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HRO & RPO

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Sector Activity by Global Region – Q3 2015

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United States United Kingdom Japan Australia Netherlands

Domestic Cross-border

North AmericaA 51% increase in transaction volumes from Q2means North America had the busiest quarteras a region. With interest rates being held,domestic deals rose substantially while just ahandful of transactions came from foreignpurchasers. A sub-sector that is more prevalentwithin the region than others, not just instaffing, is Healthcare accounting for nearly 20%of transactions and attracts both strategic andfinancial buyers.

EuropeActivity remained buoyant in Q3 mostly drivenby UK targets that accounted for over half of alltransactions. It was also UK targets that pushedthe average deal value over £50 million withinEurope from the two large HRO & RPOtransactions from US buyers. Cross-bordertransactions as a whole accounted for nearly athird of all activity and were mostly strategicpurchases highlighting the apparent valuewithin the region.

Regional Deal Activity (By Target) – Q3 2015

Selected Global Human Capital Transactions

Acquisition

Target: Hay Group (UK)

Acquirer: Korn Ferry International (US)

Value: £296.4m

Sector: HRO & RPO

Acquisition

Target: RiseSmart Inc. (US)

Acquirer: Randstad Holding(Netherlands)

Value: £65.6m

Sector: Executive Search

Institutional Buy-Out

Target: PA Consulting Group Ltd (UK)

Acquirer: The Carlyle Group (US)

Value: £336.3m

Sector: HRO & RPO

Acquisition

Target: Lighthouse Placement Services (US)

Acquirer: Staffing 360 Solutions Inc. (US)

Value: Undisclosed

Sector: Engineering

Acquisition

Target: JobKorea Ltd. (South Korea)

Acquirer: H&Q Korea Partners Co. Ltd. (South Korea)

Value: £55.7m

Sector: Online

Middle East and AsiaMiddle Eastern and Asian activity remained in linewith previous quarters with Japan still being thedominant player within the region. China’sactivity continues to fluctuate quarter to quarterand was hampered this quarter with extrememarket volatility. Q3 saw a smaller number ofcross-border purchasers than previous quarterswithin the region which could well be anindication of the uncertainty around the strengthof emerging markets.

Human Capital Q3 2015 M&A Market Review

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For several years the UK has been out of kilter with the US and most other major Western economies in that the supplyof contract staff via tax efficient arrangements (such as, in the UK, umbrella expenses schemes and personal servicecompany ("PSC") contracting) has been a risk issue for the operator of the relevant arrangement rather than thestaffing company, managed service provider or hirer higher up the chain. There have of course been some measureswhich in theory can pass liability to staffing companies and hirers but in practice they are rarely applied by HMRC. Thatmeans that to date the UK tax risks (known, for example, as "worker misclassification" in the US) associated with thesupply and use of contract staff have not generally been a concern to major hirers and staffing companies. These taxrisks have not been a key issue in terms of due diligence in M&A in the sector, and it has been relatively easy to apply anumber of major tax breaks in the UK to keep costs down for hirers, volumes and margins up for staffing companiesand take-home pay rates up for contractors.

That may be about to change.

Following several years of increasing media and political focus on tax arrangements in the staffing supply chain, severalrelated HMRC measures are about to have a bigger commercial impact on the UK staffing market than any other legalor regulatory development for 20 years. These measures include:(i) the proposed end of umbrella expenses schemes (which will, from April 2016, mean that umbrella companies cannotpay travel and subsistence expenses to umbrella workers tax free, making those workers as expensive as PAYEworkers) with hirers and other intermediaries being liable if they cannot prove to HMRC that tax and NICs have beenproperly dealt with in their supply chain, (ii) a proposed crack-down, from April 2016, on expenses paid by PSC workersto themselves tax free (which would have a major impact on many PSC workers especially those relatively lower paidPSC workers being shunted into PSC arrangements from umbrella arrangements), (iii) increases in tax payable by PSCson dividend income, (iv) a general review of IR35 with (again) the hirer likely to become liable from sometime in 2017/8if in fact the PSC does not pass the relevant tests but continues to pay itself dividends instead of PAYE salary, (v) ageneral move towards much easier tests (from HMRC's perspective) in terms of whether someone is or is not caught bythe new measures, with the burden being on the taxpayer to prove the tax and NICs are not due and; (vi) anti-avoidance legislation and the like which is designed to prevent a mass move towards PSC contracting from umbrellas,and will make directors of companies involved in attempts to get round the new legislation being personally liable.

In other words HMRC are significantly strengthening IR35 and associated measures and are about to completely changethe game.

The big questions are: how will the market respond and how will this affect staffing company values?

Our view is that many hirers will look to more sophisticated staffing companies for reassurance about this and thatmight increase their market share. Equally it may be one more factor making it relatively harder to be a smaller staffingcompany. Linked to this we consider there will be a continuation of the trend for some staffing companies in certainsub-sectors to move into consultancy or outsourcing or so-called "statement of work" models of supply (which forvarious technical reasons may not be so badly affected in terms of loss of tax efficiency). Perhaps that convergence willdrive M&A activity, at higher multiples than traditional staffing company multiples, between theconsultancy/outsourcing sector and the staffing sector?

But in the shorter term there are challenges for companies looking at M&A. If the tax efficiencies are lost and hirersrefuse to gross up pay rates to compensate, or if hirers just start seeing contract staff as a more expensive resourcethan they had budgeted for, will staffing volumes and/or margins decline? How can buyers or sellers confidently predictfuture incomes until the new legislation has bedded down a bit? What retentions will buyers insist on to cover possibletax debt transfer risk under tax indemnities which hirers will inevitably ask staffing companies to give? Will retentionsbe enough to cover the risk?

We suggest that things will settle down and that staffing companies whose key offering is the efficient provision ofhard-to-find skilled staff on a flexible basis will not be materially affected in the longer term. That is how similarlegislation played out in the US and countries like the Netherlands. In the shorter term however many staffingcompanies may have quite a lot of commercial remodelling to do, and if they don't that will affect the sustainability oftheir current profits.

Kevin is a Partner in the Recruitment Sector team at international legal practice Osborne Clarke.

Guest Article: New tax regime for staffing companies may impact future company values

Kevin BarrowPartner, Osborne Clarke

Earn outs – What are they and how do they affect the sale of your business?Simon MarsdenDirector, Gambit Corporate Finance

What is an earn out?

An earn out is a deal structure that involves a partial payment of consideration from the buyer at completion with a conditionalagreement to make additional payments based on the future financial performance of the business.

How prevalent are they in M&A??

With around 40% of M&A transactions in the last two years incorporating an earn out they have become an increasingly importantfactor for sellers in deal structuring. Earn outs gained popularity in 2008/2009 to cater for situations where there was a lack ofvisibility or agreement on future earnings and to protect buyers against potentially overpaying for a business. Since 2008 they haveremained popular not only in times of economic uncertainty but have also been frequently used to create tax advantages for theseller and cash flow advantages for the buyer. In Human Capital specifically, since the sector is people driven, an earn out isparticularly common to ensure the future financial goals of the buyer and seller are aligned and the goodwill of the business ispreserved at the time of the seller’s exit.

How do they Work?

At completion the seller is paid part of the consideration with an agreed structure for further payments based on the financialperformance of the business post acquisition.Earn out provisions are structured based on achieving targets over a fixed period, typically one to three years, and are calculated byreference to a multiple of a financial metric such as delivery of revenue or EBITDA over a base level. For earn out periods longer thanone year there would typically be “catch up” provisions where underachievement in one year can be made good in subsequentyears.

Advantages Disadvantages

Buyer Reduces the amount of consideration paid at the time ofdeal completion preserving cash flow

Allows a more accurate valuation of the target, reducingthe risk for the buyer of overpaying

Will apportion risk where the valuation of the target isdisputed

Can act as an effective mechanism to tie in and incentivisemanagers

Risk of favouring short term decision-making overthe interest of the business in the long term

There is a risk managers will concentrate on earn outtargets without paying attention to long terminvestment and strategic considerations

Seller Provides a mechanism for the sellers to benefit fromfuture upside, particularly where the business isforecasting future growth

May give the sellers an opportunity to benefit from theadvantages of being part of a larger buyer’s group

Seller could obtain Capital Gains Tax advantages fromstructuring a deal this way

A delay in receiving part of the consideration and arisk that buyer won’t have the resources to settle thepayments due

If not properly structured and monitored disputescan arise of the degree of the earn out quantumpayable

The seller may have reduced control over thebusiness post acquisition

How to protect yourself in an earn out

Buyer • Keep the structure and conditionality of the earn out as simple as possible. As a buyer you want to be clear about what youare trying to accomplish and minimise any disruption to the business from disputes arising.

• Share your vision for the company’s future with the seller and as far as possible align the seller’s thoughts and expectationswith your business plan.

• Consider the role the seller will play in the company post acquisition and any ongoing future role.• Quantify the financial impact of the business meeting the performance targets and how this will affect the amount of

deferred consideration to be paid.

Seller • Ensure that the legal documentation around the earn out contains adequate protections which prevent the buyer fromtaking actions post acquisition which could compromise the company’s ability to hit the agreed targets.

• Ensure that the earn out provisions are clear and unambiguous – ask the buyer to prepare worked examples of how the earnout works under certain assumptions and include these in the legal documentation.

• It is commonplace for the seller to stay on in the business during the earn out period to maximise its deliverability.• Make sure the buyer has sufficient financial resources to fulfil payment obligations if the earn out targets are achieved.• Keep the earn out period as short as possible to protect against longer term uncertainty.

Gambit has extensive experience in Mergers & Acquisitions, Disposals, Management Buy-Outsand Strategic Advice and Consultancy. If you would welcome a confidential no obligation meetingto discuss the benefits our services could bring to your business, please contact one of the team.

Gambit Corporate Finance LLPEstablished in 1992, Gambit is an independent corporate financeadvisory firm specialising in advising private and public companies onmid-market transactions in the UK and overseas. With offices inLondon and Cardiff, Gambit is widely recognised as a market leader inM&A advice in the Human Capital sector having built up detailedindustry knowledge and an enviable track record in deal originationand execution.

Key services include: Management Buy-outs/ Buy-ins Mergers and Acquisitions Fundraising/ Development Capital Private Equity Portfolio Advisory Succession Planning Refinancing Financial Restructuring

ContactsGeraint Rowe Simon MarsdenPartner, Human Capital Director, Human Capital+44 (0) 789 992 8029 +44 (0) 779 644 1330geraint.rowe@gambitcf.com simon.marsden@gambitcf.com

Danielle Axworthy Sam FormanAnalyst, Human Capital Analyst, Human Capitaldanielle.axworthy@gambitcf.com samuel.forman@gambitcf.com

Tel: + 44 (0) 845 643 5500Website: www.gambitcf.com

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