Aquaint Capital Holdings Limited (Subject to Deed of Company Arrangement) (ASX: AQU) has announced it has entered into a conditional binding agreement to acquire 100% of the issued capital of unlisted public company Schrole Group Limited.
Schrole’s business is to provide schools (both domestic and international) with innovative, echnology-based recruitment platforms and consulting service solutions that enable schools to address staffing and recruitment challenges. The Company’s products are already used by schools and teachers around the world and are earning annuity income.
Its business is focused on international schools in Asia, the Middle East and Europe, and Australian schools. Core areas of competence for Schrole are the design and development of technology platforms that seek to solve short and long term recruitment management challenges and the development and delivery of customised advisory and training services.
The Company has three primary business units:
- Schrole Connect – a technology-based teacher recruitment SaaS platform providing advanced qualifying and matching capabilities for schools and candidates;
- Schrole Cover – a cloud-based SaaS platform providing fast-fill casual recruitment services into schools; and
- Schrole Develop – an expert consulting and professional services business. This unit also incorporates ETAS Group which provides customised accredited training solutions to established clients.
The acquisition agreement is subject to conditions precedent including (but not limited to) the Company receiving conditional approval from ASX to reinstate the securities of the Company to trading, the Company obtaining all necessary shareholder approvals required by the Corporations Act and the ASX Listing Rules in relation to the Transaction including approval for (among other things), the consolidation of the Company’s securities, the issue of consideration shares to Schrole shareholders under the Acquisition Agreement, and the issue of shares and options pursuant to the capital raisings.
On completion of the agreement Aquaint will change its name to Schrole Group Limited, with current Schrole Managing Director, Mr Rob Graham being appointed Managing Director of the listed company.
As consideration, Aquaint will issue to Schrole’s ordinary shareholders (subject to shareholder approval) 150 million fully paid ordinary Aquaint shares.
In addition, Aquaint will issue 290 million performance shares to current management of Schrole and will also issue options to current Schrole security holders. The performance shares will be converted into ordinary Aquaint shares upon the achievement of agreed performance milestones. The performance share milestones and terms of the options will be included in the relevant notice of meeting for shareholder approval.
Schrole has recently undertaken a capital raising in the amount of $500,000 via the issue of convertible notes. Subject to shareholder approval, the convertible notes will convert into shares in the Company on re-listing. Aquaint intends to undertake a capital raising under a prospectus to raise up to $5.5m by way of an offer of shares. Aquaint intends to use the funds raised from the Public Offer to further commercialise and grow the market share of Schrole’s products and services.
Further details of the capital raising will be announced to the market and provided to shareholders for approval.
It is expected the transaction will complete, with shares in Aquaint to be relisted for trading in late September 2017.
Alto Capital is Lead Manager to the transaction, with Xcel Capital Pty Ltd the co-Lead.
