All Change At The Top For Pinnacle
Pinnacle Staffing Group plc - Directorate Changes
Pinnacle Staffing Group plc announces that on 7 April 2011 Peter Gregory was appointed a Director of the Company. Dr Gregory is currently a Director of the Company's doctor recruitment subsidiaries, Medic International Limited and Holt Doctors Limited and will become Chief Executive of the Company. He holds a 12.5% equity interest in the doctor recruitment subsidiaries. Dr Gregory's current and former directorships are listed below:
Tom Charlton, Executive Chairman, has resigned as a Director of the Company and all of its subsidiaries as of 7 April 2011. John Hodges, currently Deputy Chairman, has agreed to become the new non-executive Chairman.
Dr Gregory and Ms Ward took over the running of the Company's doctors recruitment businesses in November 2008 when activity was minimal. As indicated in the interim results' statement made on 20th September 2010, these businesses have been maintaining a steady year-on-year growth rate. This rate of growth has slowed in recent months, which can be attributed to challenging trading conditions although gross commissions are running at comparable levels to those of a year ago and a number of contracts have been entered into to secure further business.
This slowing in growth has left the Company's budgeted cashflows temporarily lower than anticipated which could potentially result in the need for additional working capital by the end of this month. Dr Gregory has indicated his willingness to make available to the Company or its subsidiaries, working capital by way of a loan up to an amount of 150,000, subject to the agreement of terms, including repayment date, interest payable and any security to be provided by Pinnacle Staffing Group Plc or its subsidiary companies. The loan and agreement to its terms would be a related party transaction under the AIM Rules.
The shareholders agreement dated 11th August 2009 between PHC Luton Limited (formerly Pinnacle Health Care Limited) and Dr Gregory and Ms Ward contains an option allowing them to purchase the remaining 75% stake owned by PHC Luton Limited in Medic International Limited and Holt Doctors Limited should there be a substantial change of control at Pinnacle, defined as:
Both Tom Charlton, Executive Chairman of the Company, and David Hope, Chief Operating Officer and Finance Director of the Company, resign as directors of both Pinnacle Staffing Group Plc and PHC Luton Limited except in circumstances such as corporate reconstruction, where either retains a similar position in a successor company or
Any reduction in Tom Charlton's shareholding in Pinnacle Staffing Group Plc which means that his shareholding when taken together with the shareholding of David Hope and the spouse of David Hope is less than 25% of the issued share capital of Pinnacle or
The acquisition by a third party of more than 50% of the issued share capital of Pinnacle Staffing Group Plc or
The disposal by Pinnacle Staffing Group Plc of a controlling interest in PHC Luton Limited.
Dr Gregory has undertaken that this option will not be exercised consequent on the resignations of Tom Charlton and David Hope.
Trading conditions remain very challenging however there is substantial scope to reduce the overhead costs within the Company and this is likely to be the focus over the next few months.
Under schedule 2, paragraph (g) of the AIM Rules, the following information is disclosed:
Peter Andrew Gregory formerly, Peter Gregorasz (aged 54)
Current directorships held:
ATP Healthcare Services Ltd
Holt Doctors Limited
Just Teachers Holdings Limited
Just Teachers Limited
Medic International Limited
TP Medics Limited
Previous directorships held in the last five years:
ATP IT Contractors Services Ltd
ATP Services Ltd
Cheviot Artus Ltd
Cheviot Healthcare Limited
Contis Card Solutions Limited
Contis Collections Limited
Corinth (Leeds) Limited
DC Tech Limited
GTP Solutions Limited
Visit Timor Limited
Dr Gregory entered into an individual voluntary arrangement in 1990 which was completed in 1991. He was a director of Gregorys Medical Agency Limited which went into receivership in 1990 with an estimated deficiency as regards creditors of approximately 400,000. He was a director of Totalise plc which appointed an Administrator in 2002 with an estimated deficiency as regards creditors of approximately 1,057,000. He was a director of Beta 123 Limited (formerly Eurekar Limited) which went into Creditors Voluntary Liquidation in 2003 with an estimated deficiency as regards creditors of approximately 87,000.
Dr Gregory has confirmed that there are no other disclosures required in accordance with Schedule 2(g) of the AIM Rules.