AD1 Holdings Limited (ASX:AD1) agreed to acquire Scout Talent Group Pty Ltd for AUD 65 million on August 30, 2022. Consideration of AUD 65 million (AUD 18.5 million cash and AUD 46.5 million in scrip) with equity consideration issued at 4.23 cents per share. The Acquisition will be funded through a AUD 25 million capital raising.

If the Company is unable to finalize its funding arrangements the Acquisition terms will need to be revisited or terminated. In FY22 the business delivered over AUD 15 million in revenue. We are delighted that the key Board and Management of Scout will be joining AD1.

Scout founders, Tudor Marsden-Huggins and Susanne Mather who are strongly aligned with AD1's culture and values and will remain in the business. Tudor Marsden-Huggins will be appointed to the Board. The Board will also consider the appointment of an additional director nominated by Recruitment Investments Pty Ltd following completion.

The Acquisition is subject to a number of customary conditions for a transaction of this nature, including shareholder approval, the Company completing a AUD 25 million capital raising and Recruitment Investments Pty Ltd entering into a two year voluntary escrow deed. The Company has engaged an independent expert to prepare an independent expert's report in respect of the Acquisition. The Company anticipates issuing a copy of the independent expert's report to shareholders, together with a notice of shareholder meeting, in mid-September.

The Company anticipates that completion of the Acquisition will occur in late October or early November. As of November 25, 2022, the transaction is put on hold and will be revisited in February 2023.