Smaller Related Party Transaction

SThree plc (STHR) - smaller related party transaction

15 February 2017 - for release at 7am

Investment in HRecTech Sandpit - smaller related party transaction

SThree plc ('SThree' or the 'Group'), the international specialist staffing business, announces that it has entered into an agreement to acquire a minority interest in the share capital of HRecTech Sandpit ('HRecTech') for a total consideration of US$1m (the 'Transaction'). Under the terms of the agreement, 25% of the share capital will be acquired now, with a further 5% being allotted at nil cost to SThree after 12 months, albeit conferring immediate beneficial rights. Earlier investors in HRecTech's parent company, Sandpit Ventures, ('The Sandpit') will retain a majority shareholding in HRecTech.

The Sandpit is a privately owned group that specialises in developing early stage startup companies within defined verticals. HRecTech, The Sandpit's newest vertical, is focused on B2B HR and recruitment. The investment in HRecTech is consistent with SThree's innovation strategy as outlined in the announcement of its results for the year ended 30 November 2016, on 23 January 2017.

Gary Elden, Chief Executive Officer of SThree, and David Rees, Director of SThree GmbH, a subsidiary company of SThree, are existing minority shareholders in The Sandpit and will each be allotted shares on a pro-rata basis. The Board is satisfied that their investment in The Sandpit was undertaken on an arms' length basis and there is no conflict of interest. The Transaction is a smaller related party transaction under LR 11.1.10.R.

ENDS