HEALTHPERM RESOURCING LTD. (FORMERLY YUJIN INTERNATIONAL LTD.) (the "Company") Interim Results for the six months ended 30 June 2016

Transcription

1 Thursday 29 September, 2016 HEALTHPERM RESOURCING LTD. (FORMERLY YUJIN INTERNATIONAL LTD.) (the "Company") Interim Results for the six months ended 30 June 2016 Chairman's Statement I am pleased to present the interim results for the Company for the six months ended 30 June Basis of presentation of financial information This financial information for Healthperm Resourcing Ltd. (the "Company") covers the period ended 30 June 2016, prior to the completion of the acquisition of Healthperm Resourcing Limited ("Healthperm") as a consequence of which Healthperm and its subsidiary undertakings (the "Healthperm Group") became wholly owned subsidiary undertakings of the Company and the admission to trading on the ISDX Growth Market ("ISDX") of the share capital of the Company on 23 September This financial information has been published to enable the Company to comply with its financial reporting obligations under the rules of ISDX and is set out in three parts: a) Financial information on the Healthperm Group b) Financial information on the Company c) Pro forma financial information on the Enlarged Healthperm Group The financial information on the Healthperm Group is presented and prepared in a form consistent with the financial information, and on the basis of the accounting policies of, the Healthperm Group set out in Part IV of the ISDX admission document published by the Company on 22 August Background The Company sent a circular to shareholders on 23 December 2015 proposing a scheme of arrangement to facilitate the restructuring of the business of the Company with the principal objective of disposing of its business and creating an AIM Rule 15 cash shell. The circular set out the background to and reasons for the scheme. Following the passing of the relevant shareholder resolutions, the Company distributed the shares in Yujin Holdings Limited, which owned all of the operations of the group to shareholders, and the Company became an AIM Rule 15 cash shell with effect from 30 March Having considered a number of potential acquisitions, on 22 August 2016 the Company announced the following proposals: (i) cancellation of the admission of the Company's ordinary shares to trading on AIM; (ii) admission of the new ordinary shares to trading on ISDX; (iii) the acquisition of Healthperm; (iv) a consolidation of the ordinary shares on the basis of two new ordinary shares for every 91 existing ordinary shares held; (v) subscriptions to raise approximately

2 275,000 at a price of 150p per share (following the share consolidation); (vi) a change in the name of the Company to Healthperm Resourcing Ltd.; and (vii) a number of changes to the Board (together the "Proposals"). The Proposals were approved at general meetings on 15 September 2016 and completion occurred on 23 September Healthperm Healthperm was founded with the objective of addressing the acknowledged shortage of permanent nurses in the healthcare systems in the UK and the UAE, through the recruitment of experienced professionals from the Philippines. The Board believes that Healthperm has the potential to provide both capital growth and income through dividends for shareholders. According to WHO statistics, there are five million vacancies for doctors, nurses and allied health professionals in the global permanent healthcare recruitment market. The UK and the UAE are showing strong growth and there is clear demand for healthcare professionals, which is not currently being met locally. There are an estimated 200,000 unemployed nurses in the Philippines, which provides a strong supply of quality, qualified and available nurses. The country has many well established nursing schools, especially in and around the capital, Manila which provide students with a high quality of training which is viewed positively around the world. There is a strong track record of the recruitment of Philippine nurses into the UK and the UAE. Since the fourth quarter of 2015, Healthperm has been conducting numerous interview sessions with candidates sourced from the Philippines, as well as business development meetings with NHS trusts in the UK and homecare providers in the UAE. Through this process, the Directors have identified opportunities to recruit over 4,500 healthcare professionals into over 20 NHS trusts in the UK and the homecare sector in the UAE. In January 2016 Healthperm signed a supply agreement with one of the five largest UK NHS Trusts for the placement of permanent healthcare staff. Following the appointment of a UAE-based business development director, Healthperm has secured mandates to supply over 80 homecare nurses to three homecare nurse providers in the UAE. The team of recruitment specialists in the Philippines is developing a growing database of appropriately qualified and experienced healthcare professionals, which currently numbers in excess of 2,500, seeking employment in the UK and the UAE. Candidates are recruited primarily through telephone marketing, social media and strategic partnerships with both IELTS (English language training) review centres and dataflow centres providing UAE accredited candidates. Healthperm intends to hire additional recruitment staff in the Philippines to increase the database and importantly, to maintain the high quality of the candidates offered to its target customers. In the UK, Healthperm is establishing a team of sales and recruitment specialists who are responsible for securing contracts with both NHS and private hospitals and managing the customer

3 relationships once mandated. Healthperm intends to expand this team in line with sales opportunities to generate additional mandates from the identified pipeline of opportunities. In the UAE, the Enlarged Group will increase its business development activities in an effort to secure mandates with local private hospitals. The Enlarged Group is planning to secure an LLC licence which would enable the supply of nurses to state owned hospital groups in the UAE. We only recognise revenue when the candidates commence work. We therefore look forward to revenues commencing as the nurses in the process reach that stage. Over the next 12 months, the Board anticipates that Healthperm will agree additional mandates with NHS hospitals and healthcare organisations in the UAE for the recruitment of nurses from the Philippines. Finally, I would be remiss if I failed to mention efforts by all involved with the successful listing on the ISDX Growth Market. Thank you to all staff, advisers and investors for your respective roles, and we look forward to your continued support in Alan Kitchin Chairman Enquiries: Healthperm Resourcing Ltd David Sumner, Chief Executive Officer WH Ireland (Corporate Adviser) Tel: +44 (0) Tim Feather/Liam Gribben Daniel Stewart & Company plc (Broker) Tel: +44 (0) John Peat/Daphne Zhang Walbrook PR (PR advisers) Tel: +44 (0) orhealthperm@walbrookpr.com Paul McManus Mob:

4 a) Financial information on the Healthperm Group Consolidated statements of comprehensive income of the Healthperm Group 6 months ended 30 Jun months ended 30 Jun months ended 31 Dec 2015 Notes Revenue Cost of sales Gross profit Other income Operating costs (695) (247) (821) Operating loss (652) (162) (651) Finance costs (28) (2) (20) Loss before taxation (680) (164) (671) Income tax Loss after tax attributable to equity holders (629) (164) (642) Other comprehensive loss Items that may be reclassified subsequently to profit or loss: Exchange difference on translation of foreign operation Total comprehensive loss for the year attributable to equity holders 9 1 (7) (620) (163) (649) Pro forma loss per share (pence) 8 (7.26) (1.89) (7.46)

5 Consolidated statements of financial position of the Healthperm Group 30 Jun Dec 2015 Notes Non-current assets Property, plant and equipment 2 2 Intangible assets Deferred tax asset Current assets Trade and other receivables Cash and cash equivalents Current liabilities Trade and other payables (397) (287) Net current liabilities (291) (203) Non-current liabilities Debt (624) (823) Provisions (41) (51) Net liabilities (533) (642) Equity attributable to owners Share capital Share premium Translation reserves (1) (10) Accumulated loss (1,315) (687) Merger reserve Total equity and merger reserve (533) (642)

6 Consolidated statements of cash flow of the Healthperm Group 6 months ended 30 Jun months ended 30 Jun months ended 31 Dec Cash flows from operating activities Loss for the period before (629) (164) (671) taxation Adjustment for Depreciation and amortization 5-5 Interest expenditure Operating cash flow before changes in working capital (596) (162) (644) Movement in trade and other receivables Movement in trade and other payables Net cash flow from operating activities 18 (6) (51) (479) (147) (582) Investing activities Purchase of property, plant and - - (7) equipment Purchase of intangible assets - - (33) Net cash flow from investing activities - - (40) Issue of shares Debt financing Net cash flow from financing activities Net increase in cash and cash equivalents Cash and cash equivalent at the beginning of the period Effect of exchange rate 16 - (6) fluctuations on cash held Cash and cash equivalents at the end of the period

7 Consolidated statement of changes in equity of the Healthperm Group Share capital Share Translation reserves Accumulated loss Merger reserve premium Total 000 ' As at 1 January (3) (45) 54 6 Issue of share capital Loss for the period (642) - (642) Exchange differences - - (7) - - (7) As at 31 December (10) (687) 54 (642) Issue of share capital Loss for the year (628) - (628) Exchange differences As at 30 June (1) (1,315) 54 (533)

8 Notes to the consolidated financial information on the Healthperm Group 1. General Information and basis of preparation Healthperm Resourcing Limited ("Healthperm") was incorporated on 8 September Its registered office is 89 Leigh Road, Eastleigh, Hampshire, United Kingdom, SO50 9DQ. On 18 December 2015, Healthperm acquired the entire share capital of Healthperm Limited ("HPL"), a private company incorporated in the United Kingdom, for a cash consideration of On 29 April 2016, Healthperm acquired 100% of the issued share capital of Green Sky Innovations DMCC ("GSI") for consideration of $1. GSI is a private company incorporated under company no. JLT1639 in the DMCC Free Zone, Dubai, United Arab Emirates. On 4 May 2016, Healthperm entered into a service agreement with GHR Healthcare Recruitment Inc. ("GHR"), a private company incorporated in the Republic of the Philippines under company number CS Under the terms of the service agreement GHR agreed to supply human resources, interviewing and related consulting services to Healthperm on an exclusive basis and the shares held by individual shareholders were entrusted to Healthperm. The directors consider that Healthperm gained control of GHR on that date. Prior to the formation of the Healthperm Group all entities had the same management and majority shareholder, being under the common control of David Sumner The directors considered IFRS 3 "Business Combinations" (Revised 2008) as an appropriate accounting treatment for the formation of the Healthperm Group. However, they concluded that the Healthperm Group falls outside of the scope of IFRS 3 (revised 2008) since its formation represents a combination of entities under common control. In accordance with IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, in developing an appropriate accounting policy, the directors have considered the pronouncements of other standard setting bodies and specifically looked to accounting principles generally accepted in the United Kingdom ("UK GAAP") for guidance (FRS 102) which does not conflict with IFRS and reflects the economic substance of the transaction. Under UK GAAP, the assets and liabilities of both entities are recorded at book value, not fair value. Intangible assets and contingent liabilities are recognised only to the extent that they were recognised by the legal acquirer in accordance within applicable IFRS. No goodwill is recognised, any expenses of the combination are written off immediately to the income statement and comparative amounts, if applicable, are restated as if the combination had taken place at the beginning of the earliest accounting period presented. Therefore, although the Healthperm Group reconstruction completed in the period ended 30 June 2016, the consolidated financial information is presented as if the Healthperm Group structure had always been in place, including the activity from incorporation of the Healthperm Group's principal subsidiaries. On this basis, the directors have decided that it is appropriate to reflect the combination using merger accounting principles as a group reconstruction under FRS102 in order to give a true and fair view. No fair value adjustments have been made as a result of the combination. The principal activity of the Healthperm Group is the recruitment of nurses, doctors and allied healthcare professionals into the United Kingdom and the United Arab Emirates healthcare systems. The consolidated financial information on the Healthperm Group is presented in UK Pounds Sterling (" ") and rounded to the nearest thousand ("000").

9 The consolidated financial information has been prepared in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the EU and applicable law. The consolidated financial information on the Healthperm Group has been prepared in accordance with the accounting policies set out in Part IV of the admission document published on 22 August 2016 by Yujin International Ltd, now renamed Healthperm Resourcing Ltd, in connection with the acquisition of the issued share capital of Healthperm by Healthperm Resourcing Ltd and admission of the share capital of Healthperm Resourcing Ltd to trading on the ISDX Growth market. 2. Going concern The consolidated financial information on the Healthperm Group has been prepared on a going concern basis. The Financial Reporting Council issued "Going Concern and Liquidity Risk: Guidance for Directors of UK Companies" in 2009, and the Directors have considered this when preparing the Consolidated Financial Information. The consolidated financial information on the Healthperm Group has been prepared on a going concern basis, notwithstanding the loss for the period ended 31 December 2015 and for the period ended 30 June The Directors have taken steps to ensure that they believe the going concern basis of preparation remains appropriate. The key conclusions are summarised below The Healthperm Group's ability to continue as a going concern is reliant upon continuing shareholders support or successfully obtaining alternative means of funding as it moves towards self-sustainability and to finance its on-going expansion. In considering the appropriateness of this basis of preparation, the Directors have reviewed the Healthperm Group's working capital forecasts for a minimum of 12 months from the date of the approval of this financial information. The Directors have considered and assessed the letter of support provided by key shareholders and directors and are satisfied that they will and can, if required, provide the necessary support for the development and growth of the business over at least the next twelve months. Following their assessment, the directors have reasonable expectation that the Healthperm Group has adequate resources to continue for the foreseeable future and that carrying values of intangible assets are supported. Thus, they continue to adopt the going concern basis of accounting in preparing the consolidated financial information. If the Healthperm Group was unable to secure sufficient funding to enable it to continue on a going concern basis then adjustments would be necessary to write down assets to their recoverable amounts, reclassify fixed assets and long-term liabilities as current and provide for additional liabilities 3. Business segment reporting The Healthperm Group applies IFRS 8 Operating Segments. Per IFRS 8 operating segments are based on internal reports about components of the Healthperm Group, which are regularly reviewed and used by the Board of Directors being the Chief Operating Decision Maker ("CODM") for strategic decision making and resource allocation, in order to allocate resources to the segment and to assess its performance. The directors consider there to be only one operating segment, the recruitment of healthcare professional workers and only three geographical segments being the United Kingdom, the United Arab Emirates and the Republic of the Philippines.

10 Segment United Kingdom 6 months to 30 June 2016 United Arab Emirates Republic of the Philippines Total Revenue Operating cost Segment Assets Segment Liabilities ,062 Segment United Kingdom 6 months to 30 June 2015 United Arab Emirates Republic of the Philippines Total Revenue Operating cost Segment Assets Segment Liabilities Taxation Healthperm is regarded as tax resident in the UK. The Healthperm Group is therefore regarded as resident for tax purposes in the UK. GSI's activities in the UAE are subject to zero corporation tax rate for at least 50 years on the grounds that GSI was incorporated in the DMCC (the Dubai Multi Commodities Centre free zone). On this basis, no deferred tax asset has been recognised in respect of the tax losses of GSI.

11 Reconciliation of tax charge 6 months ended 30 Jun months ended 30 Jun months ended 31 Dec Profit (loss) on ordinary activities before (680) (164) (671) taxation Standard rate of tax in the UK 20% 20.3% 20.3% Loss on ordinary activities multiplied by the (136) (33) (136) standard rate of tax Tax rate differences (51) - (29) 5. Intangible assets Cost Customer relationships Websites and other software Total As at 1 January and 30 June 2015 Additions Acquisition of subsidiary (note 9) As at 31 December Additions As at 30 June Amortisation and impairment As at 1 January and 30 June 2015 Amortisation for the period As at 31 December Amortisation for the period As at 30 June Carrying amounts As at 30 June As at 31 December

12 2015 As at 30 June Share capital and share premium Issued and fully paid: Number of Share shares Share premium capital No On incorporation 32, Issue of shares - 15 December 32, Issue of shares - 18 December 935, At 31 December ,000, Issue of shares - 6 January , Issue of shares - 22 February , At 30 June ,456, Healthperm was incorporated on 8 September 2015 with 32,500 ordinary shares issued at nominal value of 0.001p per share. On 18 December 2015, a further 967,500 ordinary shares were issued, also at nil premium. The share capital is issued and fully paid up. The rights of the holders of the Healthperm shares are equal in all respects and include the following: a. to vote at any meeting of shareholders of the corporation; b. to receive any dividend declared by the corporation; and c. to receive the remaining property of the corporation on dissolution. On 6 January 2016, Healthperm issued 284,000 new ordinary 0.001p shares, at a price of 1.25p per share, being total consideration of 355,000, which was settled by (a) the cancellation of 199,000 of 2018 Loan Notes and accrued interest; and (b) the assignment of all of the Callington Properties Limited loan balance (being 156,000 of principal and accrued interest). The Callington Properties Limited loan was then converted into 1 share of HPL and the loan cancelled. On 22 February 2016, Healthperm issued 172,666 new ordinary 0.001p shares, at a price of 2.25p per share in consideration of (a) the cancellation of 210,000 of 2018 Loan Notes and accrued interest; and (b) 178,500 of new monies.

13 7. Debt The Healthperm Group has two interest bearing loans: 30 Jun 31 Dec Loan Notes Callington Properties Limited Loan Facility Loan Notes issued by Healthperm Resourcing Limited On 10 September 2015 Healthperm authorised the issuance of up to 1,000,000 of loan notes with principal conditions of: Term date of 30 June 2018 Interest at 10% per annum, paid on term Loan notes redeemable by the issuer and non-convertible by the holder Loan notes have "Reserved Matters" consent rights. At 30 June 2016, a total of 624,000 (31 December 2015: 667,000) was due under the loan notes, which comprised 604,000 principal and 20,000 accrued interest. The loan notes are denominated in sterling. The fair value of the loan notes approximates their carrying value. Callington Properties Limited Loan issued by Healthperm Limited HPL entered into a 150,000 convertible loan facility with Callington Properties Limited on 23 February The borrower had the option to convert the loan balance into up to 30% of the share capital of HPL. During the period ended 30 June 2016, the Callington Properties Limited Loan was converted into 1 share in HPL and assigned to Healthperm for the purpose of the group reconstruction. On that basis, no equity element was recognised in respect of the loan. At 31 December ,000 was due under the Callington Properties Limited Facility, which comprised 150,000 principal and 6,000 accrued interest. The Callington Properties Limited Loan was denominated in sterling.

14 8. Pro forma loss per share 6 months ended 30 Jun months ended 30 Jun months ended 31 Dec 2015 Loss after tax attributable to equity holders ( 000) Weighted average number of ordinary shares in issue Loss per ordinary share - basic and diluted Shares in the Company in issue in admission to ISDX Pro-forma loss per ordinary share - basic and diluted (629) (164) (642) 1,456,666 1,456,666 1,456,666 (42.6)p (11.3)p (44.1)p 8,658,151 8,658,151 8,658,151 (7.26)p (1.89)p (7.41)p Basic loss per share is based on the weighted average number of ordinary shares in issue during the year. Diluted loss per share would assume conversion of all potentially dilutive ordinary shares. Healthperm has no potentially dilutive ordinary shares. The consolidated financial information represents the historical information prior to a group reorganisation on 23 September 2016 whereby the Company became the parent company of the Healthperm Group. It is of limited significance to calculate earnings per share on the historical equity of the companies forming the Healthperm Group prior to the reorganisation. Accordingly, a pro forma loss per share has been included based on the number of shares in the Company in issue on admission to ISDX.

15 9. Acquisition of Healthperm Limited (HPL) On 18 December 2015 Healthperm acquired the entire issued share capital of Healthperm Limited for total consideration of Healthperm acquired HPL for its customer relationships. The identifiable assets and liabilities assumed were as follows: Net book value Fair value adjustment Fair value recognised on acquisition Fixed assets Receivables 5-5 Deferred tax asset Payables (93) - (93) Debt (232) - (232) Intangible Asset: Customer List Provision for deferred tax - (51) (51) Total (255) Intangible assets that are acquired as a result of a business combination and that can be separately measured at fair value on a reliable basis are separately recognised on acquisition at their fair value. The key assumptions used in the fair value measurement are those regarding the growth rates and discount rates. The Healthperm Group monitors its pre-tax Weighted Average Cost of Capital and those of its competitors using market data. The fair value assessment use a discount rate adjusted for pre-tax cash flows. The Healthperm Group prepares cash flow forecasts derived from the most recent financial plan approved by the Board and extrapolates revenues, net margins and cash flows for the following three years. The key assumptions used in the forecast were: Growth Rate of 30% in year 1 and NIL year on year growth in years 2 and 3, and NIL terminal value. A discount rate of 10% was assumed. The total consideration was There was no goodwill arising. The gross amount of trade receivables of 5,000 approximated its fair value. None of the trade receivables have been impaired and it is expected that the full contractual amounts can be collected. From the date of acquisition, HPL contributed no revenue and a net loss after tax of 9,000 to thehealthperm Group's results. If the acquisition had taken place at the beginning of the year,healthperm Group revenue and loss for the year ended 31 December 2015 would have been 12,000 and 262,000 higher, respectively.

16 10. Subsequent events On 28 July 2016, Healthperm issued 247,597 new ordinary 0.001p shares, at a price of 2.25p per share in consideration of the cancellation of 557,095 of 2018 Loan Notes and accrued interest. On 3 August 2016, Healthperm issued 155,347 new ordinary 0.001p shares, at a price of 2.25p per share in consideration of the cancellation of 349,532 of 2018 Loan Notes and accrued interest. On 23 September 2016 the entire issued share capital of Healthperm was acquired by Yujin International Ltd, now renamed Healthperm Resourcing Ltd, by way of a reverse take-over transaction and the share capital of Healthperm Resourcing Ltd was admitted to trading on the ISDX Growth market. On the same date Healthperm Resourcing Ltd raised approximately 275,000 by way of a share subscription and effected a share consolidation of every 91 of its existing ordinary shares into 2 new ordinary shares. 11. Nature of financial information The financial information presented above does not constitute statutory accounts for the Healthperm Group for the period ended 30 June 2016.

17 b) Financial information on the Company Statements of financial position of Healthperm Resourcing Ltd (formerly Yujin International Ltd) 30 Jun Dec 2015 Notes $000 $000 Non-current assets Investment in subsidiary undertakings Current assets Amounts due from subsidiary - 10,587 undertakings Prepayments 1 3 GST claims 1 - Restructuring cost 34 - Cash ,703 Current liabilities Amounts due to subsidiary - 1,438 undertakings Other payables ,325 Net current assets/(liabilities) (55) 8,378 Net assets (55) 8,596 Equity attributable to owners Share capital 4 3,318 3,318 Translation reserves - (1,065) Accumulated (deficit)/surplus (3,373) 6,343 Total equity (55) 8,596

18 Statement of changes in equity of Healthperm Resourcing Ltd (formerly Yujin International Ltd) Share capital Translation reserves Accumulated loss Total $000 $000 $000 $000 As at 1 January ,318 (1,065) 6,343 8,596 Group reorganisation - 1,065 (9,498) (8,433) Dividend in specie - - (218) (218) As at 30 June ,318 - (3,373) (55)

19 Notes to the financial information on Healthperm Resourcing Ltd (formerly Yujin International Ltd) 1. General Information and basis of preparation The ordinary shares of Yujin International Ltd were admitted to trading on AIM in February At that time, the Company was the holding company of a group which owned a small shipping fleet in the Asia Pacific region which was chartered out on both short and long-term contracts. The Company predominantly provided shipping support services to traders of liquid cargo in the Port of Singapore. The Company sent a circular to Shareholders on 23 December 2015 proposing a scheme of arrangement (see also note 2) to facilitate the restructuring of its business with the principal objective of disposing of its business and creating an AIM Rule 15 cash shell. The circular set out the background to and reasons for a scheme of arrangement between the Company and its members for the purpose of restructuring the company and its subsidiaries, which were principally due to the deteriorating trading of the business that made it uneconomic to support the Company's AIM quoted status. Following the passing of the relevant shareholder resolutions, on 30 March 2016 the Company divested all of its subsidiaries by way of a distribution in specie and the Company became an AIM Rule 15 cash shell with effect from that date. At 30 June 2016 the Company was single reporting entity and the financial information on the company presented in this interim report therefore represents that of the Company only. The financial information of the Company is presented in US Dollars ("$") and rounded to the nearest thousand ("000"). The financial information has been prepared in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the EU and applicable law. 2. Dividend in specie On 14 March 2016, the High Court of the Republic of Singapore sanctioned a scheme to restructure the business of the Company and its subsidiaries which had previously been approved by shareholders at an EGM on 15 January The effect of the restructuring was that the Company divested all of its subsidiaries by way the transfer of all of its shareholdings in its subsidiary entities to a newly incorporated subsidiary undertaking, YHolding, in exchange for the issue of new shares in YHolding, allotted as fully-paid to the Company, and then distributed its shareholding in YHolding by way of a dividend in specie to qualifying shareholders in the Company, leaving the Company with no operating business or subsidiary undertakings. The Company's loss for the period ended 30 June 2016 of $9,498,000 arose as a consequence of the divestment of its operating business and subsidiaries described above, all of which activities are discontinued.

20 3. Investments in subsidiaries Cost As at 1 January 2016 Dividend in specie As at 30 June 2016 Amortisation and impairment As at 1 January 2016 Dividend in specie As at 30 June 2016 Carrying amounts As at 31 December 2015 As at 30 June Capital and reserves No. $000 Issued and fully paid ordinary shares with no par value: At 1 January ,000,000 3,318 At 30 June ,000,000 3, Subsequent events On 22 August 2016 the Company announced that, having considered a number of potential acquisitions, it had conditionally entered into an acquisition agreement pursuant to which it would acquire the Healthperm Group. The principal terms of the acquisition were as follows:

21 initial consideration of 11.2 million to be paid on completion to be satisfied by the issue of 7,459,193 initial consideration shares to the vendors of the Healthperm Group at a price of 1.50 per ordinary share; and subject to the enlarged group achieving an audited profit after tax of at least 2.9 million for the year ending 31 December 2017, deferred consideration of 4 million to be paid to be satisfied by the issue of 2,666,666 deferred consideration shares to the vendors of the Healthperm Group at a price of 1.50 per ordinary share. On 23 September 2016 the Company completed the acquisition of the Healthperm Group by way of a reverse take-over transaction, the principal terms of which are set out above, the company was renamed Healthperm Resourcing Ltd its share capital was admitted to trading on the ISDX Growth Market. On the same day Healthperm Resourcing Ltd raised approximately 275,000 by way of a share subscription and effected a share consolidation of every 91 of its existing ordinary shares into 2 new ordinary shares. 6. Nature of financial information The financial information presented above does not constitute statutory accounts for the Company for the period ended 30 June 2016.

22 c) Pro forma statement of financial position of the enlarged Healthperm Group Healthperm Resourcing Ltd Healthperm Resourcing Ltd Healthperm Group Adjustments Pro forma enlarged group Notes $ Non-current assets Property, plant and equipment Intangible assets Deferred tax asset Acquisition customer list Current assets Trade and other receivables Cash (99) (99) 77 Current liabilities Trade and other payables (148) (112) (397) (26) (535) Net current assets/(liabilities) (55) (42) (291) (125) (458) Non-current liabilities Debt - - (624) 75 (549) Provisions - - (41) - (41) Net assets (liabilities) (55) (42) (533) (50) (625) Equity attributable to owners Share capital 3,318 2, ,583 Translation reserves - - (1) - (1) Accumulated loss (3,373) (2,546) (1,315) (400) (4,261) Merger reserve

23 Total equity and merger reserve (55) (42) (533) (50) (625) Basis of preparation The pro forma statement of financial position of the enlarged group has been prepared on the basis of the financial information on each of the Company and the Healthperm Group set out in this interim report for the period ended 30 June It has been prepared for illustrative purposes only. Because of its nature, the pro forma financial information addresses a hypothetical situation and, therefore, does not represent the Company's actual financial position. Notes 1. The statement of financial position of the Company at 30 June 2016 has been extracted from the interim financial information on the Company set out in Part b) of this document. 2. The statement of financial position of the Company at 30 June 2016 has been translated from US dollars to sterling at the rate of $1.0000: The statement of financial position of the Healthperm Group at 30 June 2016 has been extracted from the interim financial information on the Healthperm Group set out in Part a) this document. 4. Pro forma adjustments reflect the proceeds of approximately 275,000 from the share subscription, transaction costs of approximately 400,000 relating to the acquisition of the issued share capital of the Healthperm Group by the Company on 23 September 2016 and the conversion of a loan of 75,000 to the Company into equity. 5. The directors consider that the substance of the acquisition of the Healthperm Group by the Company is that of a reverse acquisition and that, in order to give true and fair view, the reverse acquisition method of accounting as permitted by IFRS 3 'Business combinations', will be adopted as the basis of consolidation in the financial statements of the Company for the year ending 31 December 2016.