PERSOL HOLDINGS Signs Agreement to Acquire Programmed Maintenance Services, Australia’s Leading Provider of Staffing, Maintenance, and Facility Management Services

PERSOL HOLDINGS CO., LTD. (“PERSOL”, TSE 1: 2181) announces that it has agreed today to commence procedures for the acquisition of 100% of outstanding shares of Programmed Maintenance Services Limited (“Programmed”, ASX: PRG), an Australia’s leading provider of staffing, maintenance, and facility management services that is listed on the Australian Securities Exchange and provides a range of HR services, maintenance and facility management services in Australia, through an Australian subsidiary of PERSOL (the "Acquisition").

The shares held by all shareholders of Programmed will be acquired with cash in accordance with the Scheme of Arrangement ("SOA") procedures pursuant to Australia's Corporations Act, a method for acquiring 100% of the shares of an Australian listed company. Today, PERSOL and Programmed entered into a Scheme Implementation Deed ("SID"), which stipulates the terms of the agreement concerning the proposal for the acquisition of all shares (the "Proposal for the Acquisition").

Since it is required to obtain approval of the Proposal for the Acquisition at Programmed's meeting of shareholders (approval by more than 50 per cent by number of Programmed shareholders present and voting (in person or by proxy) and by at least 75 per cent of the votes cast on the resolution) as well as by the Australian court to carry out the procedures, a 100% acquisition of Programmed's shares through SOA may become impossible and the Acquisition will not take place if such requirements are not fulfilled.

Programmed was founded as a paint service company in 1951 and later expanded into maintenance and facility management. Since its integration with Australia’s largest staffing services provider in 2007, Programmed has been operating in two major segments: staffing services with a focus on temporary and permanent placement, and maintenance and facilities management services with a focus on operating facilities (such as schools, retail and commercial sites), providing paint services, managing land parcels, and maintaining mines and their equipment.

PERSOL’s overseas business segment formed a strategic partnership in 2010 with Kelly Services, Inc, a major US human-resources services company. In 2012, the two parties launched a joint venture covering North Asia that, starting in 2016, has been expanding its presence throughout the Asia-Pacific region. With a focus on recruiting services, temporary placement services, and human resources consulting, it now operates across 13 countries and territories (PRC, Hong Kong, South Korea, Taiwan, Singapore, Vietnam, Indonesia, Malaysia, Thailand, India, New Zealand, Australia, and the U.S.).

Working to realize its vision of ‘Creating a social infrastructure for people and organizations that catalyzes growth and innovation’, PERSOL has been placing more focus on expanding its business capabilities beyond Japan, to encompass the wider Asia Pacific region. The Programmed acquisition will, as part of this strategy, allow PERSOL to leverage Programmed’s robust foundation, built on the company’s scale and track record in Australia, to become one of the largest comprehensive human resources services group in the Asia Pacific region. The Group will also apply Programmed’s extensive expertise, with its strength in maintenance and facilities management outsourcing, to further grow its existing business in Japan, Southeast Asia and North Asia as well.

PERSOL HOLDINGS and Programmed are committed to making further strides by developing into a corporate group underpinning the growth of people and organizations in the rapidly growing Asia-Pacific region.

Comment by PERSOL HOLDINGS President, CEO and Representative Director Masamichi Mizuta

“We have a situation where structural problems typified by the shrinking working-age population are growing more serious in Japan, while elsewhere highly skilled people are looking beyond national boundaries for workplaces that will let them make the most of their talents and ambitions. Meanwhile, we at PERSOL have been building our customer base and honing our expertise by extending our business mainly into the Asia-Pacific region, while Programmed Maintenance Services has established a strong position for itself by building a solid track record of achievements in Australia and New Zealand. We look forward to working with the excellent management team that has driven their business forward on such a large scale to accelerate growth and bolster our presence in the Asia-Pacific region.”

*Please refer to the following URL about the timely disclosure.
https://www.persol-group.co.jp/en/ir/index.html

About PERSOL HOLDINGS

PERSOL HOLDINGS CO., LTD. is listed in the First Section of the Tokyo Stock Exchange (ticker No. 2181) and had revenues of ¥591.9 billion in the year to March 2017. Since the 1973 founding of Tempstaff Co., Ltd. (now PERSOL Tempstaff Co., Ltd.), group companies have been involved in an extensive range of human resources services from placing temporary and permanent staff to mid-career recruitment and business process outsourcing services. The holding company, formed in October 2008 as Temp Holdings Co., Ltd., changed its name to PERSOL HOLDINGS CO., LTD. effective 1 July 2017. With renewed dedication, the entire PERSOL Group is committed to deploying its comprehensive strengths to helping people and companies address their employment and recruiting needs.