THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS RELEASE.

This announcement is an advertisement and not an admission document or a prospectus (or prospectus equivalent) and does not constitute or form part of an offer or invitation to sell or issue or a solicitation of an offer to subscribe for or buy any securities nor a recommendation to sell or buy securities in any jurisdiction nor should it be relied upon in connection with any contract or commitment whatsoever in any jurisdiction. Potential investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of the information in the final form of an admission document (the "Admission Document") which may be published in due course in connection with the proposed Placing, Retail Offer (each as defined below) and admission of MHA plc's issued and to be issued ordinary shares in the capital of the Company ("Ordinary Shares") to trading on AIM, a market of that name operated by London Stock Exchange plc ("AIM"). Upon any such publication the Admission Document will supersede this announcement and the information contained herein in its entirety and your investment decision, if any, must be made only on the basis of the information contained therein. Neither this announcement, nor anything contained or referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Copies of the Admission Document will, if published, be available during normal business hours on any day (except Saturdays, Sundays and public holidays) at the registered office of the Company and online at www.mha.co.uk (subject to certain access requirements pursuant to applicable securities laws or regulations). A copy of this announcement is also available from the Company's website at www.mha.co.uk (subject to certain access requirements pursuant to applicable securities laws or regulations).

17 March 2025

MHA PLC

("MHA", the "Group" or the "Company")

Intention to Float on the AIM Market of the London Stock Exchange and Fundraise of up to £125 million

MHA, a leading professional services provider of audit and assurance, tax, accountancy and advisory services and independent UK member of Baker Tilly International, is pleased to announce its intention to seek admission to trading on AIM, a market operated by the London Stock Exchange ("Admission") in the coming weeks.

Rationale

The Directors believe that Admission would provide a strong platform for the Group to strengthen its market position as a fast-growing accountancy firm, enhance its profile with existing clients, target clients, introducers of new business and potential acquisition targets, and continue to attract, incentivise, develop and retain staff.

Fundraise

The Group is seeking to raise up to £125 million through a placing of ordinary shares (the "Placing") and a retail offer described below, to provide growth capital for the Company as well as enabling a sell down by certain partners.

Alongside the Placing, the Group intends to offer retail investors the chance to subscribe for new ordinary shares (the "Retail Offer Shares") at the issue price via the BookBuild platform, aiming to raise up to approximately £6 million before expenses (the "Retail Offer") (the Placing and Retail Offer together being the "Fundraise").

A separate announcement regarding the Retail Offer will be made in due course. The Retail Offer is conditional on the Placing, but the Placing is not conditional on the Retail Offer.

Cavendish Capital Markets Limited is acting as nominated adviser, bookrunner and broker to the Company in connection with the proposed Fundraise and Admission.

Highlights

Historical Financial Performance

The Group's audited combined consolidated historical financial information for each of the three years ended 31 March 2024 and unaudited consolidated results for the six months ended 30 September 2024 are set out below:

*Prior to Admission, the underlying business of MHA operates as a partnership and therefore historical EBITDA and PAT figures are reported prior to distribution of profits to its Partners.

Use of Proceeds

The net proceeds from the Placing retained by the Company will be used, inter alia, to invest in technology, including AI, driving efficiencies within data collection and analysis, facilitate additional staff hires and support further bolt-on acquisition opportunities.

The balance of the net proceeds of the Placing will be used to repay the Loan Notes to effect the release of capital by 19 Retiree Capital Partners, as well as certain continuing Partners (the "Selling Partners").

The net proceeds of the Retail Offer will also be used for technology investment and to facilitate bolt-on acquisition opportunities.

Rakesh Shaunak, Managing Partner & Group Chairman, commented:

"Announcing our intention to float on AIM marks an exciting milestone for MHA and our people - one that we believe will be best suited to the London market.

Our teams have worked hard to build a high-performing, high-growth business in audit and assurance, tax, accountancy, and advisory services. This success has been driven by a commitment to exceptional client service, carefully selected strategic acquisitions, and continuous investment in leading talent and technology. With demand for high-quality advisory services increasing alongside rising regulatory complexity, we believe we are well positioned to strengthen our market position while continuing to serve our clients with the same dedication and expertise they expect.

An IPO would represent the next stage in our evolution, creating a platform for further expansion while preserving the values and approach that have underpinned our success to date. It would bring together partners and new investors with a shared ambition to scale MHA faster, drive innovation, and capitalise on market opportunities. Crucially, it would allow us to offer equity participation to future partners and leaders, ensuring they have a direct stake in the firm's continued growth. The additional capital would enable us to accelerate expansion and enhance our capabilities, helping us move more efficiently and sustainably towards our medium-term goal of exceeding £500 million in annual revenues.

We look forward to taking the next steps on this journey and building on the strong momentum we have created, while continuing to deliver the highest standards of service that define MHA."

¹www.accountancytoday.co.uk/top-30-accountancy-firms-uk-2023-2024

Contacts

About MHA

Founded in 1869, MHA has become a leading professional services provider of audit and assurance, tax, accountancy and advisory services, based in the UK with an international presence.

MHA employs more than 1,800 people and has 160 Partners, including 10 retiree Partners, across its network of 23 offices, mostly in the UK as well as in Ireland and the Cayman Islands.

MHA is the UK and Ireland's representative of the BTI Network.

Business Overview

The Group's services are described below within four divisions:

Audit and Assurance Division

Audit and Assurance is the Group's primary service line. Core services within this division include external audit, financial reporting, governance, risk and compliance and grant and royalty audit. Clients comprise mostly private SME businesses as well as listed companies across multiple sectors. In FY24, the Audit and Assurance division contributed approximately 52% of the Group's total revenue, with the majority derived from audit services.

Tax Division

The Group offers a range of tax services for businesses and individuals, with expertise in both domestic and international tax compliance and advice. In FY24, the Tax division contributed approximately 19% of the Group's total revenue.

Accounting & Business Advisory Division

The Group provides a range of accountancy, business advisory and outsourcing services including corporate finance, restructure and recovery, corporate forensic accounting, HR solutions, payroll, bookkeeping and cloud accounting. In FY24, the Accounting & Business Advisory division contributed approximately 27% of the Group's total revenue.

Wealth Management Division

Wealth management is a more recently established service line and was introduced in its current form through the acquisition of Cave & Sons, a Northampton based financial adviser, in April 2022. In FY24, the Wealth Management division contributed approximately 2% of the Group's total revenue and in April 2024 the Company acquired a niche wealth management business with the wider acquisition of Northwest based Moore and Smalley.

Current Trading and Prospects

Since the six-month period ended 30 September 2024, the Group has continued to trade in line with the Directors' expectations both as regards revenue growth and operating margins. During this time, the Group has also actively progressed the integration of the acquisitions made in the first half of the year and continues to assess new acquisition opportunities.

The last quarter of each financial year is traditionally the most active for the Group, as many corporate clients move into their annual audit cycle and tax clients filing and payment deadlines arise. These revenues are expected to build on the Group's strong operational performance in the first nine months of the year.

Given the positive trading performance to date and their assessment of the strength of the Group's growth strategy, transaction pipeline and proven business model, based on organic and selective acquisitive growth, the Directors have confidence in the Group's prospects for the financial year ended 31 March 2025 and beyond.

Dividend policy

The Directors expect the Group to continue to be highly cash-generative following Admission and believe that the Company will be well placed to pay a regular and progressive dividend to Shareholders. The Directors intend to adopt a dividend policy that reflects the long-term earnings and cashflow potential of the Group. Following Admission, the Directors anticipate that the Company will initially adopt a payout ratio of 50 per cent. of the Group's net profit after tax. The Directors intend to pay quarterly dividends.

Lock-in, orderly market and clawback arrangements

The Partners will each undertake to Cavendish and the Group that they shall not, except in certain specified circumstances, directly or indirectly mortgage, pledge, charge, assign, sell, transfer, or otherwise dispose of any other interest in any Ordinary Shares held by them immediately following Admission (the "Restricted Shares") at any time prior to the fourth anniversary of Admission (the "Lock-In Period") without the prior written consent of Cavendish.

Directors and Senior Management

Proposed Executive Directors

Rakesh Shaunak (aged 69) - Chief Executive Officer

Rakesh currently serves as the Managing Partner and Chairman of MHA and will be Chief Executive Officer of MHA from Admission. He is also a Senior Director at Baker Tilly International, where MHA is the UK's sole accounting firm member. Rakesh is a qualified Chartered Accountant, having trained with a top five firm, and is a member of the Chartered Institute of Taxation. His expertise includes business advisory services, with a significant portfolio of corporate clients. As an Audit Partner, he oversees several of MHA's public interest entity audits, including those of international banks and listed companies. Additionally, Rakesh is a non-executive director of Glenstone REIT plc and was formerly Chairman of the Audit and Risk Committee at the Chartered Institute of Taxation.

Steven Moore (aged 62) - Chief Financial Officer

Steven qualified with MHA and became a partner in 1986. He has been a member of the Board since 2011 with responsibility for the Group's finances and will continue as Chief Financial Officer from Admission. He has worked closely with Rakesh on the Board for the past 13 years and leads on the mergers and acquisitions across the Group. He is Regional Chair of the Central, Midlands and Welsh regions. Steven has a client facing role specialising in the professional practices sector. He is a qualified Chartered Accountant and an audit Registered Individual. His experience includes providing business advisory services to mid to large privately owned businesses and subsidiaries of foreign parents.

Proposed Non-executive Directors

Geoffrey Barnes (aged 79) - Non-executive Chairman

Geoffrey formerly served as the executive Chairman of Casson Beckman, a leading mid-tier accountancy and professional services business, and was instrumental in the firm's merger with Baker Tilly in 1997. He later led Baker Tilly International's global growth as CEO, expanding the network and growing revenues to $3.8 billion by the time of his retirement in 2016. He was also previously Chairman of the International Advisory Panel at the Institute of Chartered Accountants in England and Wales ("ICAEW"), as well as a former member of the ICAEW governing council. Geoffrey currently serves as the non-executive Chairman of the Supervisory Board at Baker Tilly South East Europe Ltd and as the senior non-executive director and Chairman of the Audit Committee at AIM-quoted CML Microsystems Plc.

Linda Main (aged 62) - Independent Non-executive Director

Linda is an experienced non-executive Director with considerable board experience and expertise in corporate governance structures and risk across a diverse range of businesses. Linda was previously a partner of KPMG LLP, where she led its equity capital markets advisory group. She was a board member of KPMG between 2018 to 2023, as well as chair of its risk committee. Since 2024, she has been a board member of the Quoted Companies Alliance as well as non-executive Director of an AIM quoted company in the energy sector. She is also currently a partner at Gara Strategic Advisory, an advisory firm focused on supporting companies considering an IPO. 

Sir Robert ("Bob") Neill KC (aged 72) - Independent Non-executive Director  

Sir Bob is an experienced leader, Chairman, and policy expert with a track record in governance, law, and public affairs and was a practising British criminal law barrister, specialising in criminal and complex fraud cases with a regulatory focus, from 1975 to 2008.  In 2006, Sir Bob was elected as the Member of Parliament for Bromley and Chislehurst, serving until 2024. During his tenure, he held several significant positions, including Parliamentary Under-Secretary of State for London, Local Government, and Planning at the Department for Communities and Local Government from May 2010 to September 2012 and Chair of the Justice Select Committee for the House of Commons from June 2015 to May 2024, where he was an advocate for the criminal justice system and legal aid. From 2002 to 2006, Sir Bob was a non-executive Director for the Northeast London Strategic Health Authority and a Member of the London Assembly from 2000 to 2008. In recognition of his public service, Sir Bob was knighted in the 2020 New Year Honours and was appointed an Honorary King's Counsel in January 2024 for his contributions to political service. As well as having a track record of supporting and building teams from diverse backgrounds to deliver exceptional results, Sir Bob has a law degree from the London School of Economics and Political Science and is a Fellow of the Royal Society of Arts.

Senior Management

In addition to the executive Directors named above, the Group's senior management team comprises the following:

Andrew Moyser (Partner, Head of Audit), aged 43

Andrew has worked at MHA since 2005 and is currently Head of Audit. He works closely with the Managing Partner to oversee audits of the Group's public interest entities, listed companies, and some of its largest clients. Andrew is responsible for managing the Group's relationship with the Financial Reporting Council ("FRC"), leading the Audit Quality Board and the Audit Council. He also serves as Chairman of the Baker Tilly Audit and Assurance Strategy Panel, contributing to the strategic direction of BTI's audit services. Andrew is responsible for ensuring the firm's audit quality as he reviews the firm's high-profile clients and complex audits. Andrew leads the firm's audit innovation project and is responsible for bringing Data Analytics and Artificial Intelligence into MHA's audit procedures.

Martin Herron (Partner, Chief Risk Officer), aged 56

Martin is the Group's Chief Risk Officer and has been a partner since 2005. He joined the Group Board in 2023 and is responsible for professional indemnity insurance and broader risk management. Martin has extensive experience in providing audit, accounting and business advisory services to mid to large privately owned businesses, subsidiaries of foreign parents and AIM quoted entities. He has been acting as an assurance partner with MHA LLP since 2002 and during this time has acted as MHA's Audit Compliance Partner.

Graham Gordon (Partner, Head of Wealth Management), aged 57

Graham is the Head of Wealth Management for the Group and became a member of the Group Board in 2024 after the merger with Moore and Smalley. He also serves as the regional chair for MHA in the Northwest. Graham advises on retirement, investment, estate and protection planning, and tax matters. His expertise includes working with high-net-worth individuals, trusts, corporate entities, healthcare professionals, and clients requiring long-term care or equity release planning.

Katherine Simon (known as Kate Arnott) (Partner, Head of Professional Services, Ethics Partner), aged 47

Kate assumed the role of the Group's Ethics Partner in May 2024 and continues in the role of Head of Professional Services sector. Kate was appointed to the Group Board in June 2021, having previously held other management roles within MHA, including Regional Ethics Partner and Regional Chief Operating Officer (Thames Valley office). Kate has a varied portfolio of clients, based largely in London and the South-East and Chicago.

IMPORTANT NOTICES:

This is a financial promotion and is not intended to be investment advice.

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Cavendish Capital Markets Limited ("Cavendish") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States

This announcement does not constitute or form part of any offer for sale or subscription or any solicitation of any offer to buy or subscribe for any securities and neither this announcement nor any part of it forms the basis of or may be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice. Any purchase of Ordinary Shares in the possible Fundraise should be made solely on the basis of information contained in the final Admission Document ("Admission Document") which may be issued by the Company in connection with the Fundraise. The information in this announcement is subject to change. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Admission Document, if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

The Group may decide not to go ahead with the possible Fundraise or Admission and there is therefore no guarantee that an Admission Document will be published, the Fundraise will be made or Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Admission Document, constitutes a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of a possible offer for the person concerned.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice, (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances or (iii) a personal recommendation to you. This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, The Republic of South Africa or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, The Republic of South Africa or Japan or to any national, resident or citizen of Australia, Canada, The Republic of South Africa or Japan or in any other jurisdiction in which the publication, distribution or release of this announcement would be unlawful.

This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area ("EEA"), Qualified Investors as defined in article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); (ii) if in the United Kingdom, are Qualified Investors as defined in article 2(e) of the EU Prospectus Regulation as it forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 and (a) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b) are persons who fall within article 49(2)(a) to (d) of the Order, or (c) to whom it may otherwise be lawfully distributed (all such persons together being referred to as "Relevant Persons").

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with such persons.

This announcement contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Group's control and all of which are based on the Directors' current beliefs and expectations about future events. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the terms "anticipates", "believes", "could", "envisages", "estimates", "expects", "intends", "may", "plans", "projects", "should", "will" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They include statements regarding the intentions, beliefs and current expectations of the Company or the Directors concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which the Group operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The actual results, performance or achievements of the Company or developments in the industry in which the Group operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this announcement.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.

Each of the Company and Cavendish, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.

The anticipated timetable for Admission, including the publication of the Admission Document and/or the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Admission Document will be published or that Admission will occur. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments.

This announcement does not constitute a recommendation concerning Admission or the Ordinary Shares. The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. On any sale of an investment an investor may get back less than he or she originally invested. Potential investors should consult a professional adviser as to the suitability of the Ordinary Shares for the person concerned before making any investment decision. Past performance cannot be relied upon as a guide to future performance.

Neither Cavendish, nor any of its affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, Cavendish, its affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Cavendish, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with the possible Admission and Fundraise. Cavendish will not regard any other person as its client in relation to the possible Admission and Fundraise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the possible Admission or Fundraise, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

For the avoidance of doubt, the contents of the Company's website and any links available from the Company's website are not incorporated by reference into, and do not form part of, this announcement.

Notice to Distributors

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors (for the purposes of the UK Product Governance Requirements) should note that: (i) the price of the Ordinary Shares may decline and investors could lose all or part of their investment; (ii) the Ordinary Shares offer no guaranteed income and no capital protection; and (iii) an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and determining appropriate distribution channels.