Connecting Excellence Group (AQSE:XCE) has completed the acquisition of the entire issued share capital of James Gray Recruitment and James Gray Engineering, its first deal under a strategy that pairs recruitment acquisitions with a long-term Bitcoin treasury.
The Aquis and OTCQB-listed group combines international executive and specialist recruitment with Bitcoin holdings on its balance sheet, and this is the first recruitment business it has folded into that model.
James Gray Recruitment and James Gray Engineering generated combined, unaudited revenue of £1.79 million in the 12 months to 30 June, up 21.5% on the prior year, with gross profit of £1.27 million at a 70.9% margin and EBITDA of £431,000.
James Gray is a specialist construction and engineering recruiter placing technical, management and leadership candidates across the UK, US and international markets, and under XCE's decentralised model it keeps its brand, management and operating independence while gaining access to the wider group's capital and listed platform.
The deal completed on the terms XCE first announced on 1 September, with initial cash consideration of £575,000, of which roughly £425,000 was settled by set-off against amounts owed to the targets by their shareholders, leaving a net cash outflow of approximately £150,000 before transaction costs.
A further £60,000 is due in 2028, with the remainder deferred and tied to EBITDA performance across 2027, 2028 and 2029; no payment falls due below the agreed minimum EBITDA threshold, and XCE expects to retain roughly 75% to 85% of cumulative EBITDA earned over the earn-out period.
The deferred element carries a cash earn-out payable annually from January 2028 to January 2030, alongside consideration shares capped at £200,000 in value each year and at 6.67 million shares per tranche, with a cash top-up of up to £50,000 per tranche if the capped share allocation falls short of that value.
The consideration also includes £531,223 reflecting the market value of 8.216 BTC held by the targets, funded from the £600,000 subscription XCE announced on 22 September, while the balance of the initial consideration after set-off came from the group's cash resources and a new revolving credit facility from BitGo, its existing Bitcoin custodian.
That facility permits drawings of up to $1.5 million, secured against a portion of the group's Bitcoin held in custody, with interest accruing at SOFR plus 2.5% subject to a 7.5% minimum, rolled up rather than paid in cash during the term.
The acquisition lifts XCE's total Bitcoin holding to 81.157 BTC, including the 8.216 BTC it acquired with the targets, valued at £5.25 million at the 4.00pm price on 2 October, and Bitcoin per share rose to 16.0231 sats on an issued basis and 14.2192 sats fully diluted, up 2.5% and 3.5% respectively on the position announced on 1 September.
"James Gray Recruitment is exactly the type of business we are built for: profitable, specialist and founder-led, with a strong brand, established client relationships and significant room to grow," said chief executive Scott Ellam, adding that the company sees up to 1,000 owner-managed executive and specialist recruitment businesses in the UK and roughly 10,000 worldwide as potential targets.
Ellam said the deal is the first in an identified acquisition pipeline, alongside continued organic growth across the group and further expansion of its Bitcoin treasury.
Richard Samuels, managing director of James Gray Recruitment, said joining XCE "gives us greater firepower to invest in our team, expand into new markets and build on the opportunities we're already seeing across the UK and US."