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Challenging. Transforming. Rethinking. Annual Review 2012

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“Challenging.Transforming. Rethinking.”

Annual Review 2012

Rethink Group A

nnual Review 2012

Rethink Group delivers recruitment, talent management and technology services internationally to transform businesses into higher performance organisations.

01 Highlights02 Company overview04 Growth and achievements06 Recruitment08 Talent Management10 Technology Services12 Chairman’s statement14 Interim Chief Executive Officer’s statement16 Interim Chief Executive Officer’s Q&A18 Financial review20 Directors’ biographies

www.rethinkgroupplc.com

01Rethink Group Annual Review 2012

Highlights

Financial highlights• EBITDA*of£0.2m(2011:£2.3m)reflectingincreasedpersonnelcosts• Revenueincreased15.6%to£91.2m(2011:£78.9m)• Lossfromoperations£0.5m**(2011:profit£2.1m)• Grossmargin(NetFeeIncome(‘NFI’))increasedto£20.1m(2011:£18.1m)• TalentManagementNFIincreasedto£4.1m(2011restated:£2.6m)• Netborrowings***increasedto£11.3m(2011:£7.1m)duetoworkingcapitalrequirements

• Cashabsorbedbyoperations£3.1m(2011:generated£0.3m)• Adjustedbasiclosspersharebeforeseparatelyidentifiableitems0.436p(2011:earningsof1.422p)

• New£20mbankingfacilityagreedwithBankLeumipostthefinancialyearend,replacingexistingarrangements

* Beforeseparableitemswhichincludegoodwillimpairmentof£0.4m(2011:nil)andreductionofacquisitionconsiderationof£0.2m(2011:£0.8m)

** Afterdeductinggoodwillwritedownof£0.4magainstinvestmentinSingapore*** NetborrowingsarecashatbanklessbankborrowingsunderInvoiceDiscountingarrangements

Operational highlights• Recruitment

– Growthincontractornumberstoarecord894(2011:837)andpermanentrecruitmentalsoatrecordlevels– Launchedaretailspecialistbusinesstoservicegrowingretailclientbase– TheBerkleyGroupgrewitscontractornumberstoover200in2012(2011:155)

• TalentManagement– Awarded‘OverallKeySupplieroftheYear2012’byBoots,forthesecondconsecutiveyear

• TechnologyServices– Aiimi,thetechnologyservicesoffering,achievedrecordrevenuesof £3.9m(2011:£3.8m)– SignedanagreementwithSAP;Groupisnowanofficialcertifieddeliverypartner

• TheGroupimplementedandcompletedarestructureofalloperationsin thesecondhalfof2012

• RevisedGroupstrategydevelopedandintheearlystagesofimplementation

Revenue (£)

91.2m2011: £78.9m

15.6% Increase

Net fee income (£)

20.1m2011: £18.1m

11.0% Increase

02

Rethink GroupCompany overview

Strategy

Rethink focuses on providing organisational transformation services in the areas of people, talent and technology enablement.

Our strategy is to capitalise on our knowledge and expertise in our chosen specialist fields. Our Recruitment, Talent Management and Technology Services divisions offer high value client propositions tailored on an individual basis. Developing deep client relationships is at the heart of our strategy.

Increasingly, we are becoming a trusted partner with our clients. We will become a deeper and more integral part of their success going forward through the provision of these organisational transformation services. Our goal is to be involved with our clients in a more holistic manner across all our divisions.

We will provide permanent personnel and expert contractor services to our clients, through our Recruitment division brands. At the same time, through our Talent Management division, we will partner with our clients to identify, attract and develop the key talent that will enable their business aims to be met. The Technology Services division supplies technology solutions, expert consulting and project management services in the enterprise information management (‘EIM’) field.

The Board believes that through this strategy we can build the Group to be a more valuable asset through deeper and more sustainable client engagement, providing greater recurring revenue streams.

UK and Ireland officesGeographical presence

BirminghamBristolLondonManchesterDublin Cork

Singapore

DubaiHouston

03Rethink Group Annual Review 2012

RethinkGroup

TechnologyServicesRecruitment

TalentManagement

• Berkley Recruitment• ReThink Recruitment• Otravida

• Aiimi

• ReThink Talent Management• Berkley Talent Management

Group structure

Our structure is aligned to our customers’ needs. Be that the implementation of a new system, the hiring of an expert team or the development of first class talent. The decision-making authority within our structure is devolved allowing for rapid responses to customer demands.

By avoiding the typical ‘off the shelf ’ approach we can offer a range of relevant bespoke solutions. That means we deliver against specific needs whilst drawing on our whole Group’s knowledge and intellectual property.

We have grown every year since our inception in 2005, by strengthening and deepening relationships with existing clients.

04

Highlights

Operational HighlightsRPS developed and new office in Leeds opened

Financial HighlightsGroup revenue £43.4m

Highlights

Operational HighlightsAiimi developed and KPC acquired

Financial HighlightsGroup revenue £28.1m

Highlights

Operational HighlightsNew office in Birmingham opened

Financial HighlightsGroup revenue £12.9m

Highlights

Operational HighlightsRRS established in Manchester, London and Bristol

Financial HighlightsGroup revenue £2.4m

Since being established in 2005, we have continued to grow year-on-year.

Revenue (£)

43.4m

Revenue (£)

28.1m

Revenue (£)

12.9m

Revenue (£)

2.4m

Rethink GroupGrowth and achievements

2005 2006 2007 2008

05Rethink Group Annual Review 2012

Highlights

Operational HighlightsRecruitmentConsiderable growth in contractor numbers to a record 894 (2011: 837) and permanent recruitment also at record levels

Launched a retail specialist business to service growing retail client base

The Berkley Group grew its contractor numbers to over 200 in 2012 (2011: 155)

Talent ManagementAwarded ‘Overall Key Supplier of the Year 2012’ by Boots, for the second year

Technology ServicesAiimi, the technology services offering, achieved record revenues

Signed an agreement with SAP and are now an official certified delivery partner

Group staff numbers increased to 208 at year end (2011: 173)

The Group implemented and completed a restructure of all operations in the second half of 2012

Highlights

Operational HighlightsExpanded geographic coverage and broadened sector presence

RecruitmentConsiderable growth in contractor numbers to a record 837 (2010: 560)

Permanent recruitment revenues reached record levels

Talent Management Awarded ‘Overall Key Supplier of the Year 2011’ by Boots

Technology ServicesAchieved record revenues and record growth in customer base

The Berkley Group successfully integrated and has proved a major addition to our offering

Highlights

Operational HighlightsAcquired and integrated TrustTech, a Business Transformation and Technology Services company

Three-year recruitment process outsourcing contract win with major UK retailer

Increased contractor numbers ending on 560

Financial HighlightsRevenue growth up 13% to £56.4m

Gross profit up 17% to £12.8m

Highlights

Operational HighlightsIncreased revenues

Opened and expanded in the Gulf region

Increased contractor numbers to over 500

Financial HighlightsRevenue growth up 15% to £49.7m

Revenue (£)

91.2m

Revenue (£)

78.9m

Revenue (£)

56.4m

Revenue (£)

49.7m

2009 2010 2011 2012

06

“Dynamic people...

Rethink Group Annual Review 2012

Group activities:Recruitment

130 consultants. 9 offices. 5 countries. £58.7m revenue.

Recruitment is where the Rethink Group began in 2005 and we’ve successfully grown year-on-year ever since. We have grown and reduced risk through the recession by spreading geographically and by operating in the most buoyant sectors.

Our recruitment divisions specialise by sector and by region:

• ReThink Recruitment concentrates on business and technology recruitment. The Company has grown organically and by acquisition, servicing clients across the UK and opening in the MEA region in 2009

• ReThink Energy is an organic start-up, specifically designed to service the energy sector. 2012 saw the opening of our second trading operation in Houston, USA, to further deliver on our plans for international growth

• ReThink Retail was launched in 2012 to enhance our existing coverage of the retail IT market, providing our retail client base with complementary recruitment services

• Berkley Group was acquired by the Rethink Group in 2011 and covers two regions: Europe from its operations in Ireland, and the Far East, via Singapore. Berkley has specialist recruitment practices in pharmaceuticals and life sciences, engineering, IT and commercial

• Otravida was set up in 2011 and concentrates on the senior and executive appointments market

Revenue (£)

58.7mNet fee income (£)

14.1m

Responding to a challenging international brief

Berkley was appointed by H&K International, a leading global provider of restaurant equipment systems, to meet the challenge of recruiting a Regional Finance Director with the right combination of personal qualities, professional expertise and strategic thinking, plus the added complication of finding someone with strong Asian regional experience.

Before setting out on the task, we focused on getting the basics right – meeting with key stakeholders in H&K International to ensure we had an in-depth understanding of both the core requirements of the role and the type of individual that would fit seamlessly into the organisation and its culture.

Extensive research and market mapping of similar organisations identified a number of suitable candidates for initial screening and selection for a face to face competency-based interview with Berkley staff in Singapore. Five high quality candidates were put forward for interview supported by detailed profiles and recommendations from our consultants.

All five were interviewed and one candidate hired following a rigorous and efficient process that supported H&K International’s expansion in SE Asia and delivered a successful recruit smoothly into the organisation.

Case study:H&K International

“Berkley have been a great support as we have expanded our presence in SE Asia. They have demonstrated great flexibility, are always available, helpful, professional and efficient and have been a pleasure to work with.

”David Spain, H&K International

07Rethink Group Annual Review 2012

...for better business.”

08

“Discovering talent...

Rethink Group Annual Review 2012

For our clients to get ahead of the competition in today’s challenging markets, a proactive, integrated approach to talent management is critical.

Steering clear of high-volume, low-cost solutions, we offer a range of talent management services from employer branding, employee attraction and development, through to managed recruitment services and delivery methods, including a full Recruitment Process Outsourcing (‘RPO’) service.

We focus on understanding an organisation’s DNA and designing innovative, scalable solutions – whether that’s identifying and nurturing future leaders, formulating an employee brand or delivering a range of cost-effective recruitment services on a project or ongoing basis.

One size does not fit all, so each solution is carefully constructed to match our clients’ needs precisely. Combining our unique blend of consultancy skills, recruitment expertise and the use of specialist technology we help our clients build high performance, agile organisations.

Based on this progressive formula, our Talent Management division is now a core strategic growth area, with 2012 contributing 31% of the overall Group revenues.

Group activities:Talent Management

Revenue (£)

28.6mNet fee income (£)

4.1m

Case study:Boots

Transforming delivery of contract resources for Boots

Over the past 12 months ReThink’s partnership with Boots has gone from strength to strength and continued support has been provided to meet the demands for business critical projects across the whole of their IT estate. We have reacted rapidly to provide the very best of talent in the interim IT market place, whilst providing “best value” to the customer at all times.

ReThink Talent Management has a contract to deliver a coordinated recruitment process outsourcing service (‘RPO’) to source and manage all contractors in the IT department. The dedicated account team are based at Boots HQ in Nottingham and manage between 80–100 flexible workers on site across all areas of IT including business analysis, project management, architecture, development, support and e commerce.

Boots benefit from the balance in the quality of recruits combined with large annual cost savings of between £300k and £400k per annum through the use of a rate card mechanism. Since the contract was awarded in 2010 the service is now well embedded with regular supplier reviews and the provision of comprehensive management and market information all supporting a consistent, effective process.

In 2012 ReThink was awarded the Boots ‘Overall Key Supplier of the Year 2012’, the second year in succession that our services have been so highly acclaimed.

“I am delighted to receive a prestigious accolade from Boots for a second time. This is testament to the partnership we have forged with their team over the duration of our managed service.

”Rob O’Callaghan, Managing Director – Rethink Group

09Rethink Group Annual Review 2012

...for global markets.”

10

“Delivering intelligence...

Rethink Group Annual Review 2012

Specialising in Business Transformation, Business Intelligence and Enterprise Information Management, Aiimi provides the Group with long-term annuity revenue, contributing 4% of the Group’s revenues in 2012.

The core Aiimi services include consulting, software as a service, software and support. Growth is also driven by solid partner relationships with OpenText, Microsoft and, in 2012, we signed an official partnership agreement with SAP. We now have more certified consultants in OpenText and Microstrategy than any other partner in the UK and, with this expertise, we can leverage a powerful proposition with our ever-growing customer base.

Aiimi’s focus is on helping organisations use the relevant tools and techniques to maximum effect, allowing them to introduce structure whilst tapping into the inherent intelligence contained within their organisation’s information, whatever the media or source.

Combining our practical experience of implementing change with a comprehensive understanding of the leading technology platforms, Aiimi is able to provide its clients with a full end-to-end service, whether delivered onsite or through our hosted environment.

The continued expansion and development of our Technology Services division is a key part of our future strategy.

Group activities:Technology Services

Revenue (£)

3.9mNet fee income (£)

1.9m

Rethinking technology to deliver business benefits

A newly established Lloyds Managing Agency, turned to Aiimi to help meet an urgent deadline for the management of regulatory documentation and also to overcome performance issues with its SharePoint 2010 system which was yet to deliver the business benefits anticipated.

We initially conducted a comprehensive analysis of the existing SharePoint environment compared with the requirements of the business and provided a roadmap to demonstrate what needed to be done to realise the return on the Company’s investment. An intuitive document management solution was implemented to assist in the transition from a predominately paper environment that also met the Lloyds regulatory deadline. This gave the Company greater control and visibility of company documents and information, centralising the delivery of business intelligence.

Our consultants reconfigured and fine-tuned the SharePoint environment to provide an easy to use, flexible solution that enabled the introduction of collaborative working at both team and Board level. Today, the Company has a stable, scalable platform with powerful search facilities to support its business requirements going forward.

Case study:A Lloyds Managing Agency

“Aiimi has enabled us to confidently take a framework for managing our documentation workspace from concept to reality. The consultant guided us every step of the way and recommended practical solutions, tailored specifically for our needs.

“Head of Operations

11Rethink Group Annual Review 2012

...for technical expertise.”

12

John Sadiq Chairman

Chairman’s statement

Revenue (£)

91.2m2011: £78.9m

15.6% Increase

“A fundamental review of the Group’s strategy has been undertaken, and a more focused approach is being put in place, which best leverages the strengths and capabilities inherent to Rethink.

Despite several operational highlights during the course of the year our business performance and results in 2012 were disappointing and the Board has put in place measures to address this.

The Group embarked on aggressive expansion plans during 2011 to early 2012. Over the course of 2012 it became clear that the plans were overambitious and had overstretched the Group’s management and infrastructure. The investment in additional headcount combined with challenging market conditions exacerbated the effects of this on the Group’s performance. Consequently, the Board undertook a cost cutting programme during the course of the second half of 2012 in reaction to the subdued market conditions.

Subsequent to the year end, steps were taken to implement a new and increased level of rigour and accountability which, although in its earliest stages, is already beginning to yield positive results. A fundamental review of the Group’s strategy has been undertaken, and a more focused approach is being put in place, which best leverages the strengths and capabilities inherent to Rethink that have contributed to the Group’s strong growth in the previous eight years.

The increased profitability of the Talent Management business demonstrates the potential of this division and the power of a partnership approach to client engagement. In 2012, revenues in our Talent Management division contributed 31% (2011 restated: 32%) of the Group’s revenues but materially increased contribution from ongoing operations to £2.5m (2011 restated: £1.3m). The Board plan to grow this significantly over the next three years.

Financial performanceRevenue for the year grew by 15.6% to £91.2m (2011: £78.9m), driven by growth in contractor numbers and in permanent placements. Gross margin (Net Fee Income (‘NFI’)), which is the more meaningful measure of growth, increased to £20.1m (2011: £18.1m) and EBITDA was £0.2m (2011: £2.3m). Losses before tax were £0.8m (2011: £2.5m), a reflection of the substantial personnel cost increase absorbed in the first part of the year. Furthermore a goodwill impairment of £0.4m relating to the acquisition of the Berkley Group was incurred in the year.

13Rethink Group Annual Review 2012

PeopleOur staff numbers increased to 258 at the mid-year point before the managed reduction to 208 at year end (202 at 31 December 2011). Rethink has a high quality base of talented and enthusiastic people who are central to the success of Rethink, and I would like to thank them for their continued efforts.

We continue to offer training programmes at all levels and the Rethink Academy has proven itself to be very successful in supplying future personnel for our growing business.

Board changesJon Butterfield, the Group’s CEO, left the Group on 17 January 2013 following the Board’s decision to review its future strategy on how best to embark on its next stage of growth. We would like to thank Jon for his contribution over the last eight years and we wish him very well in his future endeavours. Jon retains a significant shareholding and has been retained on a 12 month consulting contract.

Stephen Wright who joined the Board as our Chief Financial Officer in March 2012 has been appointed to the role of Interim CEO with Andrew Lord, Managing Director of the Recruitment Division, being appointed Chief Operating Officer.

DividendIn view of the financial performance during the year, the Board has decided that it is not in the best interests of shareholders to recommend a dividend.

John SadiqChairman

Net fee income (£)

20.1m2011: £18.1m

11.0% Increase

14

Interim Chief Executive Officer’s statement

Stephen WrightInterim CEO

“We are pleased that it is the eighth successive year of revenue and NFI growth since the Group was formed.

IntroductionDespite the disappointing return from the investment programme, Group revenues increased to £91.2m in 2012 (2011: £78.9m), representing growth of 15.6% and NFI also grew from £18.1m to £20.1m. We are pleased that it is the eighth successive year of revenue and NFI growth since the Group was formed. The Group navigated a very challenging period, having quickly taken remedial steps and I am pleased that positive results and greater clarity of purpose are now evident in trading in the new financial year.

The management team is now more clearly focused on driving performance and accountability throughout the Group, and is confident that this will be reflected in the operating results. This approach will enable the Group to resume a path of steady growth that had previously been achieved consistently since 2005.

The Group’s three reportable divisions are Recruitment, Talent Management and Technology Services, offering complementary products and services.

Recruitment Recruitment is represented by the subsidiaries: ReThink Recruitment Solutions Limited, Otravida Search Limited (formerly known as Integritas Recruitment Limited), Rethink Group Inc, ReThink MEA FZCO, Berkley Recruitment (Group) Limited and Berkley Recruitment Group (Asia) Pte. Limited with all subsidiaries involved in both permanent and contract recruitment. Permanent recruitment involves the placing of candidates in permanent employment roles. Contract recruitment involves the placing of candidates in fixed term roles.

Our Recruitment division provides contract, interim, permanent and executive search solutions to a wide range of clients globally, including SAB Miller, Ericsson and Google.

Revenues for our recruitment business were £58.7m representing 64% of the Group’s total in 2012. NFI increased to £14.1m in the year (2011 restated: £12.7m) and contribution from ongoing operations was £0.7m (2011 restated: £4.0m).

Talent ManagementTalent Management is currently represented by ReThink Professional Services Limited and parts of ReThink Recruitment Solutions Limited and is also involved in both permanent and contract recruitment as part of a wider managed services offering to larger corporates. As highlighted in 2011, this division continues to increase in importance. In the current and previous financial year we have more accurately reflected the allocation between Talent Management and Recruitment to ensure the Talent Management segment more fully reflects its associated income and costs.

15Rethink Group Annual Review 2012

Our Talent Management business is underpinned by long-term contracts and provides our clients with a range of consulting and managed services in the Business, Technology, Life Sciences and Pharmaceutical sectors, which are showing growth in our non-UK markets.

With long-term relationships in place with prestigious organisations, high street retailers and other large corporations, we are building a track record that is opening up further opportunities for the Group. The highlight for this division was the award from Boots of ‘Overall Key Supplier of the Year 2012’, the second year in succession that our services have been so highly acclaimed.

The adoption of the Group’s Talent Management solutions is providing clients with measurable ongoing benefits such as improved quality, efficiency and effectiveness, whilst providing a better return on investment. These are key qualities in today’s demanding business environment and are crucial to the Group’s success.

Revenues for our Talent Management division were £28.6m, representing 31% of the Group’s total in 2012. NFI increased to £4.1m (2011 restated: £2.6m), and contribution from ongoing operations increased significantly to £2.5m (2011 restated: £1.3m). This division is a key part of our strategy moving forward.

Technology ServicesTechnology Services is represented by Aiimi Limited (‘Aiimi’). The segment is involved in providing technical consulting, software, Software as a Service (‘SaaS’), support and project management.

Aiimi continues to grow and we are currently reviewing this division’s strategy in order to take its development to the next stage.

The division specialises in providing integrated solutions that enable clients to manage and analyse information stored across their enterprises. Our Technology Service division focuses on Enterprise Information Management (‘EIM’) and Business Intelligence (‘BI’) through offerings that comprise consulting, software distribution, support and SaaS deployment. This division has partnerships with some of the leading technology and services companies in the market, including Microsoft, SAP and OpenText.

NFI decreased to £1.9m (2011: £2.9m). The division has developed a more sophisticated cost allocation model, and costs previously classified as administrative are now reflected within the gross margin. The model was not available to management for the prior year and so the comparative has not been restated.

Contribution from ongoing operations was £0.02m compared to £0.23m in 2011 as the division has continued to invest in the range of offerings and in-house skill capacity.

ClientsOur client base is a source of great pride. We believe that  the growth in our Talent Management business demonstrates the power of a partnership approach to client engagement. Rethink works closely to support clients in meeting their challenges; a key differentiator and strength of the Group.

We will continue to deepen our relationships through our Talent Management services, becoming increasingly valuable partners to our clients in the years to come.

OutlookOur experience of over-expansion combined with a continuing challenging economic environment in 2012 has served as a reminder that we must remain cautious in our expansion plans, and that investment success requires stringent, careful management. The Board has reviewed and refined the Group’s operations and processes and as a result, we believe it now has a strong position and an excellent client base from which to grow. I am pleased to report that Rethink is trading profitably in the new financial year, with results from the first quarter in line with management expectations.

Group strategyOur focus on long-term client relationships is a key differentiator for Rethink and our strategy is to continue to develop and expand the Talent Management offering. This will produce much longer-term annuity revenues and profits for the Group.

Our objective is to work towards a greater involvement with our clients in long-term relationships. The Board believes that Rethink’s business model must continue to transition from a group delivering transactional recruitment services to an increasingly trusted and strategic partner to our clients. To this end, we will engage with our clients to provide them with a full service Talent Management solution that addresses their needs and requirements in the Business and Technology transformation sector, as well as Life Sciences and Pharmaceuticals, through the Berkley brand. The Talent Management landscape is ever evolving; this is a challenge for our clients which Rethink is ideally positioned to help them address.

We will continue to work closely with clients and partners to identify key talent issues, ranging from employer branding, talent pooling, assessment and selection. Rethink will increasingly support the hiring, on-boarding and development of all talent, so that the Group is ideally positioned to support clients’ future success. We will increasingly offer end-to-end recruitment outsourcing services to ensure all talent requirements for our clients are delivered in the most efficient and cost effective way.

The Board believes that through this strategy of deeper and more sustainable client engagement, the Group will become a stronger business, resulting in more sustainable recurring revenue streams.

16

Interim Chief Executive Officer’sQ&A

“The Board has spent a considerable amount of time reviewing strategy and is clear about the direction of travel for the Group moving forward.

Q You’ve only been Interim CEO a short time, what are your immediate priorities?AMyimmediateprioritiesaretostabilisetheGroup’sfinancialperformance,reviewtheGroup’sstrategicgoals,andthenfinallytolaydownacommunicationplanwithourCityadvisersthatwillstarttobuildtheGroup’sshareprice.

Q Are you planning to change Group strategy?AThefinancialperformanceinthefirstquarterof2013has seenaprofitperformanceaheadofourbudgetexpectations,andtheindicationsforthesecondquarterof2013areencouraging.TheBoardhasspentaconsiderableamountoftimereviewingstrategyandisclearaboutthedirectionoftravelfortheGroupmovingforward.WewillbeaimingtocommunicatethisrevisedstrategytowardstheendofJune,oncewehaveformulatedtheunderlyingStrategicPlanwithsufficientgranularity.

Finally,wehavetohelpourCityadviserstounderstandthatwehaveaclearstrategytobuildtheGroupandthatourfinancialperformancecanbemanagedovera sustainedperiod.Oncethosefeaturesaredemonstrated,theGroup’ssharepriceshouldstarttoreflecttheunderlyingstrengthandpotentialoftheGroup,whichisimportanttomanyofourpeoplewhohaveequityintheGroup.

Q How important are your values to the business?AOurvaluesthatweholduparecriticaltooursuccess–integrity,innovationandcollaboration.Allstakeholdersinmoderntransparentorganisationsarelookingforstrongvaluestodrivebehaviours,basedonhonestandopenprinciples.WereviewedandupdatedourGroupvaluesin2012,workingwithallstafftoidentifythemandensurethattheexpectedbehaviourswereunderstoodandembedded.

Our ValuesOur values drive everything we do as a business. It’s how we set our standards, measure our behaviour and make sure we’re all pulling in the same direction. We believe in three core principles:

IntegrityWe believe in challenging the status quo to make sure we are doing the right thing for our clients. We won’t go along with something for an easy life. We build trust through honesty and transparency, being accountable for every decision and taking care of our clients’ best interests.

InnovationTransformation sits at the heart of our business so we have to stay relevant and agile. There’s no standing still and we are always looking out for new ways to add value. We harness new technologies and embrace new techniques to positively impact upon our clients’ businesses.

CollaborationWe recruit, manage talent and use technology to transform businesses into higher performance organisations. And at the heart of all of that are the people we recruit, the clients we service and the experts we partner. We build lasting relationships with depth, many of which are managed by a very hands-on Board.

17Rethink Group Annual Review 2012

Percentage of 2012 revenues from outside the UK (approx)

20.0%

Q Where do you see the main areas of growth for Rethink?ATheGrouphasperformedextremelywellintheverychallengingeconomicperiodsince2008,withgoodgrowthwhichseestheGroupnowatover£90mofrevenues.Soclearly,theoverallstrategyissound.TheBoardhavehoweverconcludedthatthereisanexcellentopportunitytobuildfurtheronthesuccessesofourrelationshipswithourmajorClientsandwehopethatwithfocus,wecanbuildmoresuchrelationshipsinthefuture.StrongrelationshipswithourClientsbuiltontrustandreliableservicewillenableustomoveforwardwithmuchgreaterpredictability.

ThereismuchopportunityfortheGroup,butwemustmakesurewefocusonourstrengthsandcapabilitiesin theBusinessandTechnology,andPharmaandLifeSciencesverticals,andavoiddistractionswhichtakeus intouncharteredwaters.

OurviewisthatthemostattractivegrowthopportunitiesfortheGrouplieinbuildingdeeperstrategicrelationshipswithClients,byprovidingacompleteservicerangingfromtalentidentification,assessment,deploymentandongoingdevelopment.Increasingly,wewillseekoutProjectsandManagedServiceopportunitiesinordertoworkwithClients.WhilethisinitselfisnotachangeofStrategy,itisanimportantchangeofemphasiswhichwebelievewillmanifestitselfinastrongersharepriceovertimeasweareabletodemonstratethebenefitsto Clientsandinvestors.

Q How do you see the economic outlook for 2013?ATheeconomicoutlookin2013fortheUKremainsverycautious.ItisinterestinghowevertoseethatsomecommentatorsbelievetheunderlyingUKeconomyisgrowingandisabovetheprevioushighof2007.However,thefinancialservicessectorhassufferedsignificantcontraction,whichinturnisholdingbacktheoverallheadlineeconomicperformance.OurGroupisfortunateinhavingaverylimitedexposuretothefinancialservicessector,andsowearebetterpositionedtomoveforward,particularlyinthosesectorssuchasRetailandgeneralbusinessserviceswhichareundergoingsuchdramaticchangethatrequiresconstanttalentinputtokeepahead.Wealsoproducedalmost20%ofour2012revenuesfromoutsidetheUKandtheaimistocontinuetobuildinaclearfocuseddirection.

Q Overall, what is the outlook for Rethink?ATheoverallpictureforRethinkisverypositive.Wehadaverydifficultyearin2012andhavehadtotakestockofourcorestrengthsandcapabilities.TheBoardrespondedquicklytothechallengesthatwefacedinthe secondhalfof2012andwebelievethatsustainedstabilityandprofitabilityisnowemerging.Wemustrecognisethoughthattherearenoquicksilverbullets–buildingacompanythatisvaluableandagoodplacetodevelopacareertakestimeandpatience–moreakintoamarathonthanasprint.Aswecommunicatethestrategyinthecomingmonths,andasweimplementtheimportantstrategicenablerstounderpintheBoard’saspirations,stakeholderswillseethatRethinkisanenergisingorganisation,whetherasabusinesspartner,employeeorinvestor.

Stephen WrightInterimCEO

18

Patrick DundonInterim Director of Finance

“Following the financial year end, the Group entered into an agreement with Bank Leumi to replace its existing banking facilities with a new facility of £20.0m.

Financial review

Income statementEarnings before Interest, Tax, Depreciation and Amortisation (‘EBITDA’)The Group’s preferred measure of profitability is EBITDA, since this is the measure which most appropriately provides a guide to the underlying cash generative capability of the Group.

For 2012, EBITDA before separable items fell to £0.2m (2011: £2.3m).

Loss before taxLoss before tax amounted to £0.8m, (2011: profit £2.5m). This was after an impairment charge of £0.4m (2011: nil) and separable finance income of £0.2m (2011: £0.8m).

Earnings per shareIn the current year, the basic loss per share was 0.678p (2011: earnings of 2.219p).

EBITDA per shareEBITDA per share for the year was 0.175p (2011: 2.383p).

Cash flowDuring the year, cash absorbed by operations amounted to £3.1m (2011: cash generated £0.3m), which after payment of corporation tax of £0.4m (2011: £0.3m) led to a net absorption from operating activities of £3.5m (2011: cash generated £0.05m).

Net cash absorbed by investment activities amounted to £0.3m (2011: £1.4m).

Financing through invoice discounting amounted to £4.4m (2011: £1.5m), together with £0.3m (2011: £0.2m) of share proceeds, which was offset by the payment of interest of £0.4m (2011: £0.3m), repayment of borrowings and leases of £0.1m (2011: £0.1m) and a dividend payment of £0.3m (2011: £0.2m).

In overall terms, cash and cash equivalents increased by £0.2m during the year (2011: £0.4m decrease).

Balance sheetNet assetsNet assets fell to £5.2m (2011: £5.9m), of which £4.6m (2011: £5.1m) related to non-current assets, the largest single item being goodwill of £4.0m (2011: £4.7m). The Board determined it was appropriate to make a single impairment charge in the year of £0.4m against the carrying value of goodwill relating to its investment in Singapore following a review of future profitability.

19Rethink Group Annual Review 2012

Net current assets have decreased to £0.7m (2011: £1.0m).

Working capitalTrade and other receivables amounted to £22.9m (2011: £20.2m).

The Group’s average debtor days amounted to 40 days (2011: 36 days).

Cash and debtCash at the year end was £1.1m (2011: £0.9m), and bank borrowings under invoice discounting arrangements were £12.4m (2011: £8.0m).

Banking facilitiesAt the year end, the consolidated banking facilities available to the Group amounted to £19.3m.

Following the financial year end, the Group entered into an agreement with Bank Leumi to replace its existing banking facilities with a new facility of £20.0m. The terms of this agreement are sufficient to cover the future foreseeable working capital requirements of the Group. Preference shares of £0.6m (2011: £0.2m) are redeemable in 2013.

Acquisition and goodwillDuring the financial year, the deferred consideration following the acquisition of the Berkley Group crystallised at a reduction of £0.11m. This has been recognised in the Statement of Comprehensive Income. Goodwill was assessed for impairment and the Directors have concluded, following a review of future cash flow projections that an impairment charge of £0.42m was required against the investment in operations in Singapore. Translation of goodwill at the year end led to a forex movement of £0.31m. The Board considered the carrying value of goodwill in the Balance Sheet of £4.0m (2011: £4.7m) to require no further impairment charge.

Patrick DundonInterim Director of Finance

20

Directors’ biographies

Stephen WrightInterim Chief Executive Officer

Stephen is a Chartered Accountant, qualifying with the London office of Ernst & Young and, after moving into commerce, has over 25 years’ experience working in senior executive positions. His corporate experience is broad and includes the AIM listed Hot Group, which was sold to Trinity Mirror Group in 2005, Computer People sold to Adecco in 1999, Thomson NETG, Virgin Group, where he was part of the turnaround team that transformed Virgin Retail, and Wang Computers.

John SadiqChairman

John started his career in market research, before broadening his experience into other sectors. He has held senior positions at a number of prominent companies including being Chairman of Norwest Holst plc and Managing Director of The Gallup Organisation Limited, as well as investing in and building up a number of successful and profitable companies. John was a founder of the business and has been Non-executive Chairman of the Company since March 2005.

Andrew LordChief Operating Officer

Andrew is one of the founding Directors of Rethink Group, with 20 years of Business and Technology staffing experience. After working with two smaller companies, he joined Best International Group plc in April 1997 where he was responsible for the Northern and Midland operations. Andrew is responsible for all brands within the Group, uniting the service offerings of recruitment, talent management and technology services.

Michael BennettExecutive Director

Michael is one of the founding Directors of Rethink Group, with 21 years in the recruitment industry. Having spent five years at Ajilon (UK) Limited, he served as Managing Director for Spring Group Plc and is also one of the founding partners of Best International Group plc. Michael is responsible for the Rethink brand’s international operations and all of the Group’s marketing and communications.

With a wealth of relevant industry experience, our Directors have combined their talents to create a business that has harnessed the best that the industry has to offer. Read on to find out more about our management team.

21Rethink Group Annual Review 2012

Iain BlairExecutive Director

One of the founding Directors of Rethink Group, Iain has 16 years’ IT staffing experience. After training with Ajilon (UK) Limited, Iain joined Best International Group plc and was promoted to head of permanent recruitment in the South West. Before joining Rethink, Iain was responsible for the delivery of permanent recruitment services for Sanderson Recruitment plc, the largest supplier of IT services in the South West. Iain now takes care of the Group’s Southern recruitment operations, including London, Bristol and Retail.

Fergal BrosnanExecutive Director

Fergal has over 18 years’ experience in Technology, Engineering and Resourcing, launching his career within the software and hardware R&D Centre for Apple Computer, working for both the Irish and US facilities. He later took up QA & Test Manager roles in Cognotec Autodealing, an FX Trading Software company, and with Performix Technology in Dublin. Fergal founded the IT and Life Science Functions within Berkley in 2000. Fergal currently manages the European operations for Berkley.

Stephen GreenwoodExecutive Director

Launching his career with Love & Tate plc, Stephen recruited for high profile clients such as The International Stock Exchange, Esso and BP, gaining experience in all areas of the business. He relocated to Ireland in 1992, working with The Independent Newspaper Group, and returned to recruitment consultancy in 1998 to build and develop Berkley Group with fellow director Fergal Brosnan. Stephen took Berkley into the Asian market in late 2008 and moved to Singapore in January 2010 to build Berkley’s regional operation. In January 2011 Stephen was elected to the board of The Irish Chamber of Commerce Singapore.

Robert O’CallaghanExecutive Director

Robert started his career in recruitment over 18 years ago, working within business development and delivery at Adecco (UK) Limited. He has since worked for the IT and technical divisions of Pertemps Limited, before joining Rethink in 2007. Based in Birmingham, Robert runs the Group’s Midlands and Northern operations, including the Otravida search and selection brand.

Stephen SalvinExecutive Director

Stephen has been involved in a number of international businesses. As well as consulting roles at Electronic Data Systems and PricewaterhouseCoopers LLP, he was the founder and Managing Director of APS Limited, a UK consulting firm specialising in business process management. He has also held Vice President roles for Lava Corporation Inc., a Toronto based workflow software company, OpenText Corporation, a Canadian content management and collaboration software company and Microstrategy Inc, a business intelligence software company based in Washington DC. Stephen has been the Managing Director of Aiimi, the Technology Services division of the Group, since 2007.

Peter CrystalNon-executive Director

Peter has over 30 years’ experience in advising directors and companies. He founded the law firm Memery Crystal, which specialises in matters relating to listed companies and advising on flotations, takeovers, mergers and other corporate finance activities. Peter is a graduate of Oxford and McGill Universities as well as being a former Law Society examiner, Chairman and Director of several companies. He also lectures on corporate finance and corporate governance issues.

John KirkhamNon-executive Director

John has over 40 years’ experience in the IT industry holding a number of senior executive roles both in the UK and USA, primarily in training and enterprise software. After graduating from the London School of Economics he spent the early part of his career at Ford Motor Company and IBM UK. He then helped build two US-based companies, Applied Learning and Wave Technologies, both of which were successfully floated on NASDAQ. The latter was sold to Thomson Corp. and John became VP International for Thomson Enterprise Solutions. Until 2007 John was Executive Vice President, Global Sales for OpenText Corporation, the world’s leading independent provider of Enterprise Content Management.

John O’SullivanNon-executive Director

John has 30 years’ experience in the recruitment sector, holding senior roles with Ajilon (UK) Limited, trading as Computer People, Best International Group plc and Spring Group plc. He is currently a Non-executive Director and strategic adviser to eight companies, all within the field of human capital. John was a founder of the Group and has been a Non-executive Director since March 2005.

22

Notes

23Rethink Group Annual Review 2012

Notes

24

Notes

Rethink Group: 52–54 Southwark Street London SE1 1UN

www.rethinkgroupplc.com

Rethink Group A

nnual Review 2012

“Focused on results.”

Annual Report and Accounts 2012

Rethink Group A

nnual Report and Accounts 2012

The Rethink Group profoundly challenges the recruitment, outsourcing and consultancy status quo to transform businesses into higher performance organisations

01 Report of the Directors04 Corporate governance statement05 Report of the Remuneration Committee06 Independent auditor’s report07 Consolidated statement of comprehensive income08 Consolidated statement of changes in equity09 Company statement of changes in equity10 Consolidated statement of financial position11 Company statement of financial position12 Consolidated statement of cash flows13 Company statement of cash flows14 Notes to the financial statements38 Company information

www.rethinkgroupplc.com

01Rethink Group Annual Report and Accounts 2012

The Directors present their report with the financial statements of the Company and the Group for the year ended 31 December 2012.

Principal activityThe principal activity of the Group in the year under review was that of Recruitment, Talent Management and Technology Services. The principal activity of the Company was that of a holding company.

Review of businessThe results for the year and financial position of the Company and the Group are as shown in the attached financial statements, and a detailed review is set out in the Chairman’s and Interim Chief Executive’s statements, Interim Chief Executive’s Q&A, Financial review and Divisional overview, within the Annual Review.

DividendsDuring the year a prior year final dividend of 0.233p per share has been paid (2011: final dividend of 0.134p per share and an interim dividend of 0.0986p per share). The Directors have recommended no final dividend be paid for 2012.

The Directors who served the Company during the year, together with their interests in the shares of the Company, were as follows:Ordinary shares of 0.1p each

31 December 2012 31 December 2011

J Butterfield 12,350,000 12,100,000J Sadiq 100,000 100,000I P Blair 12,350,000 12,100,000J O’Sullivan 6,280,000 6,280,000A Lord 12,600,000 12,100,000M J Bennett 12,350,000 12,350,000R O’Callaghan 2,750,000 2,000,000S P Salvin 3,600,000 3,600,000F Brosnan 4,007,722 2,746,157S Greenwood 6,011,582 4,119,235S Wright (appointed 26 March 2012) 1,428,571 –P Crystal (appointed 20 March 2012) – –J Kirkham (appointed 20 March 2012) – –

At 31 December 2012 6,000,000 Ordinary shares of 0.1p each (2011: 6,000,000) were owned by Starwood Strategic Investments Limited, a company in which family members of J Sadiq have a controlling interest.

No other shareholders have an interest in excess of 3% of the Ordinary share capital.

On 17 January 2013 J Butterfield resigned as a Director of the Group.

Directors’ emolumentsDirectors’ emoluments were payable as follows:

Salary and fees

£’000Benefits

£’000Bonuses

£’000Total

£’000Pensions

£’000

2012 Total

£’000

2011 Total

£’000

Executive DirectorsJ Butterfield 196 4 18 218 – 218 210I P Blair 153 3 49 205 – 205 189A Lord 181 6 26 213 – 213 209M J Bennett 113 1 10 124 9 133 150P Dundon – – – – – – 133R O’Callaghan 149 3 37 189 6 195 168F Brosnan 89 2 – 91 10 101 48S Greenwood 99 115 – 214 18 232 96S P Salvin 147 2 4 153 – 153 174S Wright 86 – – 86 45 131 –Non‑executive DirectorsJ Sadiq 89 1 – 90 – 90 78J O’Sullivan 11 2 – 13 – 13 14K Hirst 5 – – 5 – 5 15G Czasznicki – – – – – – 15P Crystal 12 – – 12 – 12 –J Kirkham 11 – – 11 – 11 –

1,341 139 144 1,624 88 1,712 1,499

Report of the DirectorsFor the year ended 31 December 2012

02

Report of the Directors continuedFor the year ended 31 December 2012

Directors’ share optionsOptions over shares in the Company held or granted to the Directors serving at the year end were as follows:

Grant date Option priceOptions at

31/12/12Options at

31/12/11

R O’Callaghan 6 February 2007 4.00p 750,000 1,500,000and 16 December 2010 6.50p 250,000 250,000and 15 November 2011 10.25p 250,000 –

A Lord 30 April 2007 4.00p – 500,000I P Blair 30 April 2007 4.00p 250,000 500,000J Butterfield (resigned 17 January 2013) 30 April 2007 4.00p 250,000 500,000M J Bennett 30 April 2007 4.00p 250,000 250,000S P Salvin 2 February 2010 8.50p 400,000 400,000

and 15 November 2011 10.25p 825,000 825,000F Brosnan 21 June 2011 11.00p 2,404,500 2,404,500S Greenwood 21 June 2011 11.00p 2,404,500 2,404,500S Wright 17 April 2012 11.00p 2,590,364 –

10,624,364 9,534,000

During the year R O’Callaghan, A Lord, I P Blair and J Butterfield exercised 750,000, 500,000, 250,000 and 250,000 share options respectively and the total gain on the exercise of these options was £86k (2011: £289k). No other Directors exercised share options during the year (2011: M J Bennett, P Dundon and S P Salvin exercised 250,000, 500,000 and 1,600,000 share options respectively).

Details of the options are covered in note 19.

Financial instrumentsFull details of the Group’s financial instruments, including consideration of the main risks to the Group and the policies adopted by the Directors to minimise their effects, are in note 20 to the financial statements.

Principal risks and uncertaintiesMarket and EconomyMarket and economic conditions are considered to be the main risk to the business, and permanent recruitment can fluctuate significantly. The Group has addressed this by developing its sector offerings and continues to expand its contractor base to spread and minimise risk.

Regulatory changeWe track and contribute to regulation via our membership of the Recruitment Employers Confederation. Currently there is no regulatory change that we have sight of that would jeopardise the Rethink Group plc.

Credit controlWe have invested in and continue to invest in managing our credit risk and credit control processes, specifically through credit insuring receivables wherever obtainable, and increasing the size of the credit control function.

Cash requirementsBusiness forecasts identifying, in particular, liquidity requirements for the Group are produced regularly. These are reviewed by the Board to ensure that sufficient headroom exists within the overall facilities for at least the next 12‑month period, both in terms of covenants and facility availability.

Policy and practice on the payment of trade payablesIt is the policy of the Group that each of the companies in the Group should agree appropriate terms and conditions with suppliers by means ranging from standard written terms to individually negotiated contracts. Payment is then in accordance with those terms and conditions, provided that the supplier has also complied with them. At the year end creditor days were 26 (2011: 32).

Going concernThe Group’s business activities together with the factors which may impact its activities are described in the Annual Review and note 20 to the Financial Statements. The notes to the financial statements fully describe the Group’s policies and processes for managing financial risk including details of its financial assets and liabilities.

Following the year end the Board has accepted a proposal from Bank Leumi which will provide the Group with a new facility of £20m and this will replace the existing arrangements that the Group have in place with Lloyds Banking Group and Bank of Ireland Invoice Finance. The facility is for three years and covers the funding requirements for the Group in each of its geographical locations.

03Rethink Group Annual Report and Accounts 2012

After making due enquiry the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future and they have therefore adopted a going concern basis in preparing the accounts. Further detail on borrowing facilities is included within note 21.

Statement of Directors’ responsibilitiesThe Directors are responsible for preparing the Directors’ report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group and Company financial statements in accordance with International Financial Reporting Standards (‘IFRS’) as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period. The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market.

In preparing these financial statements, the Directors are required to:• select suitable accounting policies and then apply them consistently;• make judgements and accounting estimates that are reasonable and prudent;• state whether they have been prepared in accordance with IFRS as adopted by the European Union, subject to any material

departures disclosed and explained in the financial statements; and• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will

continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Website publicationThe Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein.

Statement as to disclosure of information to auditorsSo far as the Directors are aware, there is no relevant audit information of which the Group’s auditors are unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Group’s auditors are aware of that information.

AuditorsThe auditors, BDO LLP, will be proposed for reappointment at the Annual General Meeting.

On behalf of the Board:

Stephen WrightDirector

04

Corporate governance statementFor the year ended 31 December 2012

The Directors are committed to maintaining high standards of corporate governance.

The Directors have established a Remuneration Committee and an Audit Committee each with formally delegated rules and responsibilities.

The Board of DirectorsThe Board of Directors is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions, and reporting to the shareholders.

The Company has held a monthly Board meeting during 2012, and intends to hold at least 10 Board meetings throughout each year.

The Remuneration CommitteeThe Remuneration Committee is chaired by John Kirkham and consists of John Sadiq and John O’Sullivan. It meets twice a year.

The Remuneration Committee is responsible for determining and agreeing with the Board the remuneration of the Executive Directors, and ensuring that the Group’s management team is appropriately incentivised to encourage enhanced performance.

The Audit CommitteeThe Audit Committee is chaired by John Sadiq and consists of the Chairman and John O’Sullivan. It has met regularly during the year.

The Audit Committee reviews the Group’s accounting policies and regular reports from senior management. In addition, it reviews the interim and full year financial statements and results announcements relating to the Group’s financial statements, together with any formal announcements relating to the Group’s financial performance.

The Audit Committee also has responsibility for making recommendations on the appointment, reappointment and removal of the external auditors, which the Board then puts to the shareholders for approval in a general meeting. The Audit Committee also reviews the annual and interim financial statements before they are submitted to the Board and reviews the scope and effectiveness of the Group’s internal control functions.

There is no internal audit function, however, the Audit Committee review this on an annual basis and the current recommendation to the Board is that such a function is not necessary, as the internal controls are currently effectively monitored. This will be reviewed again in the forthcoming year.

Internal financial control and reportingThe Board is responsible for establishing and maintaining the Group’s system of internal controls and reviewing its effectiveness. The procedures, which, inter alia, comprise financial, compliance matters and risk management, are reviewed on an ongoing basis. The Board approves the annual budget and performance against budget is monitored and reported to the Board. The internal control system can only provide reasonable and not absolute assurance against material misstatement or loss.

Relations with shareholdersThe Company reports to shareholders twice a year. The Company dispatches the notice of its Annual General Meeting, together with a description of the items of special business, at least 21 working days before the meeting. Each subsequent separate issue is the subject of a separate resolution and all shareholders have the opportunity to put questions to the Board at the Annual General Meeting. The Chairman of the Audit and Remuneration Committee normally attends the Annual General Meeting and will answer questions which may be relevant to their responsibilities.

Directors’ share dealingsThe Company has adopted a model code for Directors’ and key employees’ share dealings which the Directors believe is appropriate for an AIM quoted company. The Directors will comply with Rule 21 of the AIM Rules relating to Directors’ dealings and, in addition, will take all reasonable steps to ensure compliance by the Group’s applicable employees (as defined in the AIM rules).

05Rethink Group Annual Report and Accounts 2012

Report of the Remuneration CommitteeFor the year ended 31 December 2012

The Remuneration CommitteeThe Remuneration Committee reviews the performance of the Executive Directors and sets and reviews the scale and structure of their remuneration and the terms of their service agreements with due regard to the interests of shareholders.

In determining the remuneration of the Executive Directors, the Remuneration Committee seeks to attract and retain executives of the highest calibre. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to employees. No Director is permitted to participate in discussions or decisions concerning their own remuneration. At the date of this document, the Remuneration Committee comprises three Non‑executive Directors and is chaired by John Kirkham. The Remuneration Committee has formal terms of reference.

None of the Committee members has any personal financial interests (other than as shareholders) or conflicts of interest arising from cross‑directorships. The Committee has access to professional advice from internal and external advisers where relevant.

This report was approved by the Board of Directors on 24 April 2013 and signed on its behalf by:

John SadiqChairman24 April 2013

06

Independent auditor’s reportTo the members of the Rethink Group plc

We have audited the financial statements of the Rethink Group plc for the year ended 31 December 2012 which comprise the consolidated statement of comprehensive income, the consolidated and company statement of changes in equity, the consolidated and company statement of financial position, the consolidated and company statement of cash flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (‘IFRS’) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Directors and auditorsAs explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (‘APB’s’) Ethical Standards for Auditors.

Scope of the audit of the financial statementsA description of the scope of an audit of financial statements is provided on the APB’s website at www.frc.org.uk/apb/scope/private.cfm.

Opinion on financial statementsIn our opinion:• the financial statements give a true and fair view of the state of the Group’s and the parent company’s affairs as at 31

December 2012 and of the Group’s loss for the year then ended;• the Group financial statements have been properly prepared in accordance with IFRS as adopted by the European Union;• the parent company financial statements have been properly prepared in accordance with IFRS as adopted by the European

Union and as applied in accordance with the provisions of the Companies Act 2006; and• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006In our opinion the information given in the Chairman’s and Interim Chief Executive’s statements, Financial review, Divisional overview and Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exceptionWe have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been

received from branches not visited by us; or• the parent company financial statements are not in agreement with the accounting records and returns; or• certain disclosures of Directors’ remuneration specified by law are not made; or• we have not received all the information and explanations we require for our audit.

Julien Rye(senior statutory auditor)For and on behalf of BDO LLP, statutory auditorManchesterUnited Kingdom24 April 2013

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

07Rethink Group Annual Report and Accounts 2012

Consolidated statement of comprehensive incomeFor the year ended 31 December 2012

Notes

Before separately

identifiable items

£’000

Separately identifiable

items (note 8)

£’000

Total 2012

£’000

Before separately

identifiable items

£’000

Separately identifiable

items (note 8)

£’000

Total 2011

£’000

Revenue 91,201 – 91,201 78,898 – 78,898Cost of sales (71,083) – (71,083) (60,760) – (60,760)

Gross profit 20,118 – 20,118 18,138 – 18,138Administrative expenses (20,208) (422) (20,630) (16,085) – (16,085)

Earnings before interest, tax, depreciation and amortisation 193 – 193 2,313 – 2,313

Amortisation, depreciation and impairment (283) (422) (705) (260) – (260)

(Loss)/profit from operations 5 (90) (422) (512) 2,053 – 2,053Finance expense 4 (399) – (399) (301) – (301)Finance income 4 1 155 156 3 774 777

(Loss)/profit before taxation (488) (267) (755) 1,755 774 2,529Tax credit/(expense) 7 7 – 7 (375) – (375)

(Loss)/profit for the year (481) (267) (748) 1,380 774 2,154Other comprehensive expenseForeign currency exchange differences on

translation of foreign operations (307) – (307) (34) – (34)

Total comprehensive (expense)/income for the year (788) (267) (1,055) 1,346 774 2,120

All the loss and comprehensive expense for the year is attributable to equity holders of the parent.(Loss)/earnings per share Pence Pence Pence Pence

Basic 9 (0.436) (0.678) 1.422 2.219Diluted 9 (0.436) (0.678) 1.369 2.137

The notes on pages 14–37 form part of these financial statements.

08

Consolidated statement of changes in equityFor the year ended 31 December 2012

Group

Share Capital

£’000

Retained Earnings

£’000

Share Premium

£’000

Shares to be Issued

£’000

Merger Reserve

£’000

Translation Reserve

£’000Total

£’000

At 1 January 2011 93 1,174 1,520 33 218 (15) 3,023

Changes in equity for the year ended 31 December 2011

Profit for the year – 2,154 – – – – 2,154Other comprehensive expense for the year – – – – – (34) (34)

Total comprehensive income for the year – 2,154 – – – (34) 2,120

Contributions by and distributions to ownersRecognition of share‑based payment expense – 4 – – – – 4Issue of shares 8 – 860 – – – 868Share options exercised 3 – 148 – – – 151Dividends paid – (227) – – – – (227)

Total contributions by and distributions to owners 11 (223) 1,008 – – – 796

At 31 December 2011 104 3,105 2,528 33 218 (49) 5,939

Changes in equity for the year ended 31 December 2012

Loss for the year – (748) – – – – (748)Other comprehensive expense for the year – – – – – (307) (307)

Total comprehensive expense for the year – (748) – – – (307) (1,055)

Contributions by and distributions to ownersRecognition of share‑based payment expense – 5 – – – – 5Issue of shares 4 – 317 (33) – – 288Share options exercised 6 – 300 – – – 306Dividends paid – (254) – – – – (254)

Total contributions by and distributions to owners 10 (249) 617 (33) – – 345

At 31 December 2012 114 2,108 3,145 – 218 (356) 5,229

The notes on pages 14–37 form part of these financial statements.

09Rethink Group Annual Report and Accounts 2012

Company statement of changes in equityFor the year ended 31 December 2012

CompanyShare Capital

£’000

Retained Earnings

£’000

Share Premium

£’000

Shares to be Issued

£’000

Merger Reserve

£’000Total

£’000

At 1 January 2011 93 33 1,520 33 218 1,897

Changes in equity for the year ended 31 December 2011

Profit for the year – 278 – – – 278Other comprehensive income for the year – – – – – –

Total comprehensive income for the year – 278 – – – 278

Contributions by and distributions to ownersRecognition of share‑based payment expense – 4 – – – 4Issue of shares 8 – 860 – – 868Share options exercised 3 – 148 – – 151Dividends paid – (227) – – – (227)

Total contributions by and distributions to owners 11 (223) 1,008 – – 796

At 31 December 2011 104 88 2,528 33 218 2,971

Changes in equity for the year ended 31 December 2012

Profit for the year – 199 – – – 199Other comprehensive income for the year – – – – – –

Total comprehensive expense for the year – 199 – – – 199

Contributions by and distributions to ownersRecognition of share‑based payment expense – 5 – – – 5Issue of shares 4 – 317 (33) – 288Share options exercised 6 – 300 – – 306Dividends paid – (254) – – – (254)

Total contributions by and distributions to owners 10 (249) 617 (33) – 345

At 31 December 2012 114 38 3,145 – 218 3,515

The notes on pages 14–37 form part of these financial statements.

10

Consolidated statement of financial positionAs at 31 December 2012Company number 5078352

Notes 2012

£’000 2011 £’000

AssetsNon‑current assetsGoodwill 11 3,966 4,703Investment 14 5 –Property, plant and equipment 12 530 322Intangible assets 13 80 80Deferred tax asset 22 24 17

Total non‑current assets 4,605 5,122

Current assetsTrade and other receivables 15 22,859 20,154Cash and cash equivalents 2 1,121 892Corporation tax asset 4 –

Total current assets 23,984 21,046

Total assets 28,589 26,168

LiabilitiesCurrent liabilitiesTrade and other payables 16 (10,195) (10,480)Loans and borrowings 17 (13,114) (8,005)Deferred consideration 26 – (1,151)Corporation tax liability – (364)

Total current liabilities (23,309) (20,000)

Net current assets 675 1,046

Non‑current liabilitiesLoans and borrowings 17 (40) (223)Deferred tax liability 22 (11) (6)

Total non‑current liabilities (51) (229)

Net assets 5,229 5,939

EquityShare capital 23 114 104Share premium account 3,145 2,528Merger reserve 218 218Translation reserve (356) (49)Shares to be issued – 33Retained earnings 2,108 3,105

Total equity attributable to equity holders of the parent Company 5,229 5,939

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2013.

Stephen WrightDirector

The notes on pages 14–37 form part of these financial statements.

11Rethink Group Annual Report and Accounts 2012

Company statement of financial positionAs at 31 December 2012Company number 5078352

Notes 2012

£’0002011

£’000

AssetsNon‑current assetsProperty, plant and equipment 12 87 44Intangible assets 13 19 –Investments 14 514 509

Total non‑current assets 620 553

Current assetsTrade and other receivables 15 8,448 6,551Cash and cash equivalents 2 56 21

Total current assets 8,504 6,572

Total assets 9,124 7,125

LiabilitiesCurrent liabilitiesTrade and other payables 16 (5,514) (4,145)Loans and borrowings 17 (49) (3)

Total current liabilities (5,563) (4,148)

Net current assets 2,941 2,424

Non‑current liabilitiesLoans and borrowings 17 (40) (1)Deferred tax liability 22 (6) (5)

Total non‑current liabilities (46) (6)

Net assets 3,515 2,971

EquityShare capital 23 114 104Share premium account 3,145 2,528Merger reserve 218 218Shares to be issued – 33Retained earnings 38 88

Total equity attributable to equity holders of the Company 3,515 2,971

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2013.

Stephen WrightDirector

The notes on pages 14–37 form part of these financial statements.

12

Consolidated statement of cash flowsFor the year ended 31 December 2012

Notes 2012

£’0002011

£’000

Cash flows from operating activities(Loss)/profit before tax (755) 2,529Adjustments for:Share‑based payment expense 5 4Depreciation charges 12 199 175Amortisation 13 84 85Impairment of goodwill 422 –Finance expense 4 399 301Finance income 4 (156) (777)

198 2,317Increase in trade and other receivables (2,705) (3,832)Decrease in inventories – 85(Decrease)/increase in trade and other payables (578) 1,734

Cash (absorbed by)/generated from operations (3,085) 304Corporation tax paid (363) (251)

Net cash (absorbed by)/generated from operating activities (3,448) 53

Cash flows from investing activitiesPurchase of property, plant and equipment (242) (163)Purchase of intangible assets 13 (84) (46)Purchase of investment (5) –Purchase of subsidiary undertaking net of cash acquired 26 – (1,202)Finance income 4 1 3

Net cash absorbed by investing activities (330) (1,408)

Cash flows from financing activitiesFinance costs paid 4 (399) (301)Net change in advances on invoice discounting facility 4,435 1,477Repayment of long‑term borrowings – (34)Repayment of finance leases (80) (80)Proceeds from issue of share capital net of issue costs 305 151Payment of dividend (254) (227)

Net cash generated from financing activities 4,007 986

Net change in cash and cash equivalents 229 (369)Cash and cash equivalents at start of year 2 892 1,261

Cash and cash equivalents at end of year 2 1,121 892

The notes on pages 14–37 form part of these financial statements.

13Rethink Group Annual Report and Accounts 2012

Company statement of cash flowsFor the year ended 31 December 2012

Notes 2012

£’0002011

£’000

Cash flows from operating activitiesProfit before tax 199 278Adjustments for:Share‑based payment expense 5 4Dividends from subsidiary undertakings (200) (350)Depreciation charges 12 16 10Amortisation 13 3 –

23 (58)Increase in trade and other receivables (1,410) (1,454)Increase in trade and other payables 1,337 1,198

Net cash absorbed by operating activities (50) (314)

Cash flows from investing activitiesPurchase of property, plant and equipment 12 (59) (25)Purchase of intangible assets 13 (22) –Purchase of investment (5) –Dividends from subsidiary undertakings 200 350

Net cash generated from investing activities 114 325

Cash flows from financing activitiesRepayment of long‑term borrowings – (2)Repayment of finance leases (80) –Payment of dividend (254) (227)Proceeds from issue of share capital net of issue costs 305 151

Net cash absorbed by financing activities (29) (78)

Net change in cash and cash equivalents 35 (67)Cash and cash equivalents at start of year 2 21 88

Cash and cash equivalents at end of year 2 56 21

The notes on pages 14–37 form part of these financial statements.

14

Notes to the financial statementsFor the year ended 31 December 2012

1. Accounting policiesThe Company and its subsidiaries (together ‘the Group’) operate predominantly in the United Kingdom and Ireland. The Group’s activities and business are set out in the Directors’ Report.

The Company is a public limited company incorporated and domiciled in the United Kingdom and the Company is listed on AIM. The address of its registered office is 52–54 Southwark Street, London SE1 1UN.

The principal accounting policies applied in the preparation of the consolidated financial statements are set out below.

Basis of preparationThese financial statements have been prepared in accordance with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’), International Financial Reporting Interpretations Committee (‘IFRIC’) interpretations and Standing Interpretations Committee (‘SIC’) interpretations as adopted and endorsed by the European Union (‘EU’) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The Company’s financial statements have been prepared on the same basis and as permitted by Section 408 of the Companies Act 2006, no statement of comprehensive income is presented for the Company. The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain liabilities, and in accordance with applicable accounting standards. The Group’s accounting policies, as set out below, have been consistently applied to all the periods presented, unless otherwise stated.

Changes in accounting policiesNew standards, interpretations and amendments effective from 1 January 2012The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 January 2012:• Disclosures – Transfers of Financial Assets (Amendments to IFRS 7)• Presentation of Items of Other Comprehensive Income (Amendments to IAS 1)• Severe Hyperinflation and Removal of Fixed Dates for First‑time Adopters (Amendments to IFRS 1)• Deferred Tax: Recovery of Underlying Assets (Amendments to IAS 12)

The adoption of these standards, interpretations and amendments did not affect the Group’s results of operations or financial position.

New standards, interpretations and amendments not yet effectiveThe new standards and interpretations listed below are effective for future periods and thus have not been adopted in these consolidated financial statements. None are expected to have a material effect on the reported results or financial position of the Group.• IAS 19 Employee Benefits • IFRS 10 Consolidated Financial Statements• IFRS 11 Joint Arrangements• IFRS 12 Disclosure of Interests in Other Entities• IFRS 13 Fair Value Measurement• IAS 27 Separate Financial Statements• IAS 28 Investments in Associates and Joint Ventures• IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine• Disclosures — Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7) • Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32)

Basis of consolidationThe consolidated financial statements incorporate the financial statements of the Company and of its subsidiaries. Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the Group as if they formed a single entity. Inter‑company transactions are therefore eliminated in full.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group; they are de‑consolidated from the date when control ceases.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the consolidated statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. Goodwill represents the excess of the cost of a business combination over the interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair values of assets given, liabilities assumed and equity instruments issued, plus any direct costs of acquisition.

Going concernThe Directors believe that the use of the going concern basis of accounting is appropriate because they consider that the Group has adequate financial resources and available facilities, together with long‑term contracts with a number of customers. As such the Directors believe that the Group is well placed to manage its business risks successfully. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

15Rethink Group Annual Report and Accounts 2012

Following the year end the Group entered into an agreement with Bank Leumi to replace its existing banking facilities with a new three year facility. The Directors have considered the covenants and the adequacy of the facility and believe that they are suitable for the foreseeable future.

The Directors therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue and revenue recognitionRevenue comprises the fair value of the consideration received or receivable for the provision of services provided in the ordinary course of the Group’s activities. Revenue is shown net of value added tax and other sales taxes, returns, and rebates and after elimination of sales within the Group.

Revenue from temporary placements is recognised over the period that temporary staff are provided. Where the Company is acting as principal, revenue represents the amounts billed for the services of temporary staff which includes the salary costs of those staff. Where the Company is acting as an agent, revenue represents commission receivable relating to the supply of temporary staff and does not include the salary costs of the temporary staff.

Revenue arising from the placement of permanent candidates is recognised at the time the candidate commences full time employment. In the prior year, certain income from our Executive Search Practice, was recognised at the date an offer was accepted by a candidate and where a start date had been established. The Directors have decided during the year to align the recognition of revenue in this division with the rest of the Group and recognise income at the time the candidate commences employment. The effect of this change of policy was not considered material to the results for the year.

Technology Services revenue is recognised on a straight‑line basis under the terms of the contract. Revenue additional to the original contract is recognised in the period the staff or services are provided.

Interest income is recognised as the interest accrues to the net carrying amount of the financial asset.

Cash and cash equivalentsCash and cash equivalents comprise cash balances and call deposits. The Group considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents. Bank overdrafts are repayable on demand and form part of the Group’s cash management system and are included as a component of cash and cash equivalents for the purposes of the statement of cash flows.

Share‑based paymentShare‑based payment expenses are included in administrative expenses in the statement of comprehensive income with the credit entry to equity. All share‑based payments are equity‑settled.

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period. Non‑market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that actually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated statement of comprehensive income over the remaining vesting period.

Property, plant and equipmentProperty, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated using the straight‑line method to allocate the depreciable value of property, plant and equipment to the statement of comprehensive income over their useful economic lives as follows:

Computer equipment 10–33% per annumImprovements to property 10–33% per annumFixtures and fittings 10–33% per annumMotor vehicles 25% per annum

Assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each statement of financial position date.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred.

1. Accounting policies continued

16

Notes to the financial statements continuedFor the year ended 31 December 2012

Gains and losses on disposals are determined by comparing proceeds with carrying amounts. These are included in the statement of comprehensive income.

Assets under construction Fixed assets that are still under development are classified as ‘Assets under construction’. These assets are reclassified over the phased completion dates and are depreciated from the date they are reclassified.

Intangible assetsGoodwillGoodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on the acquisition of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Any impairment is recognised immediately in the statement of comprehensive income and is not subsequently reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Development costsExpenditure on internally developed products is capitalised if it can be demonstrated that:• it is technically feasible to develop the product for it to be sold;• adequate resources are available to complete the development;• there is an intention to complete and sell the product;• the Group is able to sell the product;• sale of the product will generate future economic benefits; and• expenditure on the project can be measured reliably.

Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed. The amortisation expense is included within administrative expenses in the consolidated statement of comprehensive income as follows:

Development expenditure 33% per annum

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the consolidated statement of comprehensive income as incurred.

Software licencesThe cost of acquired computer software licences is capitalised. These costs are amortised on a straight‑line basis, using the straight‑line method to allocate the depreciable value of software licences to the statement of comprehensive income over their useful economic lives as follows:

Software licences 10–33% per annum

Costs associated with maintaining computer software programs are recognised as an expense to the statement of comprehensive income when incurred.

Externally acquired intangibles are initially recognised at cost and subsequently amortised on a straight line basis over their useful economic lives.

InvestmentsFixed asset investments within the Company statement of financial position are stated at cost less provision for impairment. Any impairment is charged to the statement of comprehensive income as it arises. For investments in subsidiaries acquired for consideration, including the issue of shares qualifying for merger relief, cost is measured by reference to the fair value of the shares.

Impairment of non‑financial assetsAt each statement of financial position date, the Group reviews the carrying amounts of its non‑financial assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash‑generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‑tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash‑generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash‑generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

1. Accounting policies continued

17Rethink Group Annual Report and Accounts 2012

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash‑generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash‑generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately. Impairment losses in respect of goodwill are not reversed.

Leased assetsWhere assets are financed by leasing agreements that give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term of the lease. The corresponding leasing commitments are shown as amounts payable to the lessor. Depreciation on the relevant assets is charged to the consolidated statement of comprehensive income over the shorter of estimated useful economic life and the period of the lease.

Lease payments are analysed between capital and interest components so that the interest element of the payments is charged to the consolidated statement of comprehensive income over the period of the lease and is calculated so that it represents a constant proportion of the balance of capital repayments outstanding. The capital part reduces the amount payable.

All other leases are treated as operating leases. Rentals paid under operating leases are charged to the consolidated statement of comprehensive income on a straight‑line basis over the period of the lease.

Foreign currency(i) Functional and presentation currencyItems included in the financial statements of each of the Group’s subsidiaries are measured using the currency of the primary economic environment in which that subsidiary operates (its ‘functional currency’). The consolidated financial statements of the Group are presented in Pounds Sterling which is the Group’s presentation currency.

(ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of comprehensive income.

(iii) Group companiesThe results and financial position of all of the Group’s subsidiaries (none of which has the currency of a hyper‑inflationary economy) that have a functional currency different from the Group’s presentational currency are translated into the presentational currency as follows:• assets and liabilities for each statement of financial position presented are translated at the rate ruling at the statement of

financial position date;• income and expenses for each statement of comprehensive income are translated using the average rate of exchange (unless

this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

• all resulting exchange differences are recognised as a separate component of equity.

Segment reportingOperating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the management team including the Directors.

Financial instrumentsFinancial assets and liabilities are recognised at fair value in the statement of financial position when the Group or Company becomes a party to the contractual provisions of the instrument. The Group classifies its financial instruments into loans and receivables (comprising cash and cash equivalents and trade receivables) and other liabilities (comprising bank borrowings, finance leases, invoice discounting advances and trade payables). Disclosure of financial instruments is included within note 20.

Trade receivablesTrade receivables include all sales invoiced up to the statement of financial position date and sales relating to work completed in December, for which invoices are raised within the normal year end processing cut‑off period following the statement of financial position date. Trade receivables do not carry any interest, are stated at fair value and are reduced by appropriate allowances for estimated irrecoverable amounts.

The Group makes judgements on an entity by entity basis as to its ability to collect outstanding receivables and provides an allowance for doubtful accounts based on a specific review of significant outstanding invoices. Trade receivable balances are written off when the Group determines that it is unlikely that future remittances will be received.

Accrued incomeAccrued income includes income relating to services provided by the statement of financial position date where no invoices had been raised at or during the normal year end processing cut‑off following the statement of financial position date. The Group has contractual relationships in place for all such services provided.

1. Accounting policies continued

18

Notes to the financial statements continuedFor the year ended 31 December 2012

Financial liabilities and equityFinancial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group and Company after deducting all of the liabilities.

Bank borrowingsInterest‑bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs.

Finance charges are accounted for on an accrual basis to the statement of comprehensive income using the effective interest method and are added to the carrying amount of the instrument to the extent they are not settled in the period in which they arise.

Trade and other payablesTrade payables are not interest‑bearing and are stated at their nominal value.

Invoice discountingThe Group funds operations by way of an invoice discounting facility. Trade receivables are recognised as the Group retains the significant risks and benefits. The related funding is shown as a financial liability and accounted for under the amortised cost basis.

DividendsDividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when they are declared and paid to shareholders. In the case of final dividends this is when they are approved by the shareholders at the Annual General Meeting.

TaxationThe tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it excludes items that are never taxable or deductible. The Group and Company’s liability for current tax is calculated using tax rules that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying values of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the tax liability accounting method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient tax profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Pension contributionsObligations for pension contributions to defined contribution pension plans are recognised as an expense in the statement of comprehensive income as incurred. The Group has no defined benefit arrangements in place.

ProvisionsProvisions are recognised in the statement of financial position when the Group and Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the statement of financial position date, and are discounted to present value where the effect is material. Provisions are reviewed on a regular basis and released to the statement of comprehensive income where changes in circumstances indicate that a provision is no longer required.

Profit from operationsProfit from operations is stated after charging all operating costs including those separately disclosed by virtue of their size or unusual nature or to facilitate a more helpful understanding of the Group and Company’s results. It is stated before investment income and finance costs.

1. Accounting policies continued

19Rethink Group Annual Report and Accounts 2012

Significant judgements and estimatesThe preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenditure. The estimated and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The key sources of estimation that have a significant impact on the carrying value of assets and liabilities are discussed below.

• IdentificationandvaluationofintangiblesacquiredinbusinesscombinationsIdentifying and determining the fair value of intangibles acquired in business combinations requires estimation and judgement of the value of the cash flows related to the identified intangibles and a suitable discount rate in order to calculate the present value. As a result of this assessment, no intangibles other than goodwill have been recognised on acquisitions in the current and prior year. Acquisitions during the prior year are set out within note 26. Judgement and estimation is also required in determining contingent consideration payable in respect of acquisitions.

• ImpairmentofgoodwillandotherintangiblesDetermining whether goodwill is impaired requires an estimation of the value in use of the cash‑generating units to which the goodwill has been allocated. The value in use calculation requires an entity to estimate the future cash flows expected to arise from the cash‑generating unit and a suitable discount rate in order to calculate net present value. Details of the impairment review are set out in note 11.

Any change in estimates could result in an adjustment to recorded amounts.

2. Notes to the cash flow statementsCash and cash equivalentsThe amounts disclosed in the cash flow statement in respect of cash and cash equivalents are in respect of these statement of financial position amounts:Group

2012 £’000

2011 £’000

Cash available on demand 1,121 892

Company2012

£’0002011

£’000

Cash available on demand 56 21

3. Employees and DirectorsGroup

2012 £’000

2011 £’000

Wages and salaries 12,113 10,269Social security contributions and similar taxes 1,427 1,104Pension costs 547 404Share‑based payment expense 5 4

14,092 11,781

The costs of Company employees are wholly borne by subsidiary trading companies.

The average number of employees during the year was as follows:Group

2012 Number

2011 Number

Sales 209 144Administrative 19 18Directors 13 11

241 173

Company2012

Number2011

Number

Administrative 16 15Directors 8 10

24 25

1. Accounting policies continued

20

Notes to the financial statements continuedFor the year ended 31 December 2012

Key management personnel compensationKey management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. These are considered to be the Directors of subsidiary undertakings and Company Directors.

2012 £’000

2011 £’000

Wages and salaries 1,709 1,561Social security contributions and similar taxes 167 179Pension costs 88 41

1,964 1,781

Remuneration in respect of the highest paid Director:2012

£’0002011

£’000

Salary and bonuses 232 210

During 2012 there was one Director in the Group’s defined contribution pension scheme (2011: one). This scheme is administered by an independent pension provider and the assets of the scheme are held separately to those of the Group.

During 2012 1,750,000 share options were exercised by the Directors. Disclosure of the total gains arising from the exercise of the share options is included within note 25.

4. Finance income and expense2012

£’0002011

£’000

Finance income:Bank interest received 1 3Reduction in deferred consideration on acquisition (note 26) 155 774

156 777

2012 £’000

2011 £’000

Finance expense:Bank charges and interest 32 50Invoice discounting charges and interest 353 247Preference share interest 14 4

399 301

5. (Loss)/profit from operationsThis is stated after charging:

2012 £’000

2011 £’000

Staff costs (note 3) 14,092 11,781Other operating leases – property 533 418Depreciation of property, plant and equipment 199 175Amortisation of intangible assets 84 85Auditor’s remuneration – audit services – parent 16 16 – UK and Ireland subsidiaries 32 28Auditor’s remuneration – non‑audit services – 3Foreign exchange gains and losses 307 34

6. Segment informationReportable segmentsFactors that management use to identify the Group’s reportable segmentsThe Group’s three reportable segments, being Recruitment, Talent Management and Technology Services are sectors that offer different products and services. They are managed separately having a dedicated Director, and separate reporting within the internal information provided to the management team including the Directors.

Measurement of operating segment profit and assetsThe accounting policies of the operating segments are the same as those described in the summary of significant accounting policies.

Recruitment, Talent Management and Technology Services are evaluated for performance on the basis of contribution.

3. Employees and Directors continued

21Rethink Group Annual Report and Accounts 2012

Recruitment is represented by the subsidiaries, ReThink Recruitment Solutions Limited, Otravida Search Limited (formerly known as Integritas Recruitment Limited), ReThink Recruitment (Southend) Limited, ReBuild Recruitment Services Limited, Rethink Group Inc, ReThink MEA FZCO, Berkley Recruitment (Group) Limited and Berkley Recruitment Group (Asia) Pte. Limited with all subsidiaries involved in both permanent and contract recruitment. Permanent recruitment involves the placing of candidates in permanent employment roles. Contract recruitment involves the placing of candidates in fixed term roles.

Talent Management is currently represented by ReThink Professional Services Limited and parts of ReThink Recruitment Solutions Limited and is also involved in both permanent and contract recruitment. As highlighted in 2011, this division continues to increase in importance. In the current and previous financial year we have more accurately reflected the allocation between Talent Management and Recruitment to ensure the Talent Management segment more fully reflects its associated income and costs.

Technology Services is represented by Aiimi Limited. The segment is involved in providing technical consulting, software, SaaS, support and project management.

2012Recruitment

£’000

Talent Management

£’000

Technology Services

£’000Unallocated

£’000Total

£’000

Contract revenue 51,540 26,948 – – 78,488Permanent revenue 7,153 1,618 – – 8,771Technology Services – – 3,942 – 3,942

Total revenue 58,693 28,566 3,942 – 91,201

Gross profit 14,084 4,102 1,932 – 20,118Administrative expenses (13,386) (1,634) (1,917) – (16,937)

Contribution from ongoing operations 698 2,468 15 – 3,181

Central administrative expenses (3,693) (3,693)

Earnings before interest, tax, depreciation and amortisation 193 Amortisation, depreciation and impairment (705)

Loss from operations (512)Finance costs (399) (399)Finance income 156 156

Loss before tax (755)

Statement of financial positionReportable segment assets 21,487 5,195 1,907 – 28,589Reportable segment liabilities (16,819) (5,176) (1,365) – (23,360)

2011 (restated)Recruitment

£’000

Talent Management

£’000

Technology Services

£’000Unallocated

£’000Total

£’000

Contract revenue 43,310 24,836 – – 68,146Permanent revenue 6,493 507 – – 7,000Technology Services – – 3,752 – 3,752

Total revenue 49,803 25,343 3,752 – 78,898

Gross profit 12,666 2,612 2,860 – 18,138Administrative expenses (8,679) (1,267) (2,626) – (12,572)

Contribution from ongoing operations 3,987 1,345 234 – 5,566

Central administrative expenses (3,513) (3,513)

Earnings before interest, tax, depreciation and amortisation 2,313Amortisation and depreciation (260)

Profit from operations 2,053Finance costs (301) (301)Finance income 777 777

Profit before tax 2,529

Statement of financial positionReportable segment assets 15,144 8,234 2,790 – 26,168Reportable segment liabilities (9,959) (8,151) (2,119) – (20,229)

6. Segment information continued

22

Notes to the financial statements continuedFor the year ended 31 December 2012

Segment reportable administrative expenses consist primarily of staff, office, general expenses and depreciation.

Segment reportable assets consist primarily of property, plant and equipment, intangible assets, inventories, trade and other receivables and cash.

Segment reportable liabilities consist primarily of trade and other payables, bank loans and finance leases and tax payable.External revenue by

location of customersNon‑current assets by

location of assets

Geographical information2012

£’0002011

£’0002012

£’0002011

£’000

United Kingdom 74,343 72,688 4,555 4,522Other 16,858 6,210 50 600

91,201 78,898 4,605 5,122

Revenues from single customers do not exceed 10% or more of total Group revenues in 2012 or 2011.

7. Taxation2012

£’0002011

£’000

Current tax (credit)/expenseUK corporation tax on (loss)/profits for the year 1 394Over provision in prior years (6) (26)

(5) 368

Deferred tax (note 22)Origination and reversal of timing differences 1 –Adjustment in respect of prior year (3) 7

(2) 7

Total tax (credit)/expense (7) 375

Factors affecting the tax chargeThe reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the UK applied to profits for the year are as follows:

2012 £’000

2011 £’000

(Loss)/profit for the year (748) 2,154Total tax (credit)/expense (7) 375

(Loss)/profit before taxation (755) 2,529

Expected tax charge based on the standard rate of corporation tax in the UK of 24.5% (2011: 26.5%) (185) 670Lower rates of tax on overseas earnings 24 (83)Items disallowed/(non‑taxable) for tax 134 (193)Other permanent differences (58) –Losses carried back 88 –Deferred tax – adjustment in respect of prior year (3) 7(Over)/under provision in prior years (7) (26)

Total tax expense (7) 375

On 26 March 2012 changes in the rate of UK corporation tax were substantively enacted, resulting in reductions from 26% to 24% (effective from 1 April 2012), reducing further to 23% (from 1 April 2013).

8. Separately identifiable items2012

£’0002011

£’000

Debit included within administrative expenses:Impairment of goodwill (note 11) 422 –

Credit included within finance income:Reduction in deferred consideration on acquisition (note 26) 155 774

6. Segment information continued

23Rethink Group Annual Report and Accounts 2012

9. (Loss)/earnings per share2012

£’0002011

£’000

Numerator(Loss)/profit for the year – used in basic and diluted EPS (748) 2,154

DenominatorWeighted average number of shares used in basic EPS 110,383 97,046

Effects of:Employee share options – 3,737Contingent on business combinations – 10

Weighted average number of shares used in diluted EPS 110,383 100,793

Loss per share of 0.678p (2011: earnings of 2.219p) is calculated by dividing the loss (2011: profit) attributable to equity holders of the Group by the weighted average number of Ordinary shares in issue.

IAS 33 earnings per share defines dilution as a reduction in earnings per share or an increase in loss per share resulting from the assumption that convertible instruments are converted, that options or warrants are exercised, or that ordinary shares are issued upon the satisfaction of specified conditions. As the conditions have not been met in the current year, the number of shares used in the calculation of the diluted EPS calculation is identical to the number of shares used in the basic EPS calculation. In the previous year, the fully diluted earnings of 2.137p per share has been calculated by adjusting the weighted average number of Ordinary shares that existed during the year by existing share options, share incentive plans and the contingent share consideration on business combinations, assuming dilution through conversion of all existing options and shares held in share plans.

An adjusted EPS figure has been provided to show the level of (loss)/earnings per share before the impact of separately identifiable items.

2012 £’000

2011 £’000

Numerator(Loss)/profit for the year – used in basic and diluted EPS (748) 2,154Adjusted:Impairment of investment (note 26) 422 –Reduction in deferred consideration on acquisition (note 26) (155) (774)

(Loss)/earnings used for the adjusted EPS calculation before separable items (481) 1,380

Weighted average number of shares used in basic EPS 110,383 97,046

(Loss)/earnings per share before the impact of separately identifiable items (0.436)p 1.422p

In addition, an EBITDA per share has been provided.2012

£’0002011

£’000

Numerator(Loss)/profit for the year – used in basic and diluted EPS (748) 2,154Adjusted:Taxation (7) 375Finance income (156) (777)Finance expense 399 301Impairment of investment 422 –Amortisation and depreciation 283 260

Earnings used for the adjusted EBITDA EPS calculation 193 2,313Weighted average number of shares used in basic EPS 110,383 97,046

EBITDA per share 0.175p 2.383p

10. Dividends2012

£’0002011

£’000

Prior year final dividend paid of 0.233p (2011: 0.134p) per Ordinary share 254 125Current year interim dividend paid of 0.000p (2011: 0.0986p) per Ordinary share – 102

254 227

The Directors have not recommended a final dividend (2011: 0.233p, totalling £254k).

24

Notes to the financial statements continuedFor the year ended 31 December 2012

11. Goodwill and impairmentGroup

2012 £’000

2011 £’000

Net book value and cost at start of year 4,703 961Additions:Berkley Recruitment (Group) Limited (note 26) – 3,320Berkley Recruitment Group (Asia) Pte. Limited (note 26) – 422Impairments:Berkley Recruitment Group (Asia) Pte. Limited (422) –Foreign exchange rate movements (315) –

Net book value and cost at end of year 3,966 4,703

Details of goodwill allocated to cash‑generating units (‘CGUs’) is as follows:Goodwill carrying amount

At 31 December

2012 £’000

At 31 December

2011 £’000

ReThink Recruitment (Southend) Limited 679 679ReThink MEA FZCO 250 250Trusttech Limited 32 32Berkley Recruitment (Group) Limited 3,005 3,320Berkley Recruitment Group (Asia) Pte. Limited – 422

3,966 4,703

Goodwill has been allocated to internal CGUs which has been deemed to be the applicable legal entity acquired. Goodwill has been tested for impairment at 31 December 2012 by reference to the recoverable amount of the CGU. Following this test the goodwill relating to Berkley Recruitment Group (Asia) Pte. Limited has been fully impaired.

The recoverable amount of each CGU has been determined from value in use calculations based on cash flow projections from formally approved budgets covering a one year period to 31 December 2013 and then extrapolated to 2017 and in perpetuity (with zero growth rate) thereafter.

Key assumptions included in the extrapolated projections are as follows:2012

All investments

%

2011 All

investments %

Discount rate 13.0% 10.0%Growth rate and inflation 5.0% 5.0%

The value in use calculations uses a pre tax discount rate which has been derived from a post tax discount rate of 13% based on the Group’s weighted average cost of capital. The growth rate and inflation have been based on independent economic data and reflect management’s assessment of specific risks related to the CGUs, specifically in the geographic regions and market sectors of the acquisitions made in the current year.

Sensitivity to changes in assumptionsThe actual recoverable amount for the appropriate CGUs exceed their carrying values by £12.0m (2011: £20.5m), with positive cash flows projected in all years.

If any of the following changes were made to the key assumptions, the carrying amount and recoverable amount would be equal.Berkley Recruitment

(Group) Limited

Discount rate Increase from 13–18.5%Growth rate Reduction from 5–(8%)

There are no reasonably possible factors that would cause the carrying value to exceed the recoverable amount for all other cash generating units.

25Rethink Group Annual Report and Accounts 2012

12. Property, plant and equipment

Group

Improvements to property

£’000

Fixtures and fittings

£’000

Computer equipment

£’000

Under construction

£’000

Motor vehicles

£’000Total

£’000

CostAt 1 January 2012 142 261 530 – 12 945Additions 4 97 241 65 – 407Disposals – (10) (9) – – (19)

At 31 December 2012 146 348 762 65 12 1,333

DepreciationAt 1 January 2012 92 139 387 – 5 623Charge for year 31 29 132 – 7 199Disposals – (10) (9) – – (19)

At 31 December 2012 123 158 510 – 12 803

Net book valueAt 31 December 2012 23 190 252 65 – 530

At 31 December 2011 50 122 143 – 7 322

The net book value of tangible fixed assets for the Group includes an amount of £145k (2011: £19k) in respect of assets held under finance leases and hire purchase contracts. All these assets are classified as computer equipment.

Group

Improvements to property

£’000

Fixtures and fittings £’000

Computer equipment

£’000

Under construction

£’000

Motor vehicles

£’000Total

£’000

CostAt 1 January 2011 111 230 568 – – 909Additions 29 31 103 – – 163Arising on acquisition 2 12 1 – 12 27Disposals – (12) (142) – – (154)

At 31 December 2011 142 261 530 – 12 945

DepreciationAt 1 January 2011 59 129 414 – – 602Charge for year 33 22 115 – 5 175Disposals – (12) (142) – – (154)

At 31 December 2011 92 139 387 – 5 623

Net book valueAt 31 December 2011 50 122 143 – 7 322

At 31 December 2010 52 101 154 – – 307

Company

Improvements to property

£’000

Fixtures and fittings £’000

Computer equipment

£’000

Under construction

£’000Total

£’000

CostAt 1 January 2012 46 8 12 – 66Additions – 31 20 8 59

At 31 December 2012 46 39 32 8 125

DepreciationAt 1 January 2012 18 1 3 – 22Charge for year 8 5 3 – 16

At 31 December 2012 26 6 6 – 38

Net book valueAt 31 December 2012 20 33 26 8 87

At 31 December 2011 28 7 9 – 44

The net book value of tangible fixed assets for the Company includes an amount of £nil (2011: £19k) in respect of assets held under finance leases and hire purchase contracts. All these assets are classified as computer equipment.

26

Notes to the financial statements continuedFor the year ended 31 December 2012

Company

Improvements to property

£’000

Fixtures and fittings £’000

Computer equipment

£’000

Under construction

£’000Total

£’000

CostAt 1 January 2011 31 2 8 – 41Additions 15 6 4 – 25

At 31 December 2011 46 8 12 – 66

DepreciationAt 1 January 2011 11 – 1 – 12Charge for year 7 1 2 – 10

At 31 December 2011 18 1 3 – 22

Net book valueAt 31 December 2011 28 7 9 – 44

At 31 December 2010 20 2 7 – 29

13. Intangible assets

Group

Development costs

£’000

Software licences

£’000Total

£’000

CostAt 1 January 2012 131 76 207Additions – internally developed 84 – 84

At 31 December 2012 215 76 291

AmortisationAt 1 January 2012 66 61 127Charge for year 72 12 84

At 31 December 2012 138 73 211

Net book valueAt 31 December 2012 77 3 80

At 31 December 2011 65 15 80

Software licences are acquired separately and are leased to clients. Development costs are all internally generated and in relation to new software products.

Group

Development costs

£’000

Software licences

£’000Total

£’000

CostAt 1 January 2011 122 39 161Reclassification from property, plant and equipment – 37 37Additions – internally developed 9 – 9

At 31 December 2011 131 76 207

AmortisationAt 1 January 2011 28 14 42Charge for year 38 47 85

At 31 December 2011 66 61 127

Net book valueAt 31 December 2011 65 15 80

At 31 December 2010 94 25 119

12. Property, plant and equipment continued

27Rethink Group Annual Report and Accounts 2012

Company

Development costs

£’000

Software licences

£’000Total

£’000

CostAt 1 January 2012 – – –Additions – purchased 22 – 22

At 31 December 2012 22 – 22

AmortisationAt 1 January 2012 – – –Charge for year 3 – 3

At 31 December 2012 3 – 3

Net book valueAt 31 December 2012 19 – 19

At 31 December 2011 – – –

14. Investments

Group

Other investments

£’000Total

£’000

CostAt 1 January 2012 – –Additions 5 5

At 31 December 2012 5 5

Net book valueAt 31 December 2012 5 5

CompanySubsidiaries

£’000

Other investments

£’000Total

£’000

CostAt 1 January 2012 509 – 509Additions – 5 5

At 31 December 2012 509 5 514

Net book valueAt 31 December 2012 509 5 514

CompanySubsidiaries

£’000

Other investments

£’000Total

£’000

CostAt 1 January 2011 509 – 509Additions (note 26) – – –

At 31 December 2011 509 – 509

Net book valueAt 31 December 2011 509 – 509

13. Intangible assets continued

28

Notes to the financial statements continuedFor the year ended 31 December 2012

The principal subsidiaries of the Rethink Group plc, all of which have been included in the consolidated financial statements are as follows:

Name Nature of businessCountry of

incorporation

Proportion of ownership interest and

Ordinary share capital held

ReThink Professional Services Limited Talent Management England 100%ReThink Recruitment Solutions Limited Recruitment Services England 100%ReBuild Recruitment Services Limited Recruitment Services England 100%ReThink Recruitment (Southend) Limited Recruitment Services England 100%Aiimi Limited Technology Services England 100%Otravida Search Limited (formerly known as Integritas Recruitment Limited) Recruitment Services England 100%Trusttech Limited Technology Services England 100%ReThink MEA FZCO* Recruitment Services UAE 100%Berkley Recruitment (Group) Limited* Recruitment Services Ireland 100%Berkley Recruitment Group (Asia) Pte. Limited* Recruitment Services Singapore 100%Rethink Acquisitions Limited Holding Company England 100%Rethink Group Inc. Recruitment Services USA 100%

* The shareholding in these companies are indirect via a subsidiary undertaking.

During the year an investment was made in Port Erin Biopharma Investments Limited. The percentage holding is negligible.

15. Trade and other receivablesGroup

2012 £’000

Group 2011

£’000

Company 2012

£’000

Company 2011

£’000

Trade receivables 21,652 18,595 – 18Amounts owed by Group undertakings – – 8,304 6,389Other receivables 203 240 144 144Prepayments and accrued income 1,004 1,319 – –

22,859 20,154 8,448 6,551

The fair value of trade and other receivables is not materially different to the carrying amount.

Included within Group trade receivables is an amount of £21,308k (2011: £18,059k) subject to invoice discounting. Included within Company trade receivables is an amount of £nil (2011: £nil) subject to invoice discounting.

Trade receivables subject to invoice discounting are recognised as the Group retains the significant risks and benefits. Payments received from invoice discounting providers are shown as advances on invoice discounting facility (note 17).

16. Trade and other payablesGroup

2012 £’000

Group 2011

£’000

Company 2012

£’000

Company 2011

£’000

Trade payables 6,524 6,780 304 121Amounts owed to Group undertakings – – 5,115 3,817Social security and other taxes 2,349 2,245 68 70Other payables 126 126 27 137Accruals 1,196 1,329 – –

10,195 10,480 5,514 4,145

Book values of trade and other payables approximate to fair value.

14. Investments continued

29Rethink Group Annual Report and Accounts 2012

17. Financial liabilities – loans and borrowingsGroup

2012 £’000

Group 2011

£’000

Company 2012

£’000

Company 2011

£’000

Current:Finance lease 49 3 49 3Advances on invoice discounting facility 12,437 8,002 – –Redeemable Preference shares 628 – – –

13,114 8,005 49 3

Group 2012

£’000

Group 2011

£’000

Company 2012

£’000

Company 2011

£’000

Non‑current:Redeemable Preference shares – 222 – –Finance lease 40 1 40 1

40 223 40 1

The total minimum amount of future finance lease payments are due as follows:2012

£’0002011

£’000

Not later than one year 49 4Later than one year and not later than five years 40 1

89 5

The difference between the total minimum amount of future finance lease payments and total liability are future interest payments. An analysis of the interest rate payable on financial liabilities and information about fair values is given in note 20.

The present value of future lease payments approximates to the book value.

Redeemable Preference sharesRethink Acquisitions Limited issued 496,128 (2011: 250,000) (3.6%) non‑voting redeemable Preference shares with a par value of €1 per share in part settlement of the deferred consideration following the acquisition of Berkley Recruitment (Group) Limited and Berkley Recruitment Group (Asia) Pte. Limited. These shares are redeemable on 30 June 2013.

18. Operating leasing agreementsThe Group leases its properties. The terms of property leases vary from location to location, although they all tend to be tenant repairing with rent reviews every two to five years, and typically have break clauses.

The total future minimum lease payments are due as follows:Non‑cancellable operating leases

Group2012

£’0002011

£’000

Not later than one year 494 309Later than one year and not later than five years 505 245

999 554

Company2012

£’0002011

£’000

Not later than one year 440 309Later than one year and not later than five years 496 245

936 554

30

Notes to the financial statements continuedFor the year ended 31 December 2012

19. Share‑based paymentThe Group operates a share option scheme for employees, being an Enterprise Management Incentive scheme (‘EMI’). The EMI options are subject to the employee being employed at the vesting qualification point. Share options were also issued outside of the EMI.

The total options vest as set out below:31 December 2012 31 December 2011

Weighted average exercise

price £ Number

Weighted average exercise

price £ Number

Outstanding at beginning of year 0.082 30,676,500 0.055 19,455,000Granted during the year 0.031 6,532,864 0.109 15,184,000Exercised during the year 0.047 (5,446,250) 0.050 (3,062,500)Lapsed during the year 0.097 (8,637,500) 0.036 (900,000)

Outstanding at end of year 0.093 23,125,614 0.082 30,676,500

Of the total number of options outstanding at the end of the year 3,575,000 (2011: 8,787,500) had vested and were exercisable at the end of the year.

The exercise price of options outstanding at the end of the year ranged between 4p and 11p (2011: ranged between 4p and 11p).

Options issued up to and including 2008 vest as follows:50% of options 36 months after flotation, with any options not exercised within 3 years from the exercise date, to lapse.50% of options 48 months after flotation, with any options not exercised within 3 years, to lapse.

Options granted during 2009 vest as follows:50% of options 36 months after grant, with any options not exercised within 10 years, to lapse.50% of options 60 months after grant, with any options not exercised within 10 years from the original grant, to lapse.

Options granted during 2010 vest as follows:For 7,370,000 options granted during 2010:50% of options 36 months after grant, with any options not exercised within 10 years, to lapse.50% of options 60 months after grant, with any options not exercised within 10 years from the original grant, to lapse.

For 900,000 options granted during 2010:50% of options 12 months after grant, with any options not exercised within 4 years, to lapse.25% of options 24 months after grant, with any options not exercised within 5 years, to lapse.25% of options 36 months after grant, with any options not exercised within 6 years from the original grant, to lapse.

Options granted during 2011 vest as follows:For 7,375,000 options granted during 2011:50% of options 36 months after grant, with any options not exercised within 10 years, to lapse.50% of options 60 months after grant, with any options not exercised within 10 years from the original grant, to lapse.

For 4,809,000 options granted during 2011:100% of options 36 months after grant, with any options not exercised within 10 years, to lapse.

For 3,000,000 options granted during 2011:33% of options 4 months after grant, with any options not exercised within 10 years, to lapse.33% of options 16 months after grant, with any options not exercised within 10 years, to lapse.33% of options 28 months after grant, with any options not exercised within 10 years, to lapse.

Options granted during 2012 vest as follows:For 4,552,864 options granted during 2012:50% of options 36 months after grant, with any options not exercised within 10 years, to lapse.50% of options 48 months after grant, with any options not exercised within 10 years from the original grant, to lapse.

For 430,000 options granted during 2012:50% of options 36 months after grant, with any options not exercised within 10 years, to lapse.50% of options 60 months after grant, with any options not exercised within 10 years from the original grant, to lapse.

For 1,550,000 options granted during 2012:33% of options 8 months after grant, with any options not exercised within 10 years, to lapse.33% of options 20 months after grant, with any options not exercised within 10 years, to lapse.33% of options 32 months after grant, with any options not exercised within 10 years, to lapse.

31Rethink Group Annual Report and Accounts 2012

The weighted average fair value of each option granted during the year was £0.029 (2011: £0.054).

The following information is relevant in determination of the fair value of the options granted during the year.

Option pricing model used2012

Black‑Scholes2011

Black‑Scholes

Weighted average share price at grant date (£) 0.085 0.096Weighted average exercise price (£) 0.09 0.08Weighted average volatility 15% 15%Dividend growth 1.8% 1.8%Weighted risk free interest rate 0.5% 0.5%

Volatility is based on management’s best estimate having reviewed the average weekly share price of quoted comparable companies.

The Group did not enter into any share‑based payment transactions with parties other than employees during 2012 or 2011.

A share‑based payment has been charged to the statement of comprehensive income (Group and Company) of £5k (2011: £4k). The weighted average contractual life of options is 6.3 years (2011: 9.5 years).

20. Financial instruments – risk exposure and managementAll financial assets are held as loans and receivables. All financial liabilities are held at amortised cost apart from deferred consideration which is held at fair value through profit or loss. As at 31 December 2012 all deferred consideration has been settled. The change in fair value taken through the statement of comprehensive income was £155k.

The Group is exposed through its operations to one or more of the following financial risks that arise from its use of financial instruments.• Market risk• Interest rate risk• Foreign currency risk• Credit risk• Liquidity risk

Policy for managing these risks is set by the Board following recommendations from the Interim Director of Finance. Certain risks are managed centrally, while others are managed locally following guidelines communicated from the Board. The policy for each risk is described in more detail below.

Market riskMarket risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in interest rate (interest rate risk).

Interest rate riskThe Group’s external borrowings at the statement of financial position date comprise a short‑term overdraft and an invoice discounting facility. The Group does not seek to fix interest on this borrowing, as the Board considers the exposure to interest rate risk acceptable, due to the low levels of debt.

Foreign currency riskForeign currency risk arises due to contractors and/or clients being based in countries whose functional currency is not the same as the Group’s primary functional currency (Sterling). Transactions involving overseas contractors and clients are exposed to currency risk giving rise to gains or losses on translation into Sterling. Currencies the Group transacts in are US Dollars, Singapore Dollars, Euros and Arab Emirate Dirhams. Risk is mitigated by ensuring wherever possible sales transactions are in the same currency as the relevant costs of sale transactions.

As the Group mitigates foreign currency risk by offsetting gains and losses on sales and cost of sales transactions, the impact on the financial statements of a 1% change in the exchange rates during the year would have been negligible (2011: negligible).

Credit riskThe Group is mainly exposed to credit risk from invoiced sales where cash is not received at the statement of financial position date. However, the Group reduces its risk through appropriate use of credit insurance, when available, with a maximum insured balance per individual claim of £750k, but extended to £2m for the Group’s largest customer (2011: £2m).

19. Share‑based payment continued

32

Notes to the financial statements continuedFor the year ended 31 December 2012

The Group also maintains invoice discounting facilities which enable its receivables to be financed. At the statement of financial position date £5,050k (2011: £3,875k) of trade receivables was considered overdue and not impaired. Aging of the trade receivables considered overdue is as follows:

Days from date of invoice2012

£’0002011

£’000

16–30 73 –30–60 2,355 1,70060–90 1,419 1,15390–120 715 459>120 488 563Individually impaired amounts – –

5,050 3,875

Of the trade receivables considered overdue £3,437k is subject to credit insurance.

Liquidity riskLiquidity risk arises from the Group’s management of working capital and finance charges. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The liquidity risk is managed centrally by the finance function. Budgets are set locally and centrally, and are agreed by the Board annually in advance, enabling the Group’s cash flow requirements to be anticipated. Where facilities of Group entities need to be increased, approval of the Interim Director of Finance must be sought. When the amount of the facility is above a certain level the agreement of the Board is needed.

The Group’s total exposure to debt risk is trade debtors of £21,652k (2011: £18,595k).

Interest rate riskThe interest profile of the Group’s financial assets and liabilities are as follows:

Invoice discounting liabilities are payable at 1.8% (2011: 1.8%) above base rate.

Overdraft facilities are payable at 2.0% (2011: 2.0%) above base rate.

If during the year base rates had been 0.5% higher, interest charges would have been £55k higher (2011: £33k), with a corresponding decrease in net assets.

Regular management review is made to assess the recoverability of gross receivables and provision is made accordingly. The movement in the Group provision for impairment of trade receivables is as follows:

2012 £’000

2011 £’000

At beginning of year – 8Provided during the year – –Receivables written off during the year as uncollectable – (8)

At end of year – –

The Group has a wide range of customers and seeks to constantly develop and broaden its relationships. Current active customer numbers exceed 800. The top 10 customers of the Group account for 42% of revenue in 2012 (2011: 37%).

Trade receivables at the statement of financial position date relating to the top 10 customers are as follows:2012

£’0002011

£’000

Balance at 31 December 6,885 6,273

Having considered concentrations of credit risk, the Group believes risk across trade receivables to be low (and hence the quality of debtors as high) for the following reasons:• The customer portfolio, whilst including a number of individually significant accounts, largely comprises of substantial

‘blue chip’ companies operating in a variety of sectors where the historic incidence of bad debt has been negligible.• Year end bad debt provisioning, after detailed review is negligible.

20. Financial instruments – risk exposure and management continued

33Rethink Group Annual Report and Accounts 2012

Additional analysis of our year end trade receivables is:2012

£’0002011

£’000

Commercial 21,473 17,583Public sector bodies 179 1,012

21,652 18,595

The Board do not consider there to be significant concentrations of commercial customers with shared characteristics, other than predominantly operating in the UK, with the only other concentration of risk potentially being the public sector where the Board believes credit risk to be low.

At the year end, the Company was owed £8,304k (2011: £6,389k) by its subsidiaries. The Company has made no provision for impairment of this debt (2011: £68k).

During the course of the year, the Group has continued to develop its business in the Middle East and with it, its exposure to a market with less rigorous payment processes. The Directors ensure that these credit risk challenges are minimised by maintaining careful monitoring of these clients.

Capital DisclosuresThe Group’s objectives when maintaining capital are:• to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders

and benefits for other stakeholders; and• to provide an adequate return to shareholders commensurate with the level of risk.

The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and makes adjustments to it in the light of economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Total capital is categorised as follows:2012

£’0002011

£’000

Share capital 114 104Share premium account 3,145 2,528Retained earnings 2,108 3,105

5,367 5,737

To the extent financial assets and liabilities are not carried at fair value in the statements of financial position, book value approximates to fair value at 31 December 2012 and 2011.

21. Financial assets and liabilities – other disclosuresMaturity of financial liabilitiesThe following table illustrates the contractual maturity of the Group’s financial liabilities, excluding bank borrowing and finance leases that must be settled gross, based where relevant, on interest rates and exchange rates prevailing at the statement of financial position date.

At 31 December

2012 £’000

At 31 December

2011 £’000

In less than one year 10,823 10,480

The maturity of trade and other payables is as follows:At

31 December 2012

£’000

At 31 December

2011 £’000

Days from date of invoice0–30 5,882 6,61430–60 300 2360–90 278 –90–120 8 54>120 56 89

6,524 6,780

20. Financial instruments – risk exposure and management continued

34

Notes to the financial statements continuedFor the year ended 31 December 2012

Maturity of bank balances is shown below.

Finance facilitiesThe Group’s principal bankers are Lloyds Banking Group, through whom there is a main invoice discounting facility of £16.85m (2011: £14.75m), together with an overdraft facility of £100k. The principal terms of this invoice discounting facility are that it is an umbrella Group facility with 94% availability against sales invoices.

The Group also has an invoice discounting facility through Bank of Ireland Invoice Finance. This facility is €3m (2011: €1.2m) with 85% availability against sales invoices.

Following the year end, the Board has accepted a proposal from Bank Leumi which will provide the Group with a new facility of £20m and this will replace the existing arrangements that the Group has in place with Lloyds Banking Group and Bank of Ireland Invoice Finance. The facility is for three years and covers the funding requirements for the Group in each of its geographical locations.

Borrowing facilitiesThe Group had undrawn committed borrowing facilities available at 31 December 2012. New banking covenants with the current banking facility are still to be established and this is not anticipated prior to the migration to Bank Leumi. The borrowings are secured by fixed and floating charges in favour of the Group’s bankers. All bank borrowings are on a floating rate fixed above base rate. The carrying value of assets pledged as security at 31 December 2012 is £28,589k (2011: £26,168k).

Subject to the above, the invoice discounting facility takes first security over the trade receivables. Facilities available but not utilised at statement of financial position date are as follows:

At 31 December

2012 £’000

At 31 December

2011 £’000

Overdraft – expiry within one year 100 100Invoice discounting – expiry within one year 6,855 6,748

6,955 6,848

Invoice discounting is available within the overall limits as set out above but is further restricted by conditions including total value of sales invoices raised, percentage entitlement and specific debt exclusion.

22. Deferred taxDeferred tax is calculated in full on temporary differences under the liability method using a tax rate of 23% (2011: 25%).

Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax assets because the Directors believe that it is probable that these assets will be recovered.

Deferred tax liabilities have been recognised in respect of temporary differences with regard to capital allowances in advance of depreciation giving rise to deferred tax liabilities because it is probable that these amounts will become payable.

The movements in deferred tax assets and liabilities during the year are shown below.

Details of the deferred tax asset, amounts charged to the consolidated statement of comprehensive income and amounts charged to reserves are as follows:

Group

31 December 2012

£’000

31 December 2011

£’000

At start of year 11 5Previously recognised deferred tax assets written off in the year 2 6Charge for the year – –

At end of year 13 11

Deferred tax asset 24 17Deferred tax liability (11) (6)

13 11

The Company has a deferred tax liability of £6k (2011: £5k).

21. Financial assets and liabilities – other disclosures continued

35Rethink Group Annual Report and Accounts 2012

23. Share capitalGroup and Company At 31 December 2012 At 31 December 2011

Authorised Number £’000 Number £’000

Ordinary shares of 0.1p 145,000,000 145 145,000,000 145

At 31 December 2012 At 31 December 2011

Issued Ordinary shares of 0.1p each Number £’000 Number £’000

At the beginning of the year 104,231,887 104 93,223,332 93Issued during the year 4,464,649 5 7,946,055 8Share options exercised 5,446,250 5 3,062,500 3

At the end of the year 114,142,786 114 104,231,887 104

At 31 December 2012 At 31 December 2011

Allotted, issued and fully paid Number £’000 Number £’000

Ordinary shares of 0.1p 114,142,786 114 104,231,887 104

24. ReservesReserves consist of the following:Share capital – Share capital records the nominal value of shares in issue.Share premium account – Amounts subscribed for share capital in excess of nominal value.Merger reserve – Amounts subscribed for share capital in excess of nominal value on acquisition of another company.Translation reserve – Represents the gain or loss arising on the translation of the foreign subsidiary.Shares to be issued – Shares for which consideration has been received but which are not yet issued.Retained earnings – Represents total comprehensive income less any amounts dealt with in other reserves.

25. Related party disclosuresDetails of key management’s emoluments are given in note 3. Directors are considered to be the only key management personnel.

Options over shares in the Company held or granted to the Directors serving at the year end were as follows:

Grant date Option price

Options at 31 December

2012

Options exercised in

the year

Gain on options

exercised in the year

£’000

R O’Callaghan 6 February 2007and 16 December 2010and 15 November 2011

4.00p6.50p

10.25p

750,000250,000250,000

750,000––

39––

A Lord 30 April 2007 4.00p – 500,000 25I P Blair 30 April 2007 4.00p 250,000 250,000 9J Butterfield 30 April 2007 4.00p 250,000 250,000 13M J Bennett 30 April 2007 4.00p 250,000 – –S P Salvin 2 February 2010

and 15 November 20118.50p

10.25p400,000825,000

––

––

F Brosnan 21 June 2011 11.00p 2,404,500 – –S Greenwood 21 June 2011 11.00p 2,404,500 – –S Wright 17 April 2012 11.00p 2,590,364 – –

10,624,364 1,750,000 86

There are no trading transactions between the parent and subsidiaries other than recharges of costs incurred. Amounts outstanding at 31 December 2012 and 2011 are disclosed within notes 15 and 16.

36

Notes to the financial statements continuedFor the year ended 31 December 2012

26. AcquisitionsPrior year acquisitionsRethink Acquisitions LimitedOn 17 June 2011 the Group acquired the entire share capital of Rethink Acquisitions Limited, a company created to hold other Group acquisitions made in the year. On acquisition, the Company had £1 of Ordinary share capital which was purchased by the Group at cost.

Berkley Recruitment (Group) Limited and Berkley Recruitment Group (Asia) Pte. Limited (collectively ‘Berkley Group’)On 17 June 2011 Rethink Acquisitions Limited acquired the entire share capital of the Berkley Group, a group engaged in recruitment with bases in Ireland and Singapore. The following table sets out the book values of the identifiable assets and liabilities acquired and their values to the Group.

Book value £’000

Adjustments £’000

Fair value £’000

AssetsNon‑current assetsProperty, plant and equipment 53 (26) 27

Current assetsTrade and other receivables 1,877 (248) 1,629Cash and cash equivalents 84 – 84

Total assets 2,014 (274) 1,740

LiabilitiesTrade and other payables (957) 1 (956)Loans and borrowings (225) – (225)

Net assets 832 (273) 559

Goodwill 3,742

Total consideration 4,301

Settled by:Cash consideration 1,2867,946,055 Ordinary shares at 10.92p 868250,000 €1 Preference shares 222Contingent consideration 1,925

Total consideration 4,301

The reduction in trade receivables reflects the adjustment to bring revenue recognition in line with Group policies. Acquisition costs of £55k arose as a result of the transaction. These have been recognised within administrative expenses in the consolidated statement of comprehensive income.

Certain consideration payable was contingent on the consolidated EBITDA of Berkley Recruitment (Group) Limited and Berkley Recruitment Group (Asia) Pte. Limited for the period from acquisition until the 31 December 2011. As at 31 December 2011 the EBITDA for this period was calculated at €841k (subject to final agreement with the sellers). Based upon a predefined formula within the sale and purchase agreement the contingent consideration payable was calculated at £1,151k.

£’000

Fair value of contingent consideration as calculated at 31 December 2011 1,151

To be settled by:Ordinary shares 349Preference shares 438Cash 364Fair value of contingent consideration at date of acquisition 1,925Adjustment to consideration credit to consolidated statement of comprehensive income in 2011 774

The EBITDA for the Berkley Group, referred to above, did not meet the forecast at the time of the acquisition. This is not considered a measurement period adjustment. As a result the contingent consideration as set out above is lower than that expected on acquisition.

37Rethink Group Annual Report and Accounts 2012

During 2012 the fair value of the contingent consideration was reduced by a further £113k to £1,038k (2011: £1,151k). This was settled by:

£’000

Ordinary shares 310Preference shares 406Cash 322

1,038

The goodwill is attributable to synergies expected to arise from the integration of the business with that of the Group and from access to new markets, clients and geographic regions.

27. Ultimate controlling partyThe Directors do not consider any one party to exercise ultimate control over the Group.

26. Acquisitions continued

38

DirectorsJ SadiqI P BlairJ O’SullivanA LordM J BennettR O’CallaghanS P SalvinF Brosnan S Greenwood S Wright P Crystal J Kirkham

SecretaryS Wright

Registered Office52–54 Southwark StreetLondon SE1 1UN

Registered Number5078352 (England and Wales)

AuditorsBDO LLP3 Hardman StreetManchester M3 3AT

Nominated Adviser and Joint BrokerMerchant Securities Limited 51–55 Gresham StreetLondon EC2V 7EL

Joint BrokerRivington Street Limited3rd FloorHenry Thomas House5–11 Worship StreetLondon EC2A 2BH

BankersLloyds Banking Group600 George RoadEdinburgh EH11 3XP

LawyersClarke Willmott1 George SquareBath StreetBristol BS1 6BA

Contact usRegistered OfficeAs above

London52–54 Southwark Street, London SE1 1UNT 020 7367 4444E rnorris@rethink‑recruitment.com

Manchester19 Spring Gardens, Manchester M2 1FBT 0161 214 7450E [email protected]

Bristol5th Floor, Newminster House, 27–29 Baldwin Street, Bristol BS1 1LTT 0117 317 8888E [email protected]

Birmingham1st Floor, Christchurch House, 30 Waterloo Street, Birmingham B2 5TJT 0845 257 0220 or 0121 234 7100E [email protected]

Aiimi52–54 Southwark Street, London SE1 1UNT 020 7367 4444E [email protected]

Dubai802 Al Shafar Tower, TCOM, Dubai, UAET +971 4363 3955E gsmith@rethink‑recruitment.com

CorkMill House, Carrigrohane, CorkT +353 21428 9600E fbrosnan@berkley‑group.com

Dublin509 The Capel Building, Mary’s Abbey, Dublin 7T +353 1872 4666E fbrosnan@berkley‑group.com

Singapore48B Circular Road, Singapore, 049403T +65 659 54555E sgreenwood@berkley‑group.com

Houston1010 Lamar, Suite 1310, Houston, TX 77002T 001 713 800 3150E adarling@rethink‑recruitment.com

Company information

39Rethink Group Annual Report and Accounts 2012

Notes

40

Notes

Rethink Group: 52–54 Southwark Street London SE1 1UN

www.rethinkgroupplc.com

Rethink Group A

nnual Report and Accounts 2012