ConnectingExcellence - First acquisition Heads of Terms & Trading Update

01 September 2026

Connecting Excellence Group Plc

("Connecting Excellence Group", "XCE", the "Group" or the "Company")

Heads of Terms signed for first recruitment company acquisition and Trading Update

Proposed recruitment acquisition with revenue of c.£1.79m and EBITDA of £431,000 in the twelve months to 30 June 2026 - for a net cash outflow of approximately £150,000 on completion

Trading update - the Group's flagship operating company, Spencer Riley, grew revenue by 20.6% to c.£1.84m in the twelve months to 30 June 2026

Connecting Excellence Group Plc (AQSE: XCE / OTCQB: XCELF), the international executive recruitment group with a long-term, ambitious and disciplined Bitcoin (BTC) treasury strategy, announces that it has entered into binding Heads of Terms ("Heads of Terms") in relation to the proposed acquisition ("Acquisition") of two UK-registered companies, which trade as a single specialist recruitment business under one brand (together, the "Targets"). The Company also provides the market with a trading update relating to the period from 14 May 2025 to 30 June 2026 (the "Period").

Highlights:

Heads of Terms

·      Heads of Terms entered with two UK-registered companies which trade as one business under a single brand, with 20 years in construction and engineering recruitment across the UK and U.S.

·      On a combined and unaudited basis, the Targets generated revenue of £1.79 million in the twelve months to 30 June 2026, up 21.5% on the prior 12 months, gross profit of £1.27 million at a 70.9% margin, and EBITDA of £431,000

·      The Targets hold 8.216 Bitcoin, which XCE will buy at market value with no premium - the cash paid out is matched by Bitcoin of the same value arriving on the Group's balance sheet, at no net cost

·      Initial cash consideration of £575,000 payable at completion of the Acquisition of which £425,000 is applied in settlement of amounts owed to the Targets, which would return to the Group's balance sheet resulting in a net cash outflow of approximately £150,000 before transaction costs

·      A further £60,000 cash payment is due in 2028 with the remaining balance of the consideration deferred and based on EBITDA delivery over three years to FY29, with nothing payable below a minimum EBITDA threshold

·      XCE expects to retain approximately 75% to 85% of cumulative EBITDA over the earn-out period

Trading Update

·      Spencer Riley, the Group's operating company, grew unaudited revenue 20.6% to £1,838,047 in the twelve months to 30 June 2026, from audited revenue of £1,524,064 in the prior twelve months

·      Unaudited revenue for the Period** of £2,160,137 - the twelve months above plus £322,090 for the stub from 14 May to 30 June 2025 - with gross profit of £1,253,157 and a gross margin of 58%

·      Bitcoin holding of 62.94 BTC*, valued at £2,831,366 at 30 June 2026

·      The Group has since added a further 10 BTC to its treasury as of 1 September 2026 bringing total Bitcoin holding to 72.94 BTC, with a total value of £4,215,928.12, at BTC GBP price £57,799.90.

*This figure includes 10 BTC held in relation to the Group's 2026 Bitcoin-denominated convertible bond programme.

** The Period is the Company's first accounting period. It runs from 14 May 2025, the date of the Company's incorporation, to 30 June 2026, the period end having been set to align the Group's financial year with the existing year end of Spencer Riley. The Period is therefore 13.5 months in length and no comparative period is available.

Binding Heads of Terms for first proposed acquisition

XCE's acquisition strategy is to purchase owner-managed specialist recruitment businesses and have them operate under a decentralised model. Businesses are bought to be held, retaining their brand, their management and their operating independence. XCE provides permanent capital and a listed platform that enables the businesses to continue to grow. The acquired companies also benefit from the experience across the XCE network, with shareholders benefitting from the aggregated value.

In line with this strategy, XCE has signed Heads of Terms to acquire the entire issued share capital of two UK-registered companies. The two companies have always traded as a single business under one brand, sharing management, systems and clients, and would be acquired simultaneously. If completed, the proposed acquisition would strengthen the Group's reach across construction consulting, contracting and engineering, in the UK and U.S.

The terms of the proposed combined acquisition include an initial cash consideration on completion of £575,000, of which approximately £425,000 is settled by way of set-off against amounts owed to the Targets by the vendors and therefore would return into the Group, giving a net cash outflow on completion of approximately £150,000 before transaction costs. The 8.216 Bitcoin will be purchased at market value against a £58,000 reference price with a collar of plus or minus 20%, and transfers onto the XCE balance sheet at the same value, at no net cost, including £102,000 of net debt assumed and serviced by the Targets, the net acquisition cost is approximately £252,000. In the twelve months to 30 June 2026, the combined Targets generated £1.79 million of revenue, £1.27 million of gross profit and £431,000 of EBITDA.

The Heads of Terms are legally binding as to exclusivity, confidentiality and the commercial terms summarised above.

The proposed acquisition is subject to further legal and financial due diligence and to funding being in place and to the execution of a definitive share purchase agreement. There can be no certainty that it will proceed or complete. A further announcement will be made in due course.

Trading update

XCE's operating business, Spencer Riley, delivered a strong performance in the Period, with revenue of £2,160,137 and gross profit of £1,253,157, a gross margin of 58%. The Period is the Company's first accounting period, running from 14 May 2025, so no comparative figures are presented. On a comparable twelve-month basis, Spencer Riley generated unaudited revenue of £1,838,047 in the twelve months to 30 June 2026, an increase of 20.6% on audited revenue of £1,524,064 for the 12 months to 30 June 2025.

The business continued to invest in new talent during the Period, with a number of key hires including the appointment of a Chief Performance & Growth Officer to drive the expansion of Spencer Riley and support the Group's acquisition strategy. Since the Period-end, four new fee-earning recruiters have signed to join the team on 1 September 2026.

Spencer Riley is also imminently launching a dedicated Private Equity and Leadership division, delivering C-suite and senior appointments for private equity firms across their portfolio companies, following the appointment of Jamie Waugh, who brings extensive experience across private equity, UHNWI's and family offices focused on executive recruitment and advisory services.

Scott Ellam, Chief Executive Officer of Connecting Excellence Group, commented:

"Once completed, this will be our first recruitment company acquisition and the template for those that follow - two profitable companies trading as one business, with £1.79 million of revenue and £431,000 of EBITDA, for a net cash outflow of approximately £150,000 on completion.

"There are thousands of profitable, owner-managed recruitment firms in the UK and around the world, with strong brands and committed owners, but with no exit path and no way to build lasting value while the business depends on the owner. Private equity is not an option for most, and trade buyers are rare. We are perpetual owners with permanent capital: owners and their teams keep their brand and their autonomy. The only thing we intend to consolidate is the value of these businesses, into one listed vehicle.

"Spencer Riley is performing well, with revenue up 20.6% in the twelve months to 30 June 2026, and we have made several revenue-generating hires to support 2027, including extending our reach into C-suite search for private equity portfolio companies. The pipeline of recruiters wanting to join us, and of potential acquisitions, keeps building.

"Since our IPO in December 2025 we have grown our Bitcoin holding from 9.27 BTC to 72.94 BTC. We intend to keep growing both recruitment revenue and the scale of our balance sheet, with the ambition of moving to a larger market and reaching a wider pool of investors in due course.

"We look forward to providing an update on the planned acquisition and other corporate developments in due course."

The Directors of the Company accept responsibility for the contents of this announcement.

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

About Connecting Excellence Group Plc ("XCE"):

XCE is an international executive recruitment group with a long term, ambitious and disciplined Bitcoin treasury strategy. The flagship recruitment company, Spencer Riley, places senior executives with clients globally across a number of high growth markets including engineering, logistics, life sciences, automation, tech, professional services and B2B services.

The Bitcoin treasury strategy sets the foundation for the Company's scalable recruitment business to attract and retain high performing talent with individual performance linked share option incentives to increase revenue, profit and cashflows. In the future, XCE can also expand market share through strategic acquisitions, at very little cash cost, using performance-based equity incentives to provide immediate and ongoing shareholder value. XCE is also building a dedicated Bitcoin executive recruitment division, enabling executives to find their role within either Bitcoin businesses or traditional businesses looking for Bitcoin talent worldwide and accelerating corporate education, integration and adoption of Bitcoin.

Website: xce.io

Follow on X: XCE - Connecting Excellence Group

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Important Notice: 

Connecting Excellence Group PLC holds treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of digital asset. Whilst the Board of Directors of the Company considers holding Bitcoin to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in Bitcoin to be high risk.

At the outset, it is important to note that an investment in the Company is not an investment in Bitcoin, either directly or by proxy. However, the Board of Directors of the Company consider Bitcoin to be an appropriate store of value and growth for the Company's reserves and, accordingly, the Company is materially exposed to Bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated by the FCA. And Bitcoin is unregulated in the UK. As with most other investments, the value of Bitcoin can go down as well as up, and therefore the value of the Company's Bitcoin holdings can fluctuate. The Company may not be able to realise its Bitcoin exposure for the same value as it paid in the first place or even for the value the Company ascribes to its Bitcoin positions due to these market movements. And because Bitcoin is unregulated, the Company is not protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

However, Bitcoin is formally recognised as personal property in the UK under the new Property (Digital Assets etc) Act 2025, which received Royal Assent on December 2, 2025. This legislation has removed previous legal uncertainty by establishing a new, third category of personal property to accommodate digital assets that do not fit traditional definitions.

The Board of Directors of the Company with a history of a Bitcoin treasury prior to becoming a public company, has taken the decision to invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of Bitcoin can be highly volatile, with value dropping as quickly as it can rise; (ii) the Bitcoin market is largely unregulated - there is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its Bitcoin at will - the ability to sell Bitcoin depends on various factors, including the supply and demand in the market at the relevant time, with operational failings such as technology outages, cyber-attacks and comingling of funds potentially causing unwanted delay. The Board of Directors of the Company does not subscribe to such a negative view, and therefore ascribes to the 'Bitcoin, not crypto' mantra and has a 'Bitcoin only ethos'. However, prospective investors in the Company are encouraged to do their own research and verify before investing.