UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 8, 2018

 

Date of Report (Date of earliest event reported)

STAFFING 360 SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

 

Delaware

 

001-37575

 

68-0680859

 

(State or other jurisdiction of

incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification Number)

641 Lexington Avenue

27 th Floor

New York, NY 10022

(Address of principal executive offices)

(646) 507-5710

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 


 

It em 1. 0 1 Entry into a Material Definitive Agreement.

 

To the extent required by Item 1.01, the information contained in Item 2.03 of this Current Report on Form 8-K is incorporated by reference herein.

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On February 8, 2019, the following foreign subsidiaries (the “Borrowers”) of the Company refinanced their existing debt purchase agreements, with The JM Group (IT Recruitment) Limited and Longbridge Recruitment 360Limited retiring their respective debt purchase agreements with ABN AMRO Commercial Finance PLC, and CBSButler Limited refinancing its existing debt purchase agreement with HSBC Invoice Finance (UK) Limited (“HIF”). The Borrowers each entered into a new Agreement for Purchase of Debt (“APD”) with HIF, which are effective February 9, 2018, and are attached hereto as Exhibits 10.1, 10.2 and 10.3.

 

The APDs carry an aggregate Facility Limit of £11,500,000 across all Borrowers and mature on February 9, 2019, unless otherwise accelerated or terminated earlier. The obligations of the Borrowers are secured by a fixed charge and a floating charge on the Borrowers’ respective accounts receivable, and are subject to cross-company guarantees among the Borrowers and Staffing 360 Solutions Limited.

 

The foregoing description of the Agreements for Purchase of Debt does not purport to be complete and is qualified in its entirety by reference to the full text of the APDs, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, and incorporated herein by reference.

 

 

Item 8.01 Other Events.

 

On February 12, 2018, the Company announced the entry into the APDs. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

 

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits

 

 

Exhibit No.

Description

10.1

Agreement for Purchase of Debt, dated February 8, 2018, between CBS Butler Limited and HSBC Invoice Finance (UK) Limited .

10.2

Agreement for Purchase of Debt, dated February 8, 2018, between The JM Group (IT Recruitment) Limited and HSBC Invoice Finance (UK) Limited .

10.3

Agreement for Purchase of Debt, dated February 8, 2018, between Longbridge Recruitment 360 Ltd and HSBC Invoice Finance (UK) Limited .

99.1

Press release, dated February 12, 2018 .

 

 


 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  February 13, 2018

STAFFING 360 SOLUTIONS, INC.

 

 

 

 

 

 

By:

/s/ Brendan Flood

 

 

Brendan Flood

 

 

Executive Chairman

 

 

 

Exhibit 10.1

AGREEMENT FOR THE PURCHASE OF DEBTS

Date: 8 th February 2018

BETWEEN

(1) HSBC Invoice Finance (UK) Limited ( HIF ); and

(2) CBS Butler Limited (Company Registration Number 01654251) ( Client ).

This Agreement for the Purchase of Debts, its Schedule and the Terms & Conditions (03/15 Edition) together comprise the entire agreement between the parties as amended from time to time ( Agreement ). Capitalised terms are defined in this Agreement.

HIF recommends that the Client seeks independent legal advice before entering into this Agreement.

1. PRODUCTS SELECTED & START DATE

HIF agrees to provide the Client with the Product(s) selected in the Schedule from the Start Date for the Client’s working capital needs on the terms of this Agreement. HIF will confirm the Start Date to the Client after all pre-commencement conditions have been met (or waived or postponed by HIF) and HIF will complete the Start Date in the Schedule.

2. ASSIGNMENT

On the Start Date, the Client assigns all Existing Debts, Future Debts and Non-Notifiable Debts to HIF (as beneficial owner in relation to Northern Irish Debts). Each Debt created after the Start Date automatically and immediately belongs to HIF. HIF is not obliged to reassign a Debt to the Client.

3. POWER OF ATTORNEY

3.1

The Client, by way of security, irrevocably appoints HIF, and any person to whom HIF transfers rights and/or obligations under this Agreement (with full power of substitution and delegation), to act on the Client's behalf to (a) sign any deeds and documents, (b) complete or endorse any instruments, (c) conduct or defend any proceedings and (d) take such other steps that HIF considers necessary to obtain payment or perfect HIF's ownership of any Debt or to secure performance of any of the Client's obligations to HIF or any Customer.

3.2

Where the Client is acting as trustee under any Scottish Trust then the words "on its own account and as trustee under any Scottish Trust" are inserted after the word "security" in clause 3.1.

IN WITNESS of which this Agreement has been executed and, on the date set out above, delivered as a deed.

Executed as a deed, but not delivered until the )

first date specified on page 1, by: )

Richard Corthine )

as Attorney of )

HSBC INVOICE FINANCE (UK) LIMITED )

in the presence of a witness: )Signature /s/ Richard Corthine

Attorney

Witness signature /s/ Jacqueline Metters Witness name Jacqueline Metters

Witness address

: HSBC Invoice Finance (UK) Ltd, Farncombe Road, Worthing, West Sussex BN11 2BW

Address for service: HSBC Invoice Finance (UK) Ltd, Farncombe Road, Worthing, West Sussex BN11 2BW



 

Executed as a deed, but not delivered until the )

first date specified on page 1, by )

CBS Butler Limited )

by a director in the presence of a witness : )

Signature /s/ Brendan Flood

Name (block capitals) BRENDAN FLOOD

Director

Witness signature /s/ Katherine Hughes

Witness name KATHERINE HUGHES

(block capitals)

Witness address [REDACTED]…….......

……………………….......

……………………….......

OR

Executed as a deed, but not delivered until the )

first date specified on page 1, by )

CBS Butler Limited )

by two directors or by)

one director and the secretary: )

Signature…………………….

Name (block capitals) …………………

Director

Signature …………………….

Name (block capitals) …………………

Director/Secretary



COPY RESOLUTION

(to be certified by the signature of the Chairman of the meeting of the directors at which the resolution was passed)

Company No. 01654251

CBS Butler Limited ("Company")

1.

The Chairman reported that notice of the meeting had been given to all those persons entitled to receive notice and, a quorum being present, the Chairman declared the meeting open.

2.

There was produced to the meeting a form of agreement for the purchase of debts together with its schedule and accompanying Standard Terms and Conditions to be entered into between HSBC Invoice Finance (UK) Limited ( “HIF” ) and the Company (the "Agreement" ).

3.

After giving consideration to the requirements set out in sections 171 to 177 of the Companies Act 2006, it was unanimously agreed that the entry into and execution of the Agreement was in the commercial interest of and for the benefit of the Company and was most likely to promote the success of the Company for the benefit of its members as a whole.

4.

After careful consideration by the directors of the terms of the Agreement and of the nature and scale of the liabilities undertaken by the Company under the Agreement, it was unanimously resolved that:

 

(a)

it was, in the good faith judgment of all the directors present, for the commercial benefit of the Company and was most likely to promote the success of the Company for the benefit of its members as a whole to enter into the Agreement;

 

(b)

the terms of and the transactions contemplated by the Agreement be approved;

 

(c)

the Agreement should be executed on behalf of the Company as a deed;

 

(d)

any two directors, or any director and the company secretary, or any director in the presence of an attesting witness ( “Authorised Signatories” ) be authorised to execute and deliver the Agreement as a deed for and on behalf of the Company and that (in either case) the same may be delivered to HIF with such amendments as the Authorised Signatories may agree with HIF;

 

(e)

any one or more authorised signatory (as defined in section 44(3) of the Companies Act 2006) be authorised to approve and execute any further documents, certificates and notices to be signed and/or despatched by the Company under or in connection with the Agreement; and

 

(f)

a copy of this resolution be endorsed on the Agreement.

 

Certified a true copy of this Resolution:

 

 

__ /s/ Brendan Flood ___________________ __ Brendan Flood _______________________

Signature of Chairman of board meeting Print Name of Chairman of board meeting

 



 

THE SCHEDULE

1. Client particulars

Nature of business Provision of personnel

Principal place of business Kings Mill, Kings Mill Lane, South Nutfield, Redhill. RH1 5NB

2. Product(s) selected

Credit Management No

Credit Protection Yes

Finance Yes

3. Commercial terms

 

Approved Countries

(a) United Kingdom, Ireland, the Isle of Man and the Channel Islands

 

(b) Group 1 Countries

American Samoa, Andorra, Anguilla, Armenia, Australia, Austria, Barbados, Belgium, Benin, Bermuda, Botswana, Brazil, Burkina Faso, Bulgaria, Canada, Cameroon, Chile, China, Croatia, Curacao, Cyprus, Czech Republic, Denmark, Djibouti, Estonia, Finland, Fiji, France, Gabon, Gambia, Germany, Georgia, Ghana, Gibraltar, Greece, Grenada, Guam, Hong Kong, Hungary, Iceland, Israel, Italy, Japan, Jordan, Liberia, Liechtenstein, Lithuania, Luxembourg, Macau, Malawi, Maldives, Malta, Mauritius, Monaco, Mozambique, Netherlands, New Zealand, Niue, Northern Mariana Islands, Norway, Oman, Poland, Portugal, Puerto Rico, Qatar, Romania, Rwanda, Samoa, San Marino, Seychelles, Singapore, Slovakia, Slovenia, Solomon Islands, South Africa, South Korea, Spain, Sri Lanka, St Kitts & Nevis, St Lucia, St Maarten (Dutch), St Vincent & Grenadines, Suriname, Swaziland, Sweden, Switzerland, Taiwan, Tonga, Trinidad & Tobago, United States of America, Uruguay, Virgin Islands (US) and Zambia

(c) Group 2 Countries

Turkey, Nigeria, Angola, Kenya, Vietnam, Bhutan & Papua New Guinea.  

 

 

 

Automatic Funding Limit

United Kingdom, Ireland, the Isle of Man and the Channel Islands:

£250,000

 

Other Countries: £250,000

 

Client to give notice of No

assignment to Customers

Start Date (or Commencement 9 th February 2018

Date)

Concentration Percentage 20 per cent subject to Special Term 8 (b)

Debtor Currencies Sterling , Euro, United States Dollars & Australian Dollars

 

Debt Turn

United Kingdom, Ireland, the Isle of Man and the Channel Islands: 47 days  


 

Other Countries 47 days       

Facility Limit £ 11,500,000 subject to Special Term 8 (b) and 8 (c)

 

Law

English law governs this Agreement

 

Minimum Term

12 months

 

Non-Notifiable Debt

The following categories are added to the definition of Non-Notifiable Debt in the Terms & Conditions:

None

Notice Period 3 Months

Prepayment Currencies Sterling, Euro, United States Dollars & Australian Dollars

 

Prepayment Percentage

90 per cent in respect of Permanent Placements (as defined in Special Term 8 (d))

90 per cent in respect of placements where a hire is placed with the Client’s customer on a temporary basis

Reduction Percentage N/A

 

Standard Payment Terms

United Kingdom, Ireland, the Isle of Man and the Channel Islands: Not exceeding net 60 days from the date of invoice

 

Other countries:  Not exceeding net 90 days from date of invoice

4. Pricing

Allowance Margin 2.50 per cent

Arrangement Fee Nil

 

Credit Protection Charge

0.141 per cent

 

Discounting Margin

1.80 per cent

Facility Review Fee Nil

 

Minimum Annual Charge

N/A

 

Same Day Payment Fee

(a) For Sterling payments nil for each requested payment by CHAPS, TT or any other  same day payment service to an HSBC Bank plc account held and administered in the United Kingdom;

 

(b) For payments in currencies other than Sterling a charge of £4.00, or the relevant currency equivalent, shall apply for each requested payment by CHAPS, TT or any other same day payment service to an HSBC Bank plc account held and administered in the United Kingdom; and

(c) For payments in Sterling and any other currencies a charge of £4.00, or the relevant currency equivalent, shall apply for each requested payment by CHAPS, TT or any other same day payment service (excluding the Faster Payment Service) to any other bank account

 

Service Charge

Fixed £45,000 per annum

 

Other fees and charges may be payable in certain circumstances in accordance with the Terms & Conditions including, but not limited to, Variation Fees.

5. Credit Protection (CP)

Automatic CP Limit £5,000


 

 

CP Percentage

United Kingdom, Ireland, the Isle of Man and the Channel Islands:  100 per cent

 

Other countries:  90 per cent

 

First Loss United Kingdom, Ireland, the Isle of Man and the Channel Islands: £1,000

Other countries:  £1,000

Unprotected Debts at Start Any Debt which is unpaid 60 days or more after the due date for

Date payment and any other Debts of the same Customer

6. CovenantsTesting Day

Debt Turn Covenant N/A Final day of each calendar month

Dilution Percentage N/A Final day of each calendar month

Dispute Percentage N/A Final day of each calendar month

Tangible Net Worth Covenant N/A

7. Security required at Start Date

Fixed and Floating Charge

Guarantee between the Client and others

8. Special terms

8 (a) (i) For the purposes of this Agreement the Connected Clients are the Client and

The JM Group (IT Recruitment) Limited – Registered Number:  02979206 and Longbridge Recruitment 360Limited – Registered Number:  06745176.

 

(ii)

After the Commencement Date HIF may in its discretion:

 

(a)

agree to enter into an agreement for the purchase of debts with a person and add that Associates as a Connected Client; and

 

(b)

agree to terminate an agreement for the purchase of debts with a Connected Client

 

(iii)

An Associate will become or cease to be a Connected Client on the date that HIF confirms the names of the Connected Clients to the Client and the other Connected Clients.

 

(iv)

HIF may, at its discretion treat the occurrence of a Termination Event under an agreement for the purchase of debts entered into between HIF and a Connected Client (each a “Connected Agreement”) as a Termination Event under the Agreement.

 


8 (b) The following definitions replace those in Condition 32:

 

Concentration Limit at any time, the maximum value of all outstanding Debts payable by a single Customer to all Connected Clients that HIF will consider to be Eligible Debts calculated by applying the Concentration Percentage to the aggregate value of all outstanding Eligible Debts of all Connected Clients

 

Facility Limit: the maximum aggregate value of Prepayments that the Connected Clients may take from HIF at any time, being the amount specified as such in each Connected Agreement.

 

8 (c) The maximum amount of Prepayments that the Client may take from HIF at any one time shall be £8,500,000.

 

8 (d)

HIF shall only be obliged to treat Debts payable by Customers of the Connected Clients in respect of the provision of Permanent Placements as Eligible Debts to the extent that they, in aggregate, do not exceed 20 per cent of the aggregate amount of all Eligible Debts payable by Customers of the Connected Clients at any one time.

 

“Permanent Placement” means a placement where a hire is placed with the Client’s customer directly on a permanent basis.

 

8 (e) Condition 11 (Covenants) of the standard terms and conditions shall not apply to this Agreement.

 

8 (f) Debt Turn as a key performance indicator:

On the final day of each month commencing on the date of this Agreement onwards, the Client confirms that the Debt Turn will not exceed 47 days.

 

8 (g)

The Client undertakes that other than in the ordinary course it will not, without HIF’s written consent (not to be unreasonably withheld or delayed) transfer, repatriate or otherwise dispose of cash to Staffing 360 Solutions Inc or to any other US company owned by (either directly or indirectly) Staffing 360 Solutions Inc. (collectively, “Staffing 360”).  For purposes of this clause, “ordinary course” transfers shall be understood to mean (i) reimbursement for expenses made by Staffing 360 on behalf of the Client and (ii) any payments made for the purposes of satisfying the obligations associated with the Promissory Note between Longbridge Recruitment 360 Limited and Staffing 360 Solutions Inc.. Consent requests must be (i) delivered in writing to HIF not less than 7 working days prior to the date of the proposed transfer of cash and (ii) accompanied by an Approved Spreadsheet in respect of that proposed transfer of cash..

 


For the purpose of this provision, Approved Spreadsheet means a spreadsheet in the form agreed between HIF and the Client demonstrating the amount of cash to be transfer to Staffing 360 Solutions Inc (and or another US company).

 

8 (h)

Notwithstanding any other term of this Agreement, if the Client fails to satisfy the Debt Turn key performance indicator in accordance with paragraph 8 (f) above, the Client shall discuss with HIF whether or not any changes need to be made to this Agreement taking into consideration the extent of the breach of the Debt Turn key performance indicator.

 

8 (i)

The Debt Turn key indicator specified in Paragraph 8 (f) of the Schedule shall be calculated on an aggregate basis in respect of the Connected Clients.

 

8 (j)

In relation to Condition 2, HIF and the Client agree that Debts shall be Notified by the Client every 31 days.

 

8 ( k )

In addition to the undertakings given by the Client in Condition 13, the Client also undertakes:

 

(i)

To ensure that:

 

(A)

where necessary, the Client and/or the Customer possess all licences required to export/import the relevant goods; and

 

(B)

the Client and the Customer comply with all laws and/or regulations applicable to the import or export of the relevant goods including, but not limited to, any exchange control regulations; and

 

(ii)

To provide HIF, each year, with a declaration (“Annual Declaration”) of the Client’s total sales to Customers located in each Approved Country in a form specified by HIF, for the period of 12 months (or part thereof) ending 31 March (or for such other period as HIF may specify from time to time).  Such declaration to be supplied to HIF within 30 days of the end of the relevant period.

 

8 ( l )

Where a Credit Protection Limit is expressed in a currency other than that in which the Debt payable by the relevant Customer is expressed and/or the currency in which the purchase price is payable, then for the purposes of calculating any CP Payment payable by HIF to the Client under the provisions of Condition 8.4, the Spot Rate of Exchange on the date of payment shall be used.  Any gains or losses, resulting from fluctuation in exchange rates will be for the account of the Client.

 

8 ( m )

HIF will not provide Credit Protection in respect of any particular Debt if:

 

(i)

the Debt arose after any expiry date notified by HIF to the Client in respect of the relevant Credit Protection Limit; or


 

(ii)

there has been any breach by the Client of any term specified by HIF in this Agreement or otherwise in writing as being a condition of its approval of the relevant Credit Protection Limit

The provisions of this special term are in addition to, and not in replacement of, the provisions of Condition 8.2.

8 ( n )

For the purposes of Condition 8.2 (f) events of “Force Majeure” shall include

(i) the ionising, radioactive, toxic, explosive or other hazardous or contaminating

properties or effects of any explosive nuclear assembly or component thereto, nuclear fuel, combustion or waste; and

(ii) where goods are to be despatched to, or payment is to be made from, a country

other than that in which the Customer is located, any event preventing or delaying the issue of a remittance from such third country.

 

8 (o) Condition 17 (Recourse and Reassignment) of the standard terms and conditions shall not apply to this Agreement.

 

8 (p) This Agreement is in succession to the Factoring Agreement between HIF and the Client which commenced on the 30 th January 2009 (“the Old Agreement”). HIF and the Client agree that the Old Agreement shall terminate upon the Commencement Date of this Agreement, but all the rights and obligations of HIF and the Client in relation to the receivables purchased by HIF pursuant to the Old Agreement shall remain subject to the terms of the Old Agreement.

    

HSBC Invoice Finance (UK) Limited is, at the date of this Agreement, a member of the Asset Based Finance Association (“ABFA”) and abides by its terms of membership. Under its Memorandum of Association, publicly filed at Companies House, ABFA is not a public regulatory authority and has no financial or other responsibility to anyone arising out of the actions and dealings of its members. The ABFA has provided and/or will provide a Code of Conduct, guidance and a complaints procedure each of which can be viewed on its website at www.ABFA.org.uk

Exhibit 10.2

AGREEMENT FOR THE PURCHASE OF DEBTS

Date: 8 th February 2018

BETWEEN

(1) HSBC Invoice Finance (UK) Limited ( HIF ); and

(2) The JM Group (IT Recruitment) Limited (Company Registration Number 02979206 ) ( Client ).

This Agreement for the Purchase of Debts, its Schedule and the Terms & Conditions (03/15 Edition) together comprise the entire agreement between the parties as amended from time to time ( Agreement ). Capitalised terms are defined in this Agreement.

HIF recommends that the Client seeks independent legal advice before entering into this Agreement.

1. PRODUCTS SELECTED & START DATE

HIF agrees to provide the Client with the Product(s) selected in the Schedule from the Start Date for the Client’s working capital needs on the terms of this Agreement. HIF will confirm the Start Date to the Client after all pre-commencement conditions have been met (or waived or postponed by HIF) and HIF will complete the Start Date in the Schedule.

2. ASSIGNMENT

On the Start Date, the Client assigns all Existing Debts, Future Debts and Non-Notifiable Debts to HIF (as beneficial owner in relation to Northern Irish Debts). Each Debt created after the Start Date automatically and immediately belongs to HIF. HIF is not obliged to reassign a Debt to the Client.

3. POWER OF ATTORNEY

3.1

The Client, by way of security, irrevocably appoints HIF, and any person to whom HIF transfers rights and/or obligations under this Agreement (with full power of substitution and delegation), to act on the Client's behalf to (a) sign any deeds and documents, (b) complete or endorse any instruments, (c) conduct or defend any proceedings and (d) take such other steps that HIF considers necessary to obtain payment or perfect HIF's ownership of any Debt or to secure performance of any of the Client's obligations to HIF or any Customer.

3.2

Where the Client is acting as trustee under any Scottish Trust then the words "on its own account and as trustee under any Scottish Trust" are inserted after the word "security" in clause 3.1.

IN WITNESS of which this Agreement has been executed and, on the date set out above, delivered as a deed.

Executed as a deed, but not delivered until the )

first date specified on page 1, by: )

Richard Corthine )

as Attorney of )

HSBC INVOICE FINANCE (UK) LIMITED )

in the presence of a witness: )Signature /s/ Richard Corthine

Attorney

Witness signature /s/ LJ Bristow Witness name Linda Jane Bristow

 

Witness address

: HSBC Invoice Finance (UK) Ltd, Farncombe Road, Worthing, West Sussex BN11 2BW

Address for service: HSBC Invoice Finance (UK) Ltd, Farncombe Road, Worthing, West Sussex BN11 2BW



 

Executed as a deed, but not delivered until the )

first date specified on page 1, by )

The JM Group (IT Recruitment) Limited )

by a director in the presence of a witness: )

Signature /s/ Brendan Flood

Name (block capitals) BRENDAN FLOOD

Director

Witness signature /s/ Katherine Hughes

Witness name KATHERINE HUGHES

(block capitals)

Witness address [REDACTED]…….......

……………………….......

……………………….......

OR

Executed as a deed, but not delivered until the )

first date specified on page 1, by )

The JM Group (IT Recruitment) Limited )

by two directors or by)

one director and the secretary: )

Signature…………………….

Name (block capitals) …………………

Director

Signature …………………….

Name (block capitals) …………………

Director/Secretary



COPY RESOLUTION

(to be certified by the signature of the Chairman of the meeting of the directors at which the resolution was passed)

Company No. 02979206

The JM Group (IT Recruitment) Limited ("Company")

1.

The Chairman reported that notice of the meeting had been given to all those persons entitled to receive notice and, a quorum being present, the Chairman declared the meeting open.

2.

There was produced to the meeting a form of agreement for the purchase of debts together with its schedule and accompanying Standard Terms and Conditions to be entered into between HSBC Invoice Finance (UK) Limited ( “HIF” ) and the Company (the "Agreement" ).

3.

After giving consideration to the requirements set out in sections 171 to 177 of the Companies Act 2006, it was unanimously agreed that the entry into and execution of the Agreement was in the commercial interest of and for the benefit of the Company and was most likely to promote the success of the Company for the benefit of its members as a whole.

4.

After careful consideration by the directors of the terms of the Agreement and of the nature and scale of the liabilities undertaken by the Company under the Agreement, it was unanimously resolved that:

 

(a)

it was, in the good faith judgment of all the directors present, for the commercial benefit of the Company and was most likely to promote the success of the Company for the benefit of its members as a whole to enter into the Agreement;

 

(b)

the terms of and the transactions contemplated by the Agreement be approved;

 

(c)

the Agreement should be executed on behalf of the Company as a deed;

 

(d)

any two directors, or any director and the company secretary, or any director in the presence of an attesting witness ( “Authorised Signatories” ) be authorised to execute and deliver the Agreement as a deed for and on behalf of the Company and that (in either case) the same may be delivered to HIF with such amendments as the Authorised Signatories may agree with HIF;

 

(e)

any one or more authorised signatory (as defined in section 44(3) of the Companies Act 2006) be authorised to approve and execute any further documents, certificates and notices to be signed and/or despatched by the Company under or in connection with the Agreement; and

 

(f)

a copy of this resolution be endorsed on the Agreement.

 

Certified a true copy of this Resolution:

 

 

__ /s/ Brendan Flood ___________________ __ Brendan Flood _______________________

Signature of Chairman of board meeting Print Name of Chairman of board meeting

 



 

THE SCHEDULE

1. Client particulars

Nature of business Provision of personnel

Principal place of business 3A London Wall Buildings, London Wall, London, EC2M 5SY

2. Product(s) selected

Credit Management No

Credit Protection Yes

Finance Yes

3. Commercial terms

 

Approved Countries

(a) United Kingdom, Ireland, the Isle of Man and the Channel Islands

 

(b) Group 1 Countries

American Samoa, Andorra, Anguilla, Armenia, Australia, Austria, Barbados, Belgium, Benin, Bermuda, Botswana, Brazil, Burkina Faso, Bulgaria, Canada, Cameroon, Chile, China, Croatia, Curacao, Cyprus, Czech Republic, Denmark, Djibouti, Estonia, Finland, Fiji, France, Gabon, Gambia, Germany, Georgia, Ghana, Gibraltar, Greece, Grenada, Guam, Hong Kong, Hungary, Iceland, Israel, Italy, Japan, Jordan, Liberia, Liechtenstein, Lithuania, Luxembourg, Macau, Malawi, Maldives, Malta, Mauritius, Monaco, Mozambique, Netherlands, New Zealand, Niue, Northern Mariana Islands, Norway, Oman, Poland, Portugal, Puerto Rico, Qatar, Romania, Rwanda, Samoa, San Marino, Seychelles, Singapore, Slovakia, Slovenia, Solomon Islands, South Africa, South Korea, Spain, Sri Lanka, St Kitts & Nevis, St Lucia, St Maarten (Dutch), St Vincent & Grenadines, Suriname, Swaziland, Sweden, Switzerland, Taiwan, Tonga, Trinidad & Tobago, United States of America, Uruguay, Virgin Islands (US) and Zambia

 

 

Automatic Funding Limit

United Kingdom, Ireland, the Isle of Man and the Channel Islands:

£250,000

 

Other Countries: Zero

 

Client to give notice of No

assignment to Customers

Start Date (or Commencement 9 th February 2018

Date)

Concentration Percentage 20 per cent subject to Special Term 8 (b)

Debtor Currencies Sterling Euro

 

Debt Turn

United Kingdom, Ireland, the Isle of Man and the Channel Islands: 47 days    

 

Other Countries 47 days

    

Facility Limit £ 11,500,000 subject to Special Term 8 (b) and 8 (c)


 

Law

English law governs this Agreement

 

Minimum Term

12 months

 

Non-Notifiable Debt

The following categories are added to the definition of Non-Notifiable Debt in the Terms & Conditions:

None

Notice Period 3 Months

Prepayment Currencies Sterling Euro

 

Prepayment Percentage

90 per cent in respect of Permanent Placements (as defined in Special Term 8 (d))

90 per cent in respect of placements where a hire is placed with the Client’s customer on a temporary basis

Reduction Percentage N/A

 

Standard Payment Terms

United Kingdom, Ireland, the Isle of Man and the Channel Islands: Not exceeding net 60 days from date of invoice

 

Other countries:  Not exceeding net 90 days from date of invoice

4. Pricing

Allowance Margin 2.50 per cent

Arrangement Fee Nil

 

Credit Protection Charge

0.141 per cent

 

Discounting Margin

1.80 per cent

Facility Review Fee Nil

 

Minimum Annual Charge

N/A

 

Same Day Payment Fee

(a) For Sterling payments nil for each requested payment by CHAPS, TT or any other  same day payment service to an HSBC Bank plc account held and administered in the United Kingdom;

 

(b) For payments in currencies other than Sterling a charge of £4.00, or the relevant currency equivalent, shall apply for each requested payment by CHAPS, TT or any other same day payment service to an HSBC Bank plc account held and administered in the United Kingdom; and

(c) For payments in Sterling and any other currencies a charge of £4.00, or the relevant currency equivalent, shall apply for each requested payment by CHAPS, TT or any other same day payment service (excluding the Faster Payment Service) to any other bank account

 

Service Charge

Nil  

Other fees and charges may be payable in certain circumstances in accordance with the Terms & Conditions including, but not limited to, Variation Fees.

5. Credit Protection (CP)

Automatic CP Limit £5,000

 

 

CP Percentage

United Kingdom, Ireland, the Isle of Man and the Channel Islands:  100 per cent

 

Other countries:  90 per cent


 

First Loss United Kingdom, Ireland, the Isle of Man and the Channel Islands: £1,000

Other countries:  £1,000

Unprotected Debts at Start Any Debt which is unpaid 60 days or more after the due date for

Date payment and any other Debts of the same Customer

6. CovenantsTesting Day

Debt Turn Covenant N/A Final day of each calendar month

Dilution Percentage N/A Final day of each calendar month

Dispute Percentage N/A Final day of each calendar month

Tangible Net Worth Covenant N/A

7. Security required at Start Date

Fixed and Floating Charge

Guarantee between the Client and others

8. Special terms

8 (a) (i) For the purposes of this Agreement the Connected Clients are the Client and

CBS Butler Limited – Registered Number:  01654251 and

Longbridge Recruitment 360 Limited – Registered Number:  06745176.

 

(ii)

After the Commencement Date HIF may in its discretion:

 

(a)

agree to enter into an agreement for the purchase of debts with a person and add that Associates as a Connected Client; and

 

(b)

agree to terminate an agreement for the purchase of debts with a Connected Client

 

(iii)

An Associate will become or cease to be a Connected Client on the date that HIF confirms the names of the Connected Clients to the Client and the other Connected Clients.

 

(iv)

HIF may, at its discretion treat the occurrence of a Termination Event under an agreement for the purchase of debts entered into between HIF and a Connected Client (each a “Connected Agreement”) as a Termination Event under the Agreement.

 

8 (b) The following definitions replace those in Condition 32:

 

Concentration Limit at any time, the maximum value of all outstanding Debts payable by a single Customer to all Connected Clients that HIF will consider to be Eligible Debts calculated by applying the Concentration Percentage to the aggregate value of all outstanding Eligible Debts of all Connected Clients


 

Facility Limit: the maximum aggregate value of Prepayments that the Connected Clients may take from HIF at any time, being the amount specified as such in each Connected Agreement.

 

8 (c) The maximum amount of Prepayments that the Client may take from HIF at any one time shall be £2,500,000.

 

8 (d)

HIF shall only be obliged to treat Debts payable by Customers of the Connected Clients in respect of the provision of Permanent Placements as Eligible Debts to the extent that they, in aggregate, do not exceed 20 per cent of the aggregate amount of all Eligible Debts payable by Customers of the Connected Clients at any one time.

 

“Permanent Placement” means a placement where a hire is placed with the Client’s customer directly on a permanent basis.

 

8 (e) Condition 11 (Covenants) of the standard terms and conditions shall not apply to this Agreement.

 

8 (f) Debt Turn as a key performance indicator:

On the final day of each month commencing on the date of this Agreement onwards, the Client confirms that the Debt Turn will not exceed 47 days.

 

8 (g)

The Client undertakes that other than in the ordinary course it will not, without HIF’s written consent (not to be unreasonably withheld or delayed) transfer, repatriate or otherwise dispose of cash to Staffing 360 Solutions Inc or to any other US company owned by (either directly or indirectly) Staffing 360 Solutions Inc. (collectively, “Staffing 360”).  For purposes of this clause, “ordinary course” transfers shall be understood to mean (i) reimbursement for expenses made by Staffing 360 on behalf of the Client and (ii) any payments made for the purposes of satisfying the obligations associated with the Promissory Note between Longbridge Recruitment 360 Limited and Staffing 360 Solutions Inc.. Consent requests must be (i) delivered in writing to HIF not less than 7 working days prior to the date of the proposed transfer of cash and (ii) accompanied by an Approved Spreadsheet in respect of that proposed transfer of cash.

 

For the purpose of this provision, Approved Spreadsheet means a spreadsheet in the form agreed between HIF and the Client demonstrating the amount of cash to be transfered to Staffing 360 Solutions Inc (and or another US company).

 

8 (h)

Notwithstanding any other term of this Agreement, if the Client fails to satisfy the Debt Turn key


performance indicator in accordance with paragraph 8 (f) above, the Client shall discuss with HIF whether or not any changes need to be made to this Agreement taking into consideration the extent of the breach of the Debt Turn key performance indicator.

 

8 (i)

The Debt Turn key indicator specified in Paragraph 8 (f) of the Schedule shall be calculated on an aggregate basis in respect of the Connected Clients.

8 (j)

In relation to Condition 2, HIF and the Client agree that Debts shall be Notified by the Client every 31 days.

 

8 ( k )

In addition to the undertakings given by the Client in Condition 13, the Client also undertakes:

 

(i)

To ensure that:

 

(A)

where necessary, the Client and/or the Customer possess all licences required to export/import the relevant goods; and

 

(B)

the Client and the Customer comply with all laws and/or regulations applicable to the import or export of the relevant goods including, but not limited to, any exchange control regulations; and

 

(ii)

To provide HIF, each year, with a declaration (“Annual Declaration”) of the Client’s total sales to Customers located in each Approved Country in a form specified by HIF, for the period of 12 months (or part thereof) ending 31 March (or for such other period as HIF may specify from time to time).  Such declaration to be supplied to HIF within 30 days of the end of the relevant period.

 

8 ( l )

Where a Credit Protection Limit is expressed in a currency other than that in which the Debt payable by the relevant Customer is expressed and/or the currency in which the purchase price is payable, then for the purposes of calculating any CP Payment payable by HIF to the Client under the provisions of Condition 8.4, the Spot Rate of Exchange on the date of payment shall be used.  Any gains or losses, resulting from fluctuation in exchange rates will be for the account of the Client.

 

8 ( m )

HIF will not provide Credit Protection in respect of any particular Debt if:

 

(i)

the Debt arose after any expiry date notified by HIF to the Client in respect of the relevant Credit Protection Limit; or

 

(ii)

there has been any breach by the Client of any term specified by HIF in this Agreement or otherwise in writing as being a condition of its approval of the relevant Credit Protection Limit

The provisions of this special term are in addition to, and not in replacement of, the provisions of Condition 8.2.

 

8 ( n )

For the purposes of Condition 8.2 (f) events of “Force Majeure” shall include


(i) the ionising, radioactive, toxic, explosive or other hazardous or contaminating

properties or effects of any explosive nuclear assembly or component thereto, nuclear fuel, combustion or waste; and

(ii) where goods are to be despatched to, or payment is to be made from, a country

other than that in which the Customer is located, any event preventing or delaying the issue of a remittance from such third country.

 

8 (o) Condition 17 (Recourse and Reassignment) of the standard terms and conditions shall not apply to this Agreement.

 

HSBC Invoice Finance (UK) Limited is, at the date of this Agreement, a member of the Asset Based Finance Association (“ABFA”) and abides by its terms of membership. Under its Memorandum of Association, publicly filed at Companies House, ABFA is not a public regulatory authority and has no financial or other responsibility to anyone arising out of the actions and dealings of its members. The ABFA has provided and/or will provide a Code of Conduct, guidance and a complaints procedure each of which can be viewed on its website at www.ABFA.org.uk

Exhibit 10.3

AGREEMENT FOR THE PURCHASE OF DEBTS

Date: 8 th February 2018

BETWEEN

(1) HSBC Invoice Finance (UK) Limited ( HIF ); and

(2) Longbridge Recruitment 360 Ltd (Company Registration Number 06745176 ) ( Client ).

This Agreement for the Purchase of Debts, its Schedule and the Terms & Conditions (03/15 Edition) together comprise the entire agreement between the parties as amended from time to time ( Agreement ). Capitalised terms are defined in this Agreement.

HIF recommends that the Client seeks independent legal advice before entering into this Agreement.

1. PRODUCTS SELECTED & START DATE

HIF agrees to provide the Client with the Product(s) selected in the Schedule from the Start Date for the Client’s working capital needs on the terms of this Agreement. HIF will confirm the Start Date to the Client after all pre-commencement conditions have been met (or waived or postponed by HIF) and HIF will complete the Start Date in the Schedule.

2. ASSIGNMENT

On the Start Date, the Client assigns all Existing Debts, Future Debts and Non-Notifiable Debts to HIF (as beneficial owner in relation to Northern Irish Debts). Each Debt created after the Start Date automatically and immediately belongs to HIF. HIF is not obliged to reassign a Debt to the Client.

3. POWER OF ATTORNEY

3.1

The Client, by way of security, irrevocably appoints HIF, and any person to whom HIF transfers rights and/or obligations under this Agreement (with full power of substitution and delegation), to act on the Client's behalf to (a) sign any deeds and documents, (b) complete or endorse any instruments, (c) conduct or defend any proceedings and (d) take such other steps that HIF considers necessary to obtain payment or perfect HIF's ownership of any Debt or to secure performance of any of the Client's obligations to HIF or any Customer.

3.2

Where the Client is acting as trustee under any Scottish Trust then the words "on its own account and as trustee under any Scottish Trust" are inserted after the word "security" in clause 3.1.

IN WITNESS of which this Agreement has been executed and, on the date set out above, delivered as a deed.

Executed as a deed, but not delivered until the )

first date specified on page 1, by: )

Richard Corthine )

as Attorney of )

HSBC INVOICE FINANCE (UK) LIMITED )

in the presence of a witness: )Signature /s/ Richard Corthine

Attorney

Witness signature /s/ LJ Bristow Witness name Linda Jane Bristow

 

Witness address

: HSBC Invoice Finance (UK) Ltd, Farncombe Road, Worthing, West Sussex BN11 2BW

Address for service: HSBC Invoice Finance (UK) Ltd, Farncombe Road, Worthing, West Sussex BN11 2BW



 

Executed as a deed, but not delivered until the )

first date specified on page 1, by )

Longbridge Recruitment 360 Ltd )

by a director in the presence of a witness: )

Signature /s/ Brendan Flood

Name (block capitals) BRENDAN FLOOD

Director

Witness signature /s/ Katherine Hughes

Witness name KATHERINE HUGHES

(block capitals)

Witness address [REDACTED]…….......

……………………….......

……………………….......

OR

Executed as a deed, but not delivered until the )

first date specified on page 1, by )

Longbridge Recruitment 360 Ltd )

by two directors or by)

one director and the secretary: )

Signature…………………….

Name (block capitals) …………………

Director

Signature …………………….

Name (block capitals) …………………

Director/Secretary



COPY RESOLUTION

(to be certified by the signature of the Chairman of the meeting of the directors at which the resolution was passed)

Company No. 06745176

Longbridge Recruitment 360 Ltd ("Company")

1.

The Chairman reported that notice of the meeting had been given to all those persons entitled to receive notice and, a quorum being present, the Chairman declared the meeting open.

2.

There was produced to the meeting a form of agreement for the purchase of debts together with its schedule and accompanying Standard Terms and Conditions to be entered into between HSBC Invoice Finance (UK) Limited ( “HIF” ) and the Company (the "Agreement" ).

3.

After giving consideration to the requirements set out in sections 171 to 177 of the Companies Act 2006, it was unanimously agreed that the entry into and execution of the Agreement was in the commercial interest of and for the benefit of the Company and was most likely to promote the success of the Company for the benefit of its members as a whole.

4.

After careful consideration by the directors of the terms of the Agreement and of the nature and scale of the liabilities undertaken by the Company under the Agreement, it was unanimously resolved that:

 

(a)

it was, in the good faith judgment of all the directors present, for the commercial benefit of the Company and was most likely to promote the success of the Company for the benefit of its members as a whole to enter into the Agreement;

 

(b)

the terms of and the transactions contemplated by the Agreement be approved;

 

(c)

the Agreement should be executed on behalf of the Company as a deed;

 

(d)

any two directors, or any director and the company secretary, or any director in the presence of an attesting witness ( “Authorised Signatories” ) be authorised to execute and deliver the Agreement as a deed for and on behalf of the Company and that (in either case) the same may be delivered to HIF with such amendments as the Authorised Signatories may agree with HIF;

 

(e)

any one or more authorised signatory (as defined in section 44(3) of the Companies Act 2006) be authorised to approve and execute any further documents, certificates and notices to be signed and/or despatched by the Company under or in connection with the Agreement; and

 

(f)

a copy of this resolution be endorsed on the Agreement.

 

Certified a true copy of this Resolution:

 

 

__ /s/ Brendan Flood ___________________ __ Brendan Flood _______________________

Signature of Chairman of board meeting Print Name of Chairman of board meeting

 



 

THE SCHEDULE

1. Client particulars

Nature of business Provision of personnel

Principal place of business 3A London Wall Buildings, London Wall, London, EC2M 5SY

2. Product(s) selected

Credit Management No

Credit Protection Yes

Finance Yes

3. Commercial terms

 

Approved Countries

United Kingdom, Ireland, the Isle of Man and the Channel Islands

 

 

 

Automatic Funding Limit

United Kingdom, Ireland, the Isle of Man and the Channel Islands:

£250,000

 

Other Countries: Zero

 

Client to give notice of No

assignment to Customers

Start Date (or Commencement 9 th February 2018

Date)

Concentration Percentage 20 per cent subject to Special Term 8 (b)

Debtor Currencies Sterling

 

Debt Turn

United Kingdom, Ireland, the Isle of Man and the Channel Islands: 50 days        

Facility Limit £ 11,500,000 subject to Special Term 8 (b) and 8 (c)

 

Law

English law governs this Agreement

 

Minimum Term

12 months

 

Non-Notifiable Debt

The following categories are added to the definition of Non-Notifiable Debt in the Terms & Conditions:

None

Notice Period 3 Months

Prepayment Currencies Sterling

 

Prepayment Percentage

90 per cent in respect of Permanent Placements (as defined in Special Term 8 (d))

 

90 per cent in respect of placements where a hire is placed with the Client’s customer on a temporary basis

Reduction Percentage N/A

 

Standard Payment Terms

United Kingdom, Ireland, the Isle of Man and the Channel Islands: Not exceeding net 60 days from invoice date

4. Pricing

Allowance Margin 2.50 per cent

Arrangement Fee Nil


 

Credit Protection Charge

0.141 per cent

 

Discounting Margin

1.80 per cent

Facility Review Fee Nil

 

Minimum Annual Charge

N/A

 

Same Day Payment Fee

(a) For Sterling payments nil for each requested payment by CHAPS, TT or any other  same day payment service to an HSBC Bank plc account held and administered in the United Kingdom;

 

(b) For payments in currencies other than Sterling a charge of £4.00, or the relevant currency equivalent, shall apply for each requested payment by CHAPS, TT or any other same day payment service to an HSBC Bank plc account held and administered in the United Kingdom; and

(c) For payments in Sterling and any other currencies a charge of £4.00, or the relevant currency equivalent, shall apply for each requested payment by CHAPS, TT or any other same day payment service (excluding the Faster Payment Service) to any other bank account

 

Service Charge

Nil  

Other fees and charges may be payable in certain circumstances in accordance with the Terms & Conditions including, but not limited to, Variation Fees.

5. Credit Protection (CP)

Automatic CP Limit £5,000

 

CP Percentage 100 per cent

First Loss £1,000

Unprotected Debts at Start Any Debt which is unpaid 60 days or more after the due date for

Date payment and any other Debts of the same Customer

6. CovenantsTesting Day

Debt Turn Covenant N/A Final day of each calendar month

Dilution Percentage N/A Final day of each calendar month

Dispute Percentage N/A Final day of each calendar month

Tangible Net Worth Covenant N/A

7. Security required at Start Date

Fixed and Floating Charge

Guarantee between the Client and others

8. Special terms

8 (a) (i) For the purposes of this Agreement the Connected Clients are the Client and

CBS Butler Limited – Registered Number:  01654251 and

The JM Group (IT Recruitment) Limited – Registered Number:  02979206.

 

(ii)

After the Commencement Date HIF may in its discretion:


 

(a)

agree to enter into an agreement for the purchase of debts with a person and add that Associates as a Connected Client; and

 

(b)

agree to terminate an agreement for the purchase of debts with a Connected Client

 

(iii)

An Associate will become or cease to be a Connected Client on the date that HIF confirms the names of the Connected Clients to the Client and the other Connected Clients.

 

(iv)

HIF may, at its discretion treat the occurrence of a Termination Event under an agreement for the purchase of debts entered into between HIF and a Connected Client (each a “Connected Agreement”) as a Termination Event under the Agreement.

 

8 (b) The following definitions replace those in Condition 32:

 

Concentration Limit at any time, the maximum value of all outstanding Debts payable by a single Customer to all Connected Clients that HIF will consider to be Eligible Debts calculated by applying the Concentration Percentage to the aggregate value of all outstanding Eligible Debts of all Connected Clients

 

Facility Limit: the maximum aggregate value of Prepayments that the Connected Clients may take from HIF at any time, being the amount specified as such in each Connected Agreement.

 

8 (c) The maximum amount of Prepayments that the Client may take from HIF at any one time shall be £1,000,000.

 

8 (d)

HIF shall only be obliged to treat Debts payable by Customers of the Connected Clients in respect of the provision of Permanent Placements as Eligible Debts to the extent that they, in aggregate, do not exceed 20 per cent of the aggregate amount of all Eligible Debts payable by Customers of the Connected Clients at any one time.

 

“Permanent Placement” means a placement where a hire is placed with the Client’s customer directly on a permanent basis.

 

8 (e) Condition 11 (Covenants) of the standard terms and conditions shall not apply to this Agreement.

 

8 (f) Debt Turn as a key performance indicator:

On the final day of each month commencing on the date of this Agreement onwards, the Client confirms that the Debt Turn will not exceed 50 days.

 

8 (g)

The Client undertakes that other than in the ordinary course it will not, without HIF’s written consent


(not to be unreasonably withheld or delayed) transfer, repatriate or otherwise dispose of cash to Staffing 360 Solutions Inc or to any other US company owned by (either directly or indirectly) Staffing 360 Solutions Inc. (collectively, “Staffing 360”).  For purposes of this clause, “ordinary course” transfers shall be understood to mean (i) reimbursement for expenses made by Staffing 360 on behalf of the Client and (ii) any payments made for the purposes of satisfying the obligations associated with the Promissory Note between the Client and Staffing 360 Solutions Inc.. Consent requests must be (i) delivered in writing to HIF not less than 7 working days prior to the date of the proposed transfer of cash and (ii) accompanied by an Approved Spreadsheet in respect of that proposed transfer of cash.

 

For the purpose of this provision, Approved Spreadsheet means a spreadsheet in the form agreed between HIF and the Client demonstrating the amount of cash to be transfer to Staffing 360 Solutions Inc (and or another US company).

 

8 (h)

Notwithstanding any other term of this Agreement, if the Client fails to satisfy the Debt Turn key performance indicator in accordance with paragraph 8 (f) above, the Client shall discuss with HIF whether or not any changes need to be made to this Agreement taking into consideration the extent of the breach of the Debt Turn key performance indicator.

 

8 (i)

The Debt Turn key indicator specified in Paragraph 8 (f) of the Schedule shall be calculated on an aggregate basis in respect of the Connected Clients.

 

8 (j)

In relation to Condition 2, HIF and the Client agree that Debts shall be Notified by the Client every 31 days.

 

8 ( k )

In addition to the undertakings given by the Client in Condition 13, the Client also undertakes:

 

(i)

To ensure that:

 

(A)

where necessary, the Client and/or the Customer possess all licences required to export/import the relevant goods; and

 

(B)

the Client and the Customer comply with all laws and/or regulations applicable to the import or export of the relevant goods including, but not limited to, any exchange control regulations; and

 

(ii)

To provide HIF, each year, with a declaration (“Annual Declaration”) of the Client’s total sales to Customers located in each Approved Country in a form specified by HIF, for the period of 12 months (or part thereof) ending 31 March (or for such other period as HIF may specify from time to time).  Such declaration to be supplied to HIF within 30 days of the end of the relevant period.

 


8 ( l )

Where a Credit Protection Limit is expressed in a currency other than that in which the Debt payable by the relevant Customer is expressed and/or the currency in which the purchase price is payable, then for the purposes of calculating any CP Payment payable by HIF to the Client under the provisions of Condition 8.4, the Spot Rate of Exchange on the date of payment shall be used.  Any gains or losses, resulting from fluctuation in exchange rates will be for the account of the Client.

 

8 ( m )

HIF will not provide Credit Protection in respect of any particular Debt if:

 

(i)

the Debt arose after any expiry date notified by HIF to the Client in respect of the relevant Credit Protection Limit; or

 

(ii)

there has been any breach by the Client of any term specified by HIF in this Agreement or otherwise in writing as being a condition of its approval of the relevant Credit Protection Limit

The provisions of this special term are in addition to, and not in replacement of, the provisions of Condition 8.2.

 

8 ( n )

For the purposes of Condition 8.2 (f) events of “Force Majeure” shall include

(i) the ionising, radioactive, toxic, explosive or other hazardous or contaminating

properties or effects of any explosive nuclear assembly or component thereto, nuclear fuel, combustion or waste; and

(ii) where goods are to be despatched to, or payment is to be made from, a country

other than that in which the Customer is located, any event preventing or delaying the issue of a remittance from such third country.

 

8 (o )

Condition 17 (Recourse and Reassignment) of the standard terms and conditions shall not apply to this Agreement.

 

HSBC Invoice Finance (UK) Limited is, at the date of this Agreement, a member of the Asset Based Finance Association (“ABFA”) and abides by its terms of membership. Under its Memorandum of Association, publicly filed at Companies House, ABFA is not a public regulatory authority and has no financial or other responsibility to anyone arising out of the actions and dealings of its members. The ABFA has provided and/or will provide a Code of Conduct, guidance and a complaints procedure each of which can be viewed on its website at www.ABFA.org.uk

Exhibit 99.1

 

Staffing 360 Solutions Announces Refinancing of UK Financing Facilities

 

Enters Into £11,500,000 Asset-Backed Lending Facility with HSBC

 

February 12, 2018 – Staffing 360 Solutions, Inc. (Nasdaq: STAF), a company executing an international buy-and-build strategy through the acquisition of staffing organizations in the United States and in the United Kingdom, today announced that it has signed an agreement to enter an Invoice Financing facility with HSBC Invoice Finance UK Ltd (“HSBC”) to cover its three business units in the United Kingdom.

 

In line with management’s emphasis on improving the financial health of the Company, this new arrangement replaces the existing agreements on materially more favorable terms:

 

 

o

Facility Limit of £11,500,000 ($16,000,000)

 

o

Advance rates against eligible invoices of 90%

 

o

The arrangement will be subject to the usual cross company guarantees between the UK legal entities and customary financial reporting and monitoring

 

o

The agreement covers Longbridge Recruitment 360, The JM Group, and the most recent acquisition of CBSbutler

 

“As I have stated before, Fiscal 2017 was a transformative year for the Company and we are very pleased to start the new year with the completion of another major refinancing following those that we completed in the United States in September,” said Brendan Flood, Chairman and Chief Executive Officer of Staffing 360 Solutions.  “HSBC has been a great partner to CBSbutler over the years and now, with a larger offering from them, we are looking forward to the wider UK business enjoying the same level of service and relationship, at a significantly improved overall cost.”

 

David Faiman, Chief Financial Officer, added, “As with the recent material changes in the U.S. we have been working diligently on this transaction for some time. With the completion of the CBSbutler acquisition, we needed to ensure that our UK business was placed on a sound financial footing. The terms of the transaction are very attractive to us and the team at HSBC have impressed us at every stage of the process.”

 

Simon Smith, HSBC Regional Director, Global Trade and Receivables Finance, said: “We are delighted to support Staffing 360 Solutions with a new funding facility for its three UK businesses. We look forward to seeing the business develop further in 2018 .”


 

More information about Staffing 360 Solutions, including investor materials, presentations, white papers, and webcasts, can be found at:

www.staffing360solutions.com/res.html .  

 

About Staffing 360 Solutions, Inc.

 

Staffing 360 Solutions, Inc. (Nasdaq: STAF) is a public company in the staffing sector engaged in the execution of an international buy-and-build strategy through the acquisition of domestic and international staffing organizations in the United States and in the United Kingdom.  The Company believes that the staffing industry offers opportunities for accretive acquisitions that will drive its annual revenues to $500 million.  As part of its targeted consolidation model, the Company is pursuing acquisition targets in the finance and accounting, administrative, engineering, IT, and light industrial staffing space.  For more information, please visit: www.staffing360solutions.com .

 

Follow Staffing 360 Solutions on Facebook , LinkedIn and Twitter .

 

Non-GAAP Financial Measures

 

Staffing 360 Solutions uses financial measures which are not calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”) in evaluating its financial and operational decision making regarding potential acquisitions, as well as a means to evaluate period-to period comparison. The Company presents these non-GAAP financial measures because it believes them to be an important supplemental measure of performance that is commonly used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

 

Forward-Looking Statements

 

This press release contains forward-looking statements, which may be identified by words such as "expect," "look forward to," "anticipate" "intend," "plan," "believe," "seek," "estimate," "will," "project" or words of similar meaning.  Although Staffing 360 Solutions, Inc. believes such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained.  Actual results may vary materially from those expressed or implied by the statements herein, including the goal of achieving annualized revenues of $500 million, due to the Company’s ability to successfully raise sufficient capital on reasonable terms or at all, to consummate additional acquisitions, to successfully integrate newly acquired companies, to organically grow its business, to successfully defend potential future litigation, changes in local or national economic conditions, the ability to comply with contractual covenants, including in respect of its debt, as well as various additional risks, many of which are now unknown and generally out of the Company’s control, and which are detailed from time to time in reports filed by the Company with the SEC, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K.  Staffing 360 Solutions does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law.

 


 

Contacts:

 

Staffing 360 Solutions, Inc.

Brendan Flood, Chairman and Chief Executive Officer

brendan.flood@staffing360solutions.com / +1 (646) 507-5715

 

David Faiman, Chief Financial Officer

info@staffing360solutions.com / +1 ( 646) 507-5711

 

Investor Relations:

The Equity Group, Inc.

Lena Cati

lcati@equityny.com / +1 (212) 836-9611

 

Devin Sullivan

dsullivan@equityny.com / +1 (212) 836-9608