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Ross Human Directions Limited (ASX:RHD), a leading recruitment and human resource management firm, has today announced its acquisition of technology, human resource outsourcing and top-tier recruitment company Spherion Group Limited in Asia Pacific, a subsidiary of US-based Spherion Corp (NYSE:SFN), for up to AUD$31 million.

This price consists of a $20 million upfront payment with a further $5 million payable on September 30, 2005. In addition, there is a further payment of up to $6 million payable based on the performance of the business in the 2005 fiscal year. Spherion Group has net tangible assets of $19 million represented by working capital.

The deal, the most notable acquisition by Ross Human Directions, doubles the organisation’s revenue to approximately $350 million per annum, broadens its geographic span and significantly enhances its product offerings to clients.

The acquisition is expected to be earnings per share accretive in year one.

Spherion Group employs around 250 people and has operations in 11 locations in Australia, Hong Kong, New Zealand and Singapore with a revenue base of approximately $170 million.

“Spherion Group has an excellent reputation in the industry, a solid and substantial customer base and highly qualified staff, which will be instrumental in growing the business,” said Julia Ross, Managing Director, Ross Human Directions Limited.

“This acquisition represents a significant consolidation step that will position Ross Human Directions as a major player in recruitment, technology and HR outsourcing in Australia, with further growth opportunities in the Asian region.

“With the size and position of the combined client base, there will be cross-leveraging opportunities in terms of product offerings and entry to new markets.”

Spherion’s management team is confident that the acquisition by the public-listed Ross Human Directions will offer stability and growth for the organisation.

“Ross Human Directions was the logical choice as buyer,” said Andrea Galloway, Chief Executive Officer of Spherion Group in Asia Pacific.

“Our management team is excited about the opportunity to provide enhanced services and solutions to our clients through our complementary suite of offerings with that of Ross Human Directions.”

Spherion Group will become a separate business division of Ross Human Directions Limited.

The acquisition will take effect from 26 June 2004.

The transaction has been funded through credit lines with National Australia Bank.

In order to take advantage of the market opportunities that this acquisition creates, Ross Human Directions intends to raise $12 million in new equity.

Jack Cowin, founder of the Hungry Jack’s restaurant chain, has subscribed for approximately 7.84 million shares at an issue price of 67 cents per share raising $5.25 million.

A second placement of approximately 5.60 million shares at an issue price of 67 cents per share will be made in late August raising $3.75 million, subject to shareholder approval of Julia Ross as an underwriter to this placement.

In addition, all shareholders will have the opportunity to increase their investment in the Company through a Share Purchase Plan aimed at raising $3 million at $0.67 per share. Further details of this Share Purchase Plan will be released shortly.

Ross Human Directions also wishes to provide guidance to the market that its likely net profit after tax for the twelve months to 30 June 2004 will be between $3.6 million to $3.8 million.

About Ross Human Directions:

Founded by Julia Ross in 1988, Ross Human Directions (formerly Julia Ross Recruitment) is an industry leader in recruitment and human resource solutions. In 2001, the company listed on the Australian Stock Exchange (ASX:RHD) and became the first solely owned company to list. Ross Human Directions provides a broad continuum of services under the brands Julia Ross hot! (support and call center), Ross hd (specialists and outsourcing) and Firstwater (executive and consultancy). The company is located Australia, United Kingdom and Ireland and employs over 200 full time staff.

Note: For the purposes of the placement to interests associated with Jack Cowin (being COROM Pty Ltd) and pursuant to Section 713(5) of the Corporations Act, the Company announces that it has no further information that would be required to be disclosed that would have a material effect on the price or value of the Company’s shares.

This announcement lifts the trading halt.

More information on Ross Human Directions Limited

More information on Ross Human Directions Ltd

Issued on behalf of Ross Human Directions Ltd, Level 2, 14 Martin Place, Sydney 2000 by Diane Moynihan.