14 December 2015
PHSC plc
("PHSC", the "Company" or the
"Group")
Acquisition of SG
Systems (UK) Limited
The Company is pleased to announce that on Friday 11 December 2015 it completed the acquisition of
SG Systems (UK) Limited (“SG”).
SG is a growing anti-theft solutions and merchandising company
that provides a range of security products and services to large
national, key regional and independent retailers across the UK,
Europe and the USA. Their core business is the prevention of
stock loss through the use of electronic article surveillance
(“EAS”) and product display merchandising protection, designed
specifically for the protection of numerous product groups.
SG is a recognised high end service provider with a number of
industry related accreditations and awards. They work with a
variety of retail markets, including electrical, apparel, pharmacy,
DIY, grocery supermarkets and department stores. SG also offers
radio-frequency identification (RFID) systems, CCTV and
customer-counting products. Unaudited financial results for the
year to 30 September 2015 show
revenues of GBP1,732,189 and loss
before tax of GBP51,222 and, after
adjustment for exceptional items, EBITDA of approximately
GBP 150,000. SG had net assets of
GBP236,388 as of 30 September 2015.
Consideration for the acquisition comprises a cash payment of
GBP275,000 on completion along with
the issue of 100,000 new Ordinary Shares of 10p each of PHSC plc
(“Acquisition Shares”). A further cash payment of GBP200,000 falls due on the first anniversary and
a final cash payment falls due on the second anniversary. The final
payment is a nominal GBP75,000 and is
capped in a range of GBP25,000-GBP375,000 with the actual sum
determined by a formula that relates to SG’s performance over the
period since completion.
This acquisition strengthens the Group’s presence in the retail
security tagging sector, a market we first entered through the
purchase of B to B Links Limited (B2B) in 2012.
Although SG and B2B will continue to carry out business as
separate entities, they will work alongside each other to maximise
the potential synergies. Colin
Warnock, Managing Director of B2B, will take on
responsibility for SG. Colin will be supported by SG’s outgoing
directors who have all committed to remaining with the business in
various capacities.
Application will be made for the Acquisition Shares to be
admitted to trading on AIM. Admission is expected to become
effective and dealings are expected to commence on AIM on
18 December 2015. Following admission
of the Acquisition Shares, the Company will have 13,086,348
Ordinary Shares in issue. The Acquisition Shares will
rank pari passu with the existing issued Ordinary
Shares.
For further information please contact:
PHSC plc
Stephen King
www.phsc.plc.uk
|
01622 717700 |
Sanlam Securities UK
Limited (Nominated adviser and broker)
Lindsay Mair/James Thomas |
020 7628 2200 |