PHSC Phsc Plc

 
TIDMPHSC 
 
25 November 2014 
 
PHSC PLC 
 
Acquisition Earn-out Payment 
 
PHSC plc ("the Group"), a leading provider of health, safety, hygiene and 
environmental consultancy services and security solutions to the public and 
private sectors, is pleased to confirm the earn-out payment arrangement in 
respect of its purchase of B to B Links Limited (B2B). 
 
A final payment amount of GBP458,243 has been agreed with the vendors. This will 
bring the total cash payment for the transaction to GBP1,081,867. By agreement 
with the vendors, who are still engaged in a part-time consultancy capacity 
within the business, a pre-payment of GBP120,000 in cash was made in July 2014 
and the balance will be paid in cash by instalments that conclude on 31 
December 2014. 
 
The entire issued share capital of B2B was purchased on 30 September 2012. A 
combined sum of GBP623,444 in cash was paid on completion and at the first 
anniversary, along with the issue of 145,189 Ordinary Shares in PHSC plc. It 
should be noted that the cash payment included GBP28,444 for certain assets that 
were acquired by B2B via their profit and loss account and were held at nil 
book value. Cash was purchased GBP for GBP and remaining assets on the balance 
sheet were purchased at fair value. 
 
A final payment of between GBP120,000 and GBP800,000 was provided for in the Share 
Purchase Agreement, such amount to be varied up or down according to a formula 
that compared EBITDA at the time of completion with the average performance 
over the two years post-acquisition. Based on this calculation, an additional GBP 
208,243 of profit-share became payable after agreed adjustments and reflects 
the considerable increase in profits generated by B2B since it became a member 
of the Group. 
 
B to B Links Limited offers innovative retail security solutions including 
electronic tagging, labelling and CCTV. The growing client portfolio includes 
many high street retailers including national fashion chains and department 
stores. 
 
For further information please contact: 
 
PHSC plc 
Stephen King 01622 717700 
Stephen.king@phsc.co.uk 
www.phsc.plc.uk 
 
Northland Capital Partners Limited 
(Nominated Adviser & Broker) 
Gavin Burnell / Edward Hutton 020 7382 1100 
John Howes / Alice Lane (Broking) 
 
 
 
END 
 

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