TIDMPHSC 
 
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                               01622 717700 
Stephen King 
www.phsc.plc.uk 
 
 
Sanlam Securities UK Limited           020 7628 2200 
(Nominated adviser and broker) 
Lindsay Mair/James Thomas 
 
 
 
END

(END) Dow Jones Newswires

December 14, 2015 02:01 ET (07:01 GMT)

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