PHSC Regulatory News (PHSC)

25 November 2014 PHSC PLC Acquisition Earn-out Payment PHSC plc ("the Group"), a leading provider of health, safety, hygiene andenvironmental consultancy services and security solutions to the public andprivate sectors, is pleased to confirm the earn-out payment arrangement inrespect of its purchase of B to B Links Limited (B2B). A final payment amount of £458,243 has been agreed with the vendors. This willbring the total cash payment for the transaction to £1,081,867. By agreementwith the vendors, who are still engaged in a part-time consultancy capacitywithin the business, a pre-payment of £120,000 in cash was made in July 2014and the balance will be paid in cash by instalments that conclude on 31December 2014. The entire issued share capital of B2B was purchased on 30 September 2012. Acombined sum of £623,444 in cash was paid on completion and at the firstanniversary, along with the issue of 145,189 Ordinary Shares in PHSC plc. Itshould be noted that the cash payment included £28,444 for certain assets thatwere acquired by B2B via their profit and loss account and were held at nilbook value. Cash was purchased £ for £ and remaining assets on the balancesheet were purchased at fair value. A final payment of between £120,000 and £800,000 was provided for in the SharePurchase Agreement, such amount to be varied up or down according to a formulathat compared EBITDA at the time of completion with the average performanceover the two years post-acquisition. Based on this calculation, an additional £208,243 of profit-share became payable after agreed adjustments and reflectsthe considerable increase in profits generated by B2B since it became a memberof the Group. B to B Links Limited offers innovative retail security solutions includingelectronic tagging, labelling and CCTV. The growing client portfolio includesmany high street retailers including national fashion chains and departmentstores. For further information please contact: PHSC plcStephen King 01622 717700Stephen.king@phsc.co.ukwww.phsc.plc.uk Northland Capital Partners Limited(Nominated Adviser & Broker)Gavin Burnell / Edward Hutton 020 7382 1100John Howes / Alice Lane (Broking)