PHSC Regulatory News (PHSC)

31 Dec 2009 10:08

31 December 2009

PHSC plc, the Aylesford-based provider of health, safety and environmental services to corporate and public sector clients, is pleased to announce the successful completion of the purchase of the entire share capital of Quality Leisure Management Ltd.

Established in 1990, Quality Leisure Management Ltd (QLM) provides a wide range of services principally to the sport and leisure management sector. QLM have been industry leaders in developing standards in partnership with professional bodies such as the Institute of Sport and Recreational Management, and offer a number of assessment verification services. A particular strength is the company's QLM Leisuresafe brand that provides certification and accreditation within the sport, leisure and hospitality industry.

With 80% of QLM's business related to health and safety management, this acquisition enables PHSC plc to extend its range of services and gain exposure to a new client base.

In the 2009 calendar year QLM achieved adjusted pre-tax profits of around 100,000 on income of 825,000 according to management accounts that are unaudited but have been substantiated as part of the due diligence process.

A consideration of 200,000 has been paid in cash on completion for the goodwill of the business. A total of 105,954 new Ordinary Shares of PHSC plc have been allotted and issued to the vendors as part of the consideration, in addition to the cash payment. Application has been made for these shares to be admitted to trading on AIM and it is expected that trading will occur on 7 January 2009. Approximately 40,000 of non-cash assets will be purchased at fair value and cash assets will be purchased at par. A further unconditional consideration of 200,000 is payable on 31 December 2010. Provided that QLM achieve pre-tax profits that average 100,000 for each of the two years immediately following acquisition, a bonus payment of 100,000 will also be payable. This figure is adjusted, for up or down, according to performance against the target, but is capped at a maximum of 200,000. All the above payments will be funded entirely from PHSC plc's existing cash reserves.

Peter Mills, founder-director of QLM, continues in post as Managing Director and has committed to remaining with the company for a minimum of three years. All existing QLM personnel will stay in post, and the company will continue to operate from its leasehold premises in Northleach, Gloucestershire.

For further information, please contact:

PHSC plcStephen King 01622 717700Stephen.king@phsc.co.ukwww.phsc.plc.co.ukAstaire Securities plcGavin Burnell 020 7448 4400