Ultrasis Plc Regulatory News (ULT)

Ultrasis Plc ("Ultrasis" or the "Company")

Proposed acquisition of Screenetics UK Ltd,

Proposed issue of equity and

Notice of General Meeting

The Company is pleased to announce that it has conditionally entered into an agreement to acquire the entire issued share capital of Screenetics for a maximum consideration of £4,800,000, the initial cash element of which is to be funded by a subscription for 42,837,838 Ordinary Shares for an aggregate subscription price of £570,600 by Mr Bell, a substantial shareholder in the Company.

Ultrasis's stated strategy is to expand its range of products, add to the skill sets of its personnel, develop new areas of expertise and increase its turnover through the acquisition of companies with complementary offerings to its own. Screenetics is based in Milton Keynes and is a supplier of health and wellbeing services to the corporate sector, private organisations and the general public. Screenetics' management accounts for the year ended 31 July 2013 reported profit before tax of approximately £91,000 on turnover of £467,000.

Both the Acquisition and the Subscription are conditional on the approval of the Resolutions by Shareholders. The Board will today post a circular to Shareholders, convening a general meeting of the Company to be held at 2.00pm on 4 October 2013 at the offices of finnCap, 60 New Broad Street, London EC2M 1JJ.

Proposed Acquisition

Subject to approval of the Resolutions, the Company will acquire Screenetics for an initial consideration of approximately £570,600 in cash and the issue of Ordinary Shares to the value of approximately £380,400, subject to adjustment to provide that Screenetics is acquired on a net cash/net debt basis, with further consideration of up to £3,849,000 dependent on Screenetics' performance in the period following the Acquisition, payable as follows:

i) following completion, and subject to adjustment, up or down, approximately £570,600 in cash and approximately £380,400 in new Ultrasis Shares

ii) after the audited accounts for Screenetics for the financial year ending on 31 July 2014 have been approved by the Board, an amount equal to 6 times the pre-tax profits achieved in that financial year (2014 PTP) less the Initial Consideration, 66.67% to be paid in Ultrasis Shares, with the balance payable in cash unless there is insufficient cash in Screenetics and the sellers of Screenetics elect to take further Ultrasis Shares equivalent to the amount of the shortfall

iii) after the audited accounts for Screenetics for the financial year ending on 31 July 2015 have been approved by the Board, an amount equal to 1 times the pre-tax profits achieved in that financial year, less 1 times the 2014 PTP, subject to a cap of £1.2 million, payable in Ultrasis Shares.

Subscription

In order to finance the cash element of the Acquisition, the Company has entered into a conditional subscription agreement with Mr Bell, a holder of approximately 20.64% of the Company's issued share capital, whereby Mr Bell will subscribe for 42,837,838 new Ultrasis Shares at a price of 1.332 pence per Ultrasis Share. The aggregate subscription price for the new Ultrasis Shares will be £570,600 and following completion of the Acquisition and the Subscription, Mr Bell will hold a total of 397,870,166 Ordinary Shares, representing approximately 22.21% of the issued share capital of the Company at Admission. Mr Bell also provided £350,000 by way of a convertible loan note as announced on 29 January 2013. On a fully diluted basis Mr Bell will hold approximately 27.28% of the fully diluted Enlarged Share Capital. The Subscription is conditional on the passing of the Resolutions and on admission of the first tranche of Initial Consideration Shares to trading on AIM becoming effective in accordance with AIM Rules. The proceeds of the Subscription will be used by the Company to meet the cash part of the Initial Consideration payable for the Acquisition.

Voting undertakings

Ultrasis has received irrevocable undertakings to vote in favour of the Resolutions at the General Meeting in relation to a total of 501,664,638 Ordinary Shares representing 29.17% of the current issued share capital of the Company. This includes an irrevocable undertaking from Paul Bell in respect of 355,032,328 Ordinary Shares (representing approximately 20.64% of the current issued share capital of the Company) and from the Independent Directors in respect of 14,271,528 Ordinary Shares (representing approximately 0.83% of the current issued share capital of the Company).

Related Party Transaction

The subscription by Mr Bell, as described above, constitutes a related party transaction under the AIM Rules due to the significant shareholding of Mr Bell. Dan Bate was appointed to the Board to represent Mr Bell's interests and is therefore not deemed to be an Independent Director.

The Independent Directors being Gerald Malone, John Smith, Michael Mills and Dr Charlie Martin, who have been so advised by the Company's nominated adviser, finnCap, believe that the terms of the Subscription are fair and reasonable so far as the Shareholders are concerned.

An application will be made for the Subscription Shares and the Initial Consideration Shares to be admitted to trading on AIM. The new Ordinary Shares will rank pari passu with existing Ordinary Shares. It is expected that admission of the Subscription Shares and the first tranche of the Initial Consideration Shares will be become effective at 8.00 am on 10 October 2013.

Recommendation

The Independent Directors consider that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and the Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings, representing 0.83% of the issued share capital of the Company.

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DEFINITIONS

The following definitions apply in the above announcement unless the context requires otherwise: