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 earn-out payment arrangement in respect of its purchase of B to B Links Limited (B2B).
A final payment amount of £458,243 has been agreed with the vendors. This will bring the total cash payment for the transaction to £1,081,867. By agreement with the vendors, who are still engaged in a part-time consultancy capacity within the business, a pre-payment of £120,000 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 £623,444 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 £28,444 for certain assets that were acquired by B2B via their profit and loss account and were held at nil book value. Cash was purchased £ for £ and remaining assets on the balance sheet were purchased at fair value.
A final payment of between £120,000 and £800,000 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 £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:
Stephen King 01622 717700
Northland Capital Partners Limited
(Nominated Adviser & Broker)
Edward Hutton / Gavin Burnell / Lauren Kettle 020 7382 1100
John Howes / Alice Lane (Broking)