PHSC plc, the Aylesford-based provider of health, safety and environmental services to corporate and public sector clients, is pleased to announce that it has today signed an irrevocable agreement for the acquisition of the entire share capital of QCS International Limited (QCS). The acquisition will complete on 31 July 2012.
QCS is a company incorporated in Scotland, and was established in 1987. The company specialises in quality, environmental, and health and safety management systems and assists organisations by providing practical support and training in systems such as ISO 9001, ISO 14001, OHSAS 18001 and ISO 13485.
QCS achieved adjusted operating profits of approximately £100,000 in the year to April 2011 according to unaudited management accounts that have been substantiated as part of the due diligence process. The consideration payable in respect of the acquisition will be £160,000 in cash, together with the issue of 79,186 new ordinary shares in the capital of the Company at completion, £160,000 on the first anniversary and a final payment of between £40,000 and £80,000 two years after completion, subject to certain targets being achieved.
The cash and cash-equivalent net assets of QCS will be purchased £ for £ after the preparation of completion accounts. Application will be made to the London Stock Exchange for the 79,186 new ordinary shares to be admitted to trading on AIM, with admission expected to take place on 1 August 2012. Following admission of the new ordinary shares, PHSC will have a total of 10,461,159 ordinary shares in issue.
The acquisition of QCS will enable the Group to offer a number of new services. It will also help to expand the Scottish marketplace for the Group, in that QCS will be able to introduce all of the Company’s services to their existing clients.
One of the Company’s existing subsidiaries, Quality Leisure Management Limited (QLM), already has a strong client base in Scotland. While around 20 per cent. of QLM’s customers are in Scotland, clients are currently serviced from personnel based in England. The acquisition will enable QLM to run a satellite operation from QCS’ Scottish offices, and this close working relationship will have other synergistic advantages for the Group.
Rosalynne Shields, currently Commercial Director of QCS, has agreed to become Managing Director upon completion and to remain with QCS for a minimum of two years. She will replace Mike Izon, who will resign from the board and leave the company to pursue other interests. All other QCS personnel will stay in post, and the company will continue to operate from its leasehold premises in Cumbernauld.
For further information please contact:
Northland Capital Partners Limited
020 7796 8800
Gavin Burnell / Rod Venables
Katie Shelton (Broking)