(“PHSC”, the “Company” or the “Group”)
COMPLETION OF ACQUISITION
Further to its announcement on 30 August 2012, the Company is pleased to confirm that it has today completed the acquisition of B to B Links Limited (“B2B”) (the “Acquisition”). Consideration for the Acquisition was satisfied via a cash payment of GBP303,444 at completion, a further cash payment of GBP320,000 falls due on the first anniversary, and a final cash payment on the second anniversary of between GBP120,000 and GBP800,000 subject to B2B performance over the period since completion. Cash and other assets of B2B will be purchased at fair value based on the completion accounts.
The initial consideration is GBP28,444 higher than envisaged at the time Heads of Agreement were announced and this is due to payment for certain existing assets that were acquired by B2B via their profit and loss account and are presently shown at nil book value. The Company is satisfied that the price paid represents fair value for those assets. The cap on the final earn-out payment due two years after completion of the Acquisition has been raised by mutual agreement to GBP800,000.
The Company has also issued 145,189 new ordinary shares of PHSC to the vendors of B2B, such shares to be subject to a 12 month lock-in agreement. Application will be made for the 145,189 new ordinary shares to be admitted to trading on AIM, with admission expected to take place at 8.00 a.m on 4 October 2012.
Following Admission, the Company’s enlarged issued share capital will comprise 10,606,348 ordinary shares with voting rights. The Company does not hold any shares in treasury. This figure of 10,606,348 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA’s Disclosure and Transparency Rules.
For further information please contact:
Stephen King 01622 717700
Northland Capital Partners Limited 020 7796 8800
Gavin Burnell / Edward Hutton
Alice Lane (Broking)