Acquisition Earn-out Payment

25 November 2014

PHSC PLC

Acquisition Earn-out Payment

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 the 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:

PHSC plc
Stephen King 01622 717700
[e-mail]
www.phsc.plc.uk

Northland Capital Partners Limited
(Nominated Adviser & Broker)
Gavin Burnell / Edward Hutton 020 7382 1100
John Howes / Alice Lane (Broking)