31 December 2009
PHSC plc, the Aylesford-based provider of health, safety and environmental
services to corporate and public sector clients, is pleased to announce the
successful completion of the purchase of the entire share capital of Quality
Leisure Management Ltd.
Established in 1990, Quality Leisure Management Ltd (QLM) provides a wide range
of services principally to the sport and leisure management sector. QLM have
been industry leaders in developing standards in partnership with professional
bodies such as the Institute of Sport and Recreational Management, and offer a
number of assessment verification services. A particular strength is the
company's QLM Leisuresafe brand that provides certification and accreditation
within the sport, leisure and hospitality industry.
With 80% of QLM's business related to health and safety management, this
acquisition enables PHSC plc to extend its range of services and gain exposure
to a new client base.
In the 2009 calendar year QLM achieved adjusted pre-tax profits of around £
100,000 on income of £825,000 according to management accounts that are
unaudited but have been substantiated as part of the due diligence process.
A consideration of £200,000 has been paid in cash on completion for the
goodwill of the business. A total of 105,954 new Ordinary Shares of PHSC plc
have been allotted and issued to the vendors as part of the consideration, in
addition to the cash payment. Application has been made for these shares to be
admitted to trading on AIM and it is expected that trading will occur on 7
January 2009. Approximately £40,000 of non-cash assets will be purchased at
fair value and cash assets will be purchased at par. A further unconditional
consideration of £200,000 is payable on 31 December 2010. Provided that QLM
achieve pre-tax profits that average £100,000 for each of the two years
immediately following acquisition, a bonus payment of £100,000 will also be
payable. This figure is adjusted, £ for £ up or down, according to performance
against the target, but is capped at a maximum of £200,000. All the above
payments will be funded entirely from PHSC plc's existing cash reserves.
Peter Mills, founder-director of QLM, continues in post as Managing Director
and has committed to remaining with the company for a minimum of three years.
All existing QLM personnel will stay in post, and the company will continue to
operate from its leasehold premises in Northleach, Gloucestershire.
For further information, please contact:
PHSC plc
Stephen King 01622 717700
Stephen.king@phsc.co.uk
www.phsc.plc.co.uk
Astaire Securities plc
Gavin Burnell 020 7448 4400
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