Placing and Trading Update
27 September 2013
PHSC plc
(the "Company" or the "Group")
Placing and Trading Update
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 announce that the Company has conditionally
raised £520,000 before expenses through a placing of 2,080,000 new Ordinary
Shares of 10p each (the "Placing Shares") at a price of 25p per Placing Share
(the "Placing"). The Placing was oversubscribed, primarily taken up by
institutional investors, and included Director participation. The Placing
Shares represent approximately 16 per cent. of the enlarged issued share
capital.
Trading update
Management accounts for the first five months of the Company's financial year
(unaudited), covering the period to end August 2013, show sales of £3,088,000
and EBITDA of £233,300. The comparative period for last year showed sales of £
1,766,000 and EBITDA of £50,700.
Use of proceeds
The net proceeds of the Placing are expected to amount to £482,000 and will be
used as additional working capital to fund the continued growth of the Group.
Directors' participation in the Placing
Stephen King, Chairman and Chief Executive Officer, and Nicola Coote, Executive
Director have respectively invested £25,000 and £15,000 in cash in the Placing.
The table below sets out the interests of the Directors in the issued Ordinary
Shares before and after the Placing.
As at the date of this Immediately following
announcement Admission
Ordinary Shares % of issued Ordinary % of issued
share Shares share capital
capital
Stephen King 3,103,100 29.26 3,203,100 25.25
Nicola Coote 3,084,342 29.08 3,144,342 24.79
Graham Webb 19,500 0.18 19,500 0.15
Michael _ _ _ _
Miller
The participation of Stephen King and Nicola Coote in the Placing is deemed a
related party transaction under the AIM Rules for Companies. Graham Webb and
Michael Miller, having consulted with Northland Capital Partners Limited, the
Company's Nominated Adviser, consider that the terms of the participation of
Stephen King and Nicola Coote in the Placing are fair and reasonable insofar as
the shareholders of the Company are concerned.
The Placing
The issue of the Placing Shares is conditional on Admission. Application has
been made for admission of the Placing Shares to trading on AIM ("Admission").
Admission is expected to occur at 8.00 am on 1 October 2013. The Placing Shares
will be issued credited as fully paid and will rank pari passu in all respects
with the existing Ordinary Shares, including the right to receive all dividends
and other distributions declared on or after the date on which they are issued.
Warrant issue
In connection with the Placing, the Company has granted Northland Capital
Partners Limited warrants to subscribe for 100,000 new Ordinary Shares at 45p
per share exercisable at any time for a period of two years following
Admission.
Total voting rights
Following Admission, the Company's enlarged issued share capital will comprise
12,686,348 Ordinary Shares. The Company does not hold any shares in treasury.
Therefore, the total number of Ordinary Shares with voting rights is
12,686,348. This figure 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 FCA's Disclosure and Transparency Rules.
CEO Stephen King, commenting on the Placing, said: "After factoring in the
stage payments related to our two most recent acquisitions, the board felt that
it was appropriate to seek additional working capital. The purpose of the
funding is to enable the continued growth of the Group, and to reduce our
reliance on financing assistance available through our bank. As can be seen
from the trading update above, the Group continues to trade profitably and
ahead of the position last year. The consequences of the increased activity
include higher stock levels, additional work in progress, and a larger debtor
register. With this new funding in place we are confident that we can overcome
the cash flow constraints that have been impacting the business. On behalf of
the board I thank our investors for the confidence they have shown in us, and
look forward to justifying their support through performance."
For further information on PHSC plc, please visit www.phsc.plc.ukor contact:
PHSC plc
Stephen King 01622 717700
Northland Capital Partners Limited
Gavin Burnell / Edward Hutton 020 7796 8800
John Howes / Alice Lane
About PHSC
PHSC plc, through its trading subsidiaries Personnel Health & Safety
Consultants Ltd, RSA Environmental Health Ltd, Adamson's Laboratory Services
Ltd, QCS International Ltd, Inspection Services (UK) Ltd and Quality Leisure
Management Ltd provides a range of health, safety, hygiene, environmental and
quality systems consultancy and training services to organisations across the
UK. B to B Links Ltd offers innovative retail security solutions including
tagging, labelling and CCTV.