Business
Acquisition(s)
Acquisition(s).
About this update from Phsc Plc
[{"type":"text","content":"\n \n31 December 2009\n\nPHSC plc, the Aylesford-based provider of health, safety and environmental\nservices to corporate and public sector clients, is pleased to announce the\nsuccessful completion of the purchase of the entire share capital of Quality\nLeisure Management Ltd.\n\nEstablished in 1990, Quality Leisure Management Ltd (QLM) provides a wide range\nof services principally to the sport and leisure management sector. QLM have\nbeen industry leaders in developing standards in partnership with professional\nbodies such as the Institute of Sport and Recreational Management, and offer a\nnumber of assessment verification services. A particular strength is the\ncompany's QLM Leisuresafe brand that provides certification and accreditation\nwithin the sport, leisure and hospitality industry.\n\nWith 80% of QLM's business related to health and safety management, this\nacquisition enables PHSC plc to extend its range of services and gain exposure\nto a new client base.\n\nIn the 2009 calendar year QLM achieved adjusted pre-tax profits of around £\n100,000 on income of £825,000 according to management accounts that are\nunaudited but have been substantiated as part of the due diligence process.\n\nA consideration of £200,000 has been paid in cash on completion for the\ngoodwill of the business. A total of 105,954 new Ordinary Shares of PHSC plc\nhave been allotted and issued to the vendors as part of the consideration, in\naddition to the cash payment. Application has been made for these shares to be\nadmitted to trading on AIM and it is expected that trading will occur on 7\nJanuary 2009. Approximately £40,000 of non-cash assets will be purchased at\nfair value and cash assets will be purchased at par. A further unconditional\nconsideration of £200,000 is payable on 31 December 2010. Provided that QLM\nachieve pre-tax profits that average £100,000 for each of the two years\nimmediately following acquisition, a bonus payment of £100,000 will also be\npayable. This figure is adjusted, £ for £ up or down, according to performance\nagainst the target, but is capped at a maximum of £200,000. All the above\npayments will be funded entirely from PHSC plc's existing cash reserves.\n\nPeter Mills, founder-director of QLM, continues in post as Managing Director\nand has committed to remaining with the company for a minimum of ...