Business
Heads of Agreement Signed
Heads of Agreement Signed.
About this update from Phsc Plc
[{"type":"text","content":"\n \n\nPHSC PLC (\"the Company\")\n\nHeads of Agreement signed for acquisition\n\nPHSC is pleased to announce that it has signed Heads of Agreement in respect of the acquisition by\nPHSC plc of Guardian Water Treatment Limited (\"Guardian\").\n\nGuardian is an air and water hygiene specialist, was established in 2000 and operates from its base in\nEssex.\n\nAir hygiene services include surveys, mechanical cleaning, biocidal disinfection, ductwork and kitchen\nextract cleaning, and air quality monitoring. Water hygiene activities include a full range of\nLegionella risk assessment and controls such as tank disinfection and cleaning, a full range of water\ntreatment services, and the supply of associated chemicals.\n\nTurnover of Guardian for the year to 31 March 2007 was £2.1m, which generated pre-tax profits of\n£263,000.\n\nSubject to agreement of all parties and satisfactory conclusion of due diligence by PHSC, completion\nis scheduled for the third quarter of PHSC's accounting period ie the period ending 31 December 2007.\n\nAfter a suitable handover period on terms to be agreed, the present Managing Director, Mark Hobson,\nwill leave the company and it is envisaged that Guardian will continue to be run by the existing\nsenior management team.\n\nThe maximum purchase price is £2.15m (including a side agreement for the purchase of freehold property\nbased on current property values) and comprises payment on completion of £900,000, a further\nunconditional payment of £400,000 on the first anniversary of completion, a bonus payment on the\nsecond anniversary of completion of £200,000 on the basis that the adjusted earnings before interest\nand tax (EBIT) for the trading year to 31 March 2009 reaches a minimum of £400,000. This payment will\nbe adjusted £ for £ on the amount that EBIT is above or below that figure subject to a minimum payment\nof £50,000 and a maximum payment of £400,000. The Company will make a formal commitment to purchase\nthe business property at fair market value (as advised by an independent valuer) within an agreed\nperiod after completion. This property is currently valued at £450,000.\n\nThe effect of adding Guardian to the PHSC plc group of companies will be to further expand the range\nof services offered. As there is very little overlap in terms of the client base, there are\nopportunities to cross-se...