ULT Ultrasis

TIDMULT

RNS Number : 4081B

Ultrasis PLC

04 March 2014

Ultrasis plc ("Ultrasis" or "the Company)

Public Sector contract win and additional funding

Ultrasis the provider of healthcare and wellness services is pleased to announce that it has secured a major three year public sector contract (the "New Contract") through its recently acquired Screenetics business. The detailed terms of the New Contract are deemed confidential due to the nature of the contract but the following material details can be released:

Outline terms of the New Contract:

   --    The contract  term is for a minimum of 3 years 

-- The Board expects the New Contract to involve the assessment of over 80,000 people over the 3 year period

-- There is no minimum contract value although the Board believes the potential value to Ultrasis to be in excess of GBP8,000,000 over the term of the New Contract

   --    The Board expect the New Contract  to generate income to the Ultrasis group from July 2014 

-- The services to be provided by Ultrasis under the New Contract will be delivered initially from 10 locations in England

-- Subject to certain conditions, the New Contract has the potential for volume to be increased during the term and extended by a further year

-- The New Contract requires Ultrasis to deliver its services to a very specific timescale, quality standards and outcomes

Additional Funding

This substantial New Contract also requires additional working capital to fund the establishment of significant infrastructure during the set-up period and to ensure that employees are delivering to an established quality framework. The Company's largest shareholder, Paul Bell, who holds 22.2% of the issued ordinary share capital, has today signed a non-transferable GBP450,000 convertible debt facility (the "Convertible Debt Facility" or "CDF"), the terms of which are:

-- the CDF (to the extent drawn down) together with a premium of 100% of the amount drawn down, will be convertible into Ordinary Shares (either in full or in tranches), at any time at Mr Bell's request at a price per ordinary share in the capital of the Company ("Ordinary Share") equal to 1.03 pence, being the mid-market price of an Ordinary Share on the business day immediately preceding the entering into of the CDF

   --    the CDF has a 0% coupon 
   --    the CDF is unsecured 
   --    the CDF is for a fixed terms of two years 

-- any amount drawn down under the CDF which remains unconverted at the end of the term is repayable at a 10% premium

-- any conversion of the CDF will be subject to Mr Bell not being able to increase his percentage holding in the Company (on a fully diluted basis) beyond 29.9% if such conversion would trigger a mandatory offer under the provisions of the Takeover Code.

In addition, Mr Bell has agreed that all amounts of interest owing to him (or which become owed to him) under existing other loan facilities he has with the Company will be rolled up into the principal amount of those loans in order to reduce the short term cash working capital requirements of the Company during the periods whilst those loans remain outstanding.

Related Party Transaction

The CDF made available by Mr Bell, as described above, constitutes a related party transaction under the AIM Rules due to the significant shareholding of Mr Bell. Dan Bate was appointed to the Board to represent Mr Bell's interests and is therefore not deemed to be an Independent Director.

The Independent Directors being Gerald Malone, John Smith, Michael Mills and Dr Charlie Martin, who have been so advised by the Company's nominated adviser, finnCap, believe that the terms of the CDF are fair and reasonable so far as the Shareholders are concerned.

Chief Executive John Smith said, "We are delighted to be chosen to provide this major public sector contract over the next three years and will begin the set up phase immediately. The nature of the contract requires us to keep much of the information confidential but we are very well placed to maximise the benefits of delivering to the standards required and I am confident we can secure further business from this contract during this period." He added "The contract will require us to immediately scale up our services and invest in the infrastructure required to deliver these assessments, the Group now has sufficient resources available to achieve this and we thank Mr Bell for his continued support. We anticipate the services going live in April 2014 and the contract delivering income to the Ultrasis Group by July 2014."

Media enquiries:

For all enquiries relating to Ultrasis please contact

 
Ultrasis plc                 Tel: +44 (0) 20 7535 
                              2050 
John Smith, Chief Executive 
 
finnCap Limited              Tel: +44 (0) 20 7220 
                              0500 
Geoff Nash/Simon Hicks 
 
JBP Public Relations         Tel: +44 (0) 11 7907 
                              3400 
Chris Lawrance 
 

Notes to Editors:

Ultrasis is a healthcare company with core expertise in health, psychology, software development and programme management. We deliver a range of healthcare products to the consumer, the NHS, the corporate sector and other healthcare providers in the UK and Internationally. Ultrasis was the first company to offer computerised products based on Cognitive Behavioural Therapy (CBT) and interactive multimedia, and is still the world leader in this field.

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