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betterhearing
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« on: June 26, 2009, 09:16:53 AM » |
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DHAIS Plc Acquisition of Hearsavers Funding Loan and Supply Agreement with Phonak Fourth acquisition significantly expands retail health operations DHAIS Plc ("DHAIS" or the "Company") (PLUS: DHAP), a UK leader in the marketing and retailing of hearing and mobility products, announces the completion of the acquisition of the Hearsavers business from Hearsavers Limited, a national hearing aid company in administration. Hearsavers comprised 57 hearing aid "pods" installed in Matalan stores across the UK which consisted of modern hearing test facilities geared towards providing good value digital hearing aids. Based in Southport and with close links with the Head Offices of Matalan, Hearsavers employed 12 full-time and 1 part time qualified hearing aid dispensers. The acquisition consideration was GBP 100,000 payable in cash of which GBP 2,000 was for stock. Goodwill of GBP 30,997 was included in the acquisition price, and GBP 67,003 paid for fixtures, fittings, equipment and customer records. A further GBP 150,000 of goodwill payments are likely to be paid to creditors of the business in order to ensure a smooth transition. Hearsavers achieved turnover of GBP 1.5 million in the year to 31 March 2009 but suffered a loss of GBP 500k. The Directors believe that following the acquisition, a restructuring programme under the DHAIS formula will rejuvenate the business and bring it to profitability. Steve Wilkinson and Mark Harwood, the two directors of Hearsavers Limited, who have been appointed directors of the Company's subsidiary Hearing Health and Mobility Ltd ("HHML"), have subscribed for 2,545,454 Ordinary Shares and 1,454,545 Ordinary Shares respectively in the Company at a subscription price of GBP 0.275 per share. The payment for these shares was by way of unsecured interest free loans from the Company. The loans are repayable immediately on the sale of their shares. The Company has an option to acquire all the shares back from Steve Wilkinson and Mark Harwood if they cease to be employed by HHML, or any group companies, at a price to be determined at the time the employment ceases. The price is determined by the nature of the cessation of the employment but can be no more than the market value prevailing at the time. The Company also has an option to acquire 1,090,909 shares back from Steve Wilkinson subject to certain performance criteria being met. As a result of the allotment of shares to the Hearsavers directors, Steve Wilkinson will own 4.3% and Mark Harwood will own 2.4% of the issued share capital of the Company. DHAIS is confident that through group integration this acquisition will prove to be earnings enhancing given the anticipated synergies going forward. Phonak Group Limited Agreement ("Phonak") The Company is also delighted to announce that it has entered into a funding loan and non exclusive supply agreement with Phonak, which is part of the Sonova Group ("Sonova"), one of the world's leaders in the design, development, production and distribution of wireless and hearing systems. With more than 5,300 employees worldwide and turnover of GBP 700 million, Sonova is a significant player in the hearing aid industry. Under an unsecured loan agreement, Phonak has lent DHAIS GBP 500,000 at an interest rate of 5%, payable quarterly. The loan is repayable piecemeal per unit of hearing aid equipment purchased from Phonak with the balance at the end of 5 years. The funds will be used to fund the acquisition of Hearsavers and provide working capital for the integration of the business and for future growth. The supply agreement, which will result in significant savings in respect of the purchase of Phonak hearing aids, has been satisfied by way of an issue of GBP 800,000 worth of DHAIS shares. As a result 2,909,091 Ordinary Shares were issued to Phonak Group Limited who now own 4.9% of the Company's entire share capital. Following the issue of these shares, the shareholdings of the Directors has not changed, but the Directors of DHAIS now hold 82.3% of the total issued share capital of the Company. The Company now has 59,486,013 shares in issue. Mark Moss, Chairman, commented: "We are delighted to have completed this fourth acquisition, which significantly enlarges our retail health business and adds another facet to our operations. Having these additional hearing aid testing and dispensing facilities in such accessible outlets will be of great benefit to those concerned with hearing loss or their current hearing aids. We will continue to evaluate further opportunities for expansion of our retail stores within the hearing and mobility sector, while maintaining our key marketing operations and extending our product range to customers within our centres. We are committed to continue building a diversified business with our focus on shareholder value."
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