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 £8,000,000 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 £450,000 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.
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