The Health & Safety Services Limited IM

165012

THE HEALTH & SAFETY SERVICE LIMITED

INFORMATION MEMORANDUM

AN ESTABLISHED PROVIDER OF HEALTH, SAFETYAND ENVIRONMENTAL CONSULTANCYANDTRAINING

The Health & Safety Service Limited | Information Memorandum

FINANCIAL HIGHLIGHTS

TURNOVER

100 120 140 160 180

- 20 40 60 80

Turnover £'000

YE20 Stat

YE21 Stat

YE22 Stat

YE23 Proj.

GROSS PROFIT

100 120 140 160

- 20 40 60 80

Gross Profit £'000

YE20 Stat

YE21 Stat

YE22 Stat

YE23 Proj.

YE20 £

YE21 £

YE22 £

YE23 3 Months £

PROFIT AND LOSS (£)

Turnover

132,280

138,809

114,013

40,973

Gross Profit

114,488

124,825

98,284

33,666

Adjusted EBITDA

51,481

46,129

22,049

17,880

Shareholder Funds

47,462

52,973

37,202

-

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The Health & Safety Service Limited | Information Memorandum

CONTENTS

FINANCIAL HIGHLIGHTS 2

EXECUTIVE SUMMARY 4

SERVICE OFFERING 6

CLIENTS AND MARKETING 8

LOCATION 9

GROWTH OPPORTUNITIES 10

FINANCIAL INFORMATION 12

GLOSSARY OFTERMS 14

DISCLAIMER 15

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The Health & Safety Service Limited | Information Memorandum

EXECUTIVE SUMMARY

OVERVIEW

SERVICE OFFERING

1.1. The Health & Safety Service Limited is a provider of health, safety and environmental consultancy and training courses, based in Telford, Shropshire.

1.7. The Company provides consultancy and training related to health and safety, with consultancy offered via membership. 1.8. HSS has four levels of membership on offer, all of which provide advice via email and telephone during working hours, and emergency aid outside of this time. 1.9. The Company’s training courses are accredited by a wide range of organisations, including (but not limited to): • Construction Industry Training Board (CITB) • Institution of Occupational Safety and Health (IOSH) • Continuing Professional Development (CPD) • Independent Asbestos Training Providers (IATP) • Institute of Hospitality • Institution of Fire Engineers (IFE) • International Institute of Risk & Safety Management (IIRSM)

1.2. Henceforth, The Health & Safety Service Limited will be referred to as ‘HSS’ or ‘the Company’.

1.3. The strength of the Company’s service offering and reputation present an ideal platform from which a new owner can facilitate further development.

HISTORYAND OWNERSHIP

1.4. HSS was founded in 2005, quickly establishing itself within its sector and building up relationships with new clients.

1.5. Presently, all of the Company’s shares are held by Gary Hewitt, the Director, who has over 30 years’ experience in the health and safety sector.

1.6. Having built up the business, our Client is now offering HSS for sale to facilitate his plans for retirement.

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The Health & Safety Service Limited | Information Memorandum

EXECUTIVE SUMMARY

CLIENTS

LOCATION

1.10. Operating on a national basis, HSS provides its services for clients across a diverse range of sectors, which predominantly include the following:

1.15. HSS operates from premises based in Telford, Shropshire, which are leased to the Company by a private landlord for £840 per annum. 1.16. Our Client has advised that the Company is not reliant on its current site and could be relocated to alternative premises, should a buyer prefer this. 1.17. The acquisition of the Company presents an excellent opportunity for other health and safety consultancy providers to expand their service offering and gain a loyal client base. 1.18. The recruitment of additional, experienced staff would enable HSS to undertake an increased volume of work without compromising on its consistently high standard of service. GROWTH OPPORTUNITIES

• Construction • Aerospace • Manufacturing • Education • Catering

1.11. The Company currently has 62 active clients, some of whom have worked with the business for over 16 years.

MANAGEMENTAND EMPLOYEES

1.12. HSS is run by the Director, who is supported by an experienced Quality & Standards Manager.

1.13. The Company relies on a network of experienced

subcontractors, as and when they are required, to deliver specific services relating to ISO and health and safety.

1.14. Additional site visits are supported by a self-employed Consultant.

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The Health & Safety Service Limited | Information Memorandum

SERVICE OFFERING

OVERVIEW

2.1. HSS provides businesses with a wide range of services related to health and safety, including: • Experienced professional consultancy via a member service on four levels, for which the client pays a monthly fee • Support for health, safety, environment, ISO 9001, 14001 and 45001 • Assistance in obtaining external accreditation, including CHAS, Achilles and ISO • A variety of training courses 2.2. The Company offers assistance via the provision of an experienced professional consultancy service, which offers advice and guidance at minimal expenditure to clients. 2.3. Members are allocated a Health & Safety Advisor who will be available via telephone helpline, mobile and/or email and will provide an immediate answer to queries. Where enquiries require further investigation, HSS aims to provide an answer within 24 hours of receipt. 2.4. There are four levels of membership on offer to clients – Bronze, Silver, Gold and Platinum – each of which provides unique benefits, as detailed to the right. All levels also offer the following benefits: • Review of existing health and safety systems and practices • Annual review of safety policies • Practical and jargon-free advice on health and safety issues • Use of HSS’s name to assure the client’s customers that they will receive professional advice • Newsletters on the latest developments in health and safety legislation and training issues • Assistance in the reporting of accidents/incidents to the enforcing authorities • Telephone and email advice between 8am and 8pm, Monday to Friday, and emergency advice outside of these hours MEMBER SERVICE

BRONZE For employers who have the general health and safety functions in place, such as policy documents and risk assessments. This grade of membership provides health and safety advice via email, telephone helpline and mobile and will also provide one site survey that includes a full written report outlining the current state of the site with regards to health and safety legislation. SILVER This grade of membership provides all of the services included in the Bronze membership grade, plus the provision of a generic policy document and up to four on-site visits during the period of membership, to deal with any health and safety issues that may arise. This level of service allows for more responsive guidance of the client’s health and safety decisions and allows the policy document to be amended in line with changing health and safety systems. GOLD This provides all the services of the Silver membership alongside a monthly site consultation. In addition, a one-day health and safety awareness course is included to assist the organisation in achieving a positive behavioural change that will help to implement health and safety systems throughout the company. PLATINUM This level provides all services of the Gold membership plus additional ISO guidance on an ongoing monthly basis to support quality, environmental and health and safety management systems.

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The Health & Safety Service Limited | Information Memorandum

SERVICE OFFERING

TRAINING COURSES

2.5. HSS organises a variety of training courses to meet a wide range of health and safety needs. All courses can be tailored for an array of industries, or arrangements can be made for bespoke courses to meet individual client requirements.

2.10. In addition to the above courses, the Company offers many supplementary in-house training courses, such as:

• AbrasiveWheel Safety • Construction Design & Management • First Aid atWork • Forklift Truck Training

2.6. The majority of courses can either be held at a client’s premises or through the Company’s own training rooms.

• Manual Handling • Risk Assessment

2.7. On successful completion of any training courses, the delegates will receive a certificate of attendance.

2.11. HSS provides an array of courses that can be carried out online, including:

2.8. HSS is accredited to deliver a wide range of training courses, including: • CITB Site Safety Plus • CITB Site Managers Safety Training Scheme • CITB Site Supervisors Safety Training Scheme • CITB Site Supervisors Safety Training Refresher Scheme

• Fire Extinguisher Training • Fire Marshall Training • Asbestos Awareness Training • Positive Handling in Schools • Working in Confined Spaces • Workplace Health and Safety

• CITB Health & Safety Awareness courses • CITB The Director Role for Health & Safety • IOSH Managing Safely

2.12. The above courses are approved by many bodies, including:

• IFE • IIRSM • Institute of Hospitality • Laser Awards

• CPD • ETA Awards • Gatehouse Awards • IATP

2.9. The Company can also run the National Examination Board of Occupation Safety & Health (NEBOSH) training course.

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The Health & Safety Service Limited | Information Memorandum

CLIENTS AND MARKETING

CLIENTS

MARKETING

3.1. HSS currently works with 62 clients, 32 of whom are members who provide recurring revenue.

3.6. New sales are predominantly generated and managed by the Company’s Director, who approaches potential clients over the phone. 3.7. HSS utilises a comprehensive website, which provides information about its service offering and contact details. This can be viewed at the following address: thehss.co.uk

3.2. The Company provides its services to organisations in several sectors, including:

• Manufacturing • Education

• Construction • Aerospace • Catering

3.8. Beyond its online presence, the Company does not

3.3. By providing a consistently high standard of service, the Company has ensured the longevity of its relationships with clients, with several key relationships spanning over 16 years.

undertake any proactive marketing activity, experiencing organic growth through its strong relationships with existing clients and word-of-mouth referrals.

3.4. Active members provide ongoing standing orders that generate £7,200 each month.

3.5. The below table outlines HSS’s key 10 clients.

Client

Client’s Industry

Annual Sales

Length of Relationship

A

Construction

£12,000

16 years

B

Manufacturing

£11,400

15 years

C

Aerospace

£8,500

7 years

D

Aerospace

£8,400

16 years

E

Construction

£7,600

14 years

F

Construction

£7,000

6 years

G

Professional services

£5,800

10 years

H

Manufacturing

£5,200

2 years

I

Construction

£4,100

6 years

J

Construction

£3,800

16 years

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The Health & Safety Service Limited | Information Memorandum

LOCATION

LOCATION

4.1. HSS operates from leasehold premises based in Telford, Shropshire.

4.2. Situated in a prominent business park, the premises are located within a short travelling distance of key transport links across the region, such as the A518 and the M54.

4.3. The premises can be found at the following address:

Suite 5 Maple House Queensway Business Park Queensway Telford Shropshire TF1 7UL

PREMISES

4.4. The premises are leased to the Company by a private landlord for £840 per annum on a rolling lease, and comprise an office and a training room. 4.5. The training room is occasionally rented out, providing an additional stream of revenue, though this is not currently marketed.

4.6. As HSS has no reliance on its current site, there is

potential for the business to be relocated, supporting its smooth integration into a buyer’s existing operations.

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The Health & Safety Service Limited | Information Memorandum

GROWTH OPPORTUNITIES

OVERVIEW

5.1. HSS has experienced considerable growth since its foundation, with the strength of its service offering providing an ideal platform from which it can pursue further expansion.

SERVICE OFFERING

5.2. Our Client advises that there are numerous opportunities for growth available through either enhancing the current services on offer or actively marketing services, such as: • Aid with document provision, a service that is not currently offered • Online support could be offered for lower tier clients, removing the requirement for some face-to-face visits and thus ensuring that there is more time available for higher tier members • Support for clients wishing to attain a wide range of accreditations, including: • CHAS • Achilles • ISO • Constructionline • SSIP • Additional training and refresher courses could be offered for more CITB/IOSH-accredited topics • Actively marketing ISO advice and support and online training

BUSINESS DEVELOPMENT

5.3. As a well-established business within the industry, the acquisition of the Company presents an ideal opportunity for other health and safety consultancy companies to integrate its services into their existing offering whilst expanding their market share and building relationships with new clients.

5.4. Similarly, acquiring HSS would enable buyers with a predominantly regional client base to expand nationally, increasing their overall market share.

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The Health & Safety Service Limited | Information Memorandum

GROWTH OPPORTUNITIES

RECRUITMENT

5.5. The recruitment of additional, experienced staff would enable the Company to undertake an increased volume of work without compromising on its consistently high standard of service.

5.6. Recruiting a dedicated Business Development Manager could enable HSS to identify and approach potential clients, whilst enabling the management team to focus on other areas of growth.

MARKETING

5.7. Having experienced organic growth since its foundation with minimal reliance on proactive marketing activity, there is considerable scope for the Company to focus on this area of its operations to achieve additional expansion.

5.8. Developing the website with further implementation of search engine optimisation (SEO) and pay-per-click (PPC) advertising could generate increased traffic to the site and enhance the client conversion rate.

5.9. Utilising further social media platforms, such as Instagram and Twitter, may provide additional avenues through which enquiries can be made and keep HSS in line with its competitors.

5.10. Our Client advises that it would be particularly fruitful for the Company to actively market its training services to businesses within the aerospace sector.

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The Health & Safety Service Limited | Information Memorandum

FINANCIAL INFORMATION

PROFITAND LOSS

6.1. The below table details the Company’s profit and loss account.

YE20 Statutory

YE21 Statutory

YE22 Statutory

YE22 (3 Month) Management

PROFIT AND LOSS (£)

Turnover

132,280

138,809

114,013

40,973

Cost of Sales

(17,792)

(13,984)

(15,729)

(7,307)

Gross Profit

114,488

124,825

98,284

33,666

Gross Profit Margin

87%

90%

86%

82%

Administrative Expenses

(81,471)

(95,609)

(90,970)

(21,929)

Other Operating Income

13,785

1,077

-

-

EBIT

46,802

30,293

7,314

11,737

Depreciation

2,534

1,828

1,525

-

EBITDA

49,336

32,121

8,839

11,737

Directors' Salaries

1,200

13,118

12,570

3,143

Use of Private Residence

520

520

520

-

Donations

425

370

120

-

Legal and Professional Fees

-

-

-

3,000

Adjusted EBITDA

51,481

46,129

22,049

17,880

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The Health & Safety Service Limited | Information Memorandum

FINANCIAL INFORMATION

BALANCE SHEET

6.2. The below table details the Company’s balance sheet.

BALANCE SHEET (£)

31.12.20

31.12.21

31.12.22

Fixed Assets Tangible Assets

7,587

7,314

6,101

Current Assets Debtors

16,513

7,818

7,783

Cash at Bank

42,221

56,842

36,490

Creditors:Amounts falling due within one year

(18,859)

(19,001)

(13,172)

Net Current Assets

39,875

45,659

31,101

Net Assets

47,462

52,973

37,202

Capital and Reserves Called Up Share Capital

100

100

100

Profit and Loss Account

47,362

52,873

37,102

Shareholder Funds

47,462

52,973

37,202

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The Health & Safety Service Limited | Information Memorandum

GLOSSARY OFTERMS

Abbreviation

Definition

CHAS

Contractors Health and Safety Assessment Scheme

CITB

Construction Industry Training Board

CPD

Continuing Professional Development

EBITDA

Earnings before interest, tax, depreciation and amortisation

HSS / the Company

The Health & Safety Service Limited

IATP

Independent Asbestos Training Providers

IFE

Institution of Fire Engineers

IIRSM

International Institute of Risk & Safety Management

IOSH

Institution of Occupational Safety and Health

ISO

International Organization for Standardization

NEBOSH

National Examination Board of Occupation Safety & Health

PPC

Pay-per-click

SEO

Search engine optimisation

SSIP

Safety Schemes In Procurement

YE

Financial year ending 31st December

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The Health & Safety Service Limited | Information Memorandum

DISCLAIMER

• High net worth companies, as defined in Article 49(2); and Certified sophisticated investors as defined in Article 50(1).

This Information Memorandum (“the Document”) is provided solely for use by the recipients in considering their interest in acquiring the Company.

The content of this document has not been approved by an authorised person and that approval is, unless this exemption or any other exemption applies, required by Section 21 FSMA. Recipients should note that reliance on this document for the purpose of engaging in any investment activity may expose them to a significant risk of losing all sums invested or of incurring additional liability. If recipients are in any doubt as to the action they should take, they should consult an advisor authorised under FSMA specialising in advising on investments of the kind set out in this document. The distribution of this document in certain jurisdictions may be restricted by law and therefore persons in possession of this document should inform themselves about and observe any such restrictions.Any such distribution could result in a violation of the law of such jurisdictions. No shares or other securities of the Company have been or will be registered or otherwise qualified for sale or resale under Federal or State laws in the United States of America or Canada. Neither the US Securities and Exchange Commission nor the Securities Commission of any State of the United States has approved or disapproved the shares of the Company or passed on the accuracy or adequacy of this Document. Each recipient doing business in or organised under the laws of the United States of America or in areas subject to its jurisdiction represents that it is an institutional investor, expressing an interest for its own account and agreed not to purchase, distribute or sell any of the Company¹s securities or any interest therein except in compliance with the above laws. The Shareholders expressly reserves the right to alter or terminate the process and to accept or reject any preliminary or final offers at any time, in either case, without giving reasons therefore. In furnishing the Document, the shareholders undertake no obligation to provide any additional information or to update this Document or to correct any inaccuracies in this Document which may become apparent. In no circumstances may recipients or their officers, employees, agents and professional advisers make contact with the Management, employees, clients, agents or suppliers of the Company until permission to do so is given in writing by Knightsbridge.

This Document is not a prospectus and does not constitute or form any part of any offer or invitation to subscribe for, underwrite or purchase securities, nor shall it or any part of it form the basis or be relied upon in any way in connection with any contract relating to any securities. The sole purpose of this Document is to assist the recipient in deciding whether it wishes to proceed with a further investigation of the Company. It is not intended to form the basis of any investment decision or decision to purchase the Company. The information contained in this Document is selective and is subject to updating, expansion, revision and amendment. It does not purport to contain all the information that recipients may require. No obligation is accepted to provide recipients with access to any additional information or to correct any inaccuracies which may become apparent. Recipients should conduct their own investigation and analysis of the Company and of the information contained in this Document, and are advised to seek their own professional advice on the legal, financial, taxation and other consequences of providing funding to the Company. This Document includes certain statements, estimates and projections with respect to the anticipated future performance of the Company and as to the market for the Company’s products. Such statements, estimates and projections reflect various assumptions made by the Management of the Company concerning anticipated results, which assumptions may or may not prove to be correct. No representation is made as to the accuracy, reasonableness or completeness of such statements, estimates and projections. Knightsbridge Business Sales (“Knightsbridge”) has not independently verified any of the information contained or opinions expressed herein. Neither the Company, nor Knightsbridge, nor affiliated partnerships or bodies corporate, nor the directors, shareholders, managers, partners, employees or agents of any of them, makes any representation or warranty, express or implied, as to the accuracy, reasonableness or completeness of the information contained in the Document.All such parties and entities expressly disclaim any and all liability for, or based on or relating to any such information contained in, or errors in or omissions from, this Document or based on or relating to the recipients’ use of the Document. This Document is confidential being for use only by the persons to whom it is issued and who have signed the required form of confidentiality agreement.Accordingly, the contents of this Document, including the Personal Data (as defined in UK data protection legislation, being the Data Protection Act 1998, the Privacy and Electronic Communication (EC Direction Regulations 2003) and any replacement legislation coming into force from time to time including (without limitation) the General Data Protection Regulation 2016/679 of the European Parliament together with any codes of practice or other guidance issued by any competent regulatory authority) herein, and any other information, Personal Data or opinions subsequently supplied or given in connection with the proposed sale will constitute information pertaining to the Company (“Confidential Information”) and may not be published, reproduced, copied or disclosed to any person other than the professional advisers to the recipient of this Document having a need to know and who are aware that it is confidential, nor used for any purpose other than in connection with the proposed acquisition. Notwithstanding any other provision or obligation in this Document, the signed confidentiality agreement shall apply in all respects to the Confidential Information and in the event of a conflict between the signed confidentiality agreement and this Legal Note the confidentiality agreement shall prevail. In the event that the recipient does not continue with his interest in the Company, this Document must be returned to Knightsbridge. The recipient will keep the Confidential Information supplied or given to it or its agents or advisers in connection with the proposed sale safe and secure so as to prevent any unauthorised person having access to it, and the recipient agrees that the information is proprietary to the Company and it has no rights to it except as set out in this notice. Neither the receipt of this Document by any person nor any information contained in it or supplied with it or subsequently communicated to any person in connection with the proposed funding of the Company constitutes, or is to be taken as constituting, the giving of investment advice by Knightsbridge to any such person. Recipients of this Document shall not be deemed to be clients of Knightsbridge and Knightsbridge shall accordingly not be responsible to such recipients for providing the protections afforded to clients of Knightsbridge or for providing advice in relation to any transaction or arrangement referred to herein. Each such person should make its own independent assessment of the merits or otherwise of acquiring the Company and should take its own professional advice.

CONTACT DETAILS

For further information regarding this opportunity, or to arrange a meeting, please contact a member of our team below:

KNIGHTSBRIDGETEAM

01204 555 084

Phone:

sara.thomasson@knightsbridgeplc.com

Email:

(Strictly by appointment through the Offices of Knightsbridge Commercial)

This document has been issued on the basis that it falls in the exemptions to Section 21 of the Financial Services Markets Act2000 (“FSMA”) set out below. It is directed only at:

Persons having professional experience in matters relating to investments as described in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the “Financial Promotion Order”); • High net worth companies, unincorporated associates, partnerships or trusts or their respective directors, officers or employees as described in Article 49(2) of the Financial Promotion Order;

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KBS House 5 Springfield Court Summerfield Road Bolton Greater Manchester BL3 2NT

T: 01204 555 050 E: buy@knightsbridgeplc.com www.knightsbridgeplc.com