REG - HSS Hire Group PLC Speedy Hire PLC - ProService Supply Agreement with Speedy Hire

HSS HireAnnouncement

06/10/2025 07:02

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251006:nRSF1700Ca&default-theme=true

RNS Number : 1700C  HSS Hire Group PLC  06 October 2025

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 as it forms part of domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018, as amended (together,
"MAR"). Upon the publication of this announcement, this inside information is
now considered to be in the public domain. The person responsible for
arranging the release of this announcement on behalf of HSS is Richard Jones,
Group Chief Financial Officer.

6 October 2025

HSS Hire Group plc

("HSS" or the "Group")

ProService Supply Agreement with Speedy Hire

Disposal of THSC

Investment by Speedy Hire

HSS Hire Group plc is pleased to announce that ProService, the Group's digital
marketplace focused on customer and supplier acquisition ("ProService"), has
entered into a new five year commercial supply agreement with Speedy Hire plc
("Speedy Hire") and Speedy Asset Services Limited ("Speedy AS, with an option
for Speedy AS to extend by a further three years (the "Speedy Hire Commercial
Agreement"), resulting in Speedy AS becoming the principal equipment supplier
to ProService replacing HSS Service Group Limited (trading as HSS The Hire
Service Company) (the Group's UK-based equipment hire business and,
pre-Completion, the largest supplier to ProService). It is proposed that,
subject to approval by shareholders, HSS will be renamed ProService Building
Services Marketplace PLC. The Transaction will also result in Speedy Hire
owning approximately 9.99% of the enlarged share capital of the renamed Group
immediately following the issue of the Subscription Shares.

Additionally, HSS today announces the disposal of the entire issued share
capital of HSS Service Finance Limited, including its trading subsidiary HSS
Service Group Limited, trading under the brand HSS The Hire Service Company
("THSC") to Project Mansell Newco Limited, a newly formed company indirectly
owned by investment funds managed by Endless LLP ("Bidco") (the "THSC
Disposal") (together with the Speedy Hire Commercial Agreement and the Speedy
Hire Investment (as set out below), the "Transaction"). The Speedy Hire
Commercial Agreement (and therefore indirectly the THSC Disposal) is
conditional on the satisfaction of the CMA Condition, as set out below.

The Board expects the improved purchasing terms under the Speedy Hire
Commercial Agreement to enhance net margins and to be earnings-accretive in
the financial year ending March 2027.

Transaction Highlights

Speedy Hire Commercial Agreement

ProService has entered into the Speedy Hire Commercial Agreement pursuant to
which, subject to the satisfaction of the Conditions:

·     Speedy AS  will have a right of first refusal ("Speedy Hire ROFR")
to supply ProService in relation to customer orders for tools and equipment
hire placed through the ProService marketplace across a defined range of
products, for a five year initial term with a unilateral option for Speedy AS
to extend the initial term for a further three years, which is expected to
immediately and materially improve net margins for ProService as it
substantially and immediately replaces its intra-group trading with THSC;

·     Speedy AS commits to procure:

o  all of its customers' re-hire and certain of their resale requests are
routed through the ProService platform; and

o  its customers' training service requirements from ProService's training
division;

together, the "ProService Services";

·     Subject to the Transfer of Undertakings (Protection of Employment)
regulations ("TUPE"), the transfer of approximately 100 employees from Speedy
AS to ProService in respect of the management of Speedy AS's relevant re-hire,
resale and training activities that will be routed through the ProService
platform;

·     Subject to TUPE, approximately 300 employees will transfer from
THSC to Speedy AS as a result of the Speedy Hire ROFR and the sale and
purchase of assets by Speedy AS under the Speedy Hire Investment; and

·     Speedy AS will assume property lease liabilities related to a
number of current THSC Distribution Centres.

The Board is confident that the Speedy Hire Commercial Agreement will increase
revenues and net margins for the Group through an expanded service offering
including the ProService Services and improved supply terms with Speedy AS
which will leverage the range of Speedy Hire's existing product lines.

Speedy Hire Investment

In addition to the entry into of the Speedy Hire Commercial Agreement, Speedy
Hire will pay HSS approximately £35 million as consideration for:

·     79,368,711 ordinary shares in the capital of HSS, comprising
approximately 9.99 per cent. of the enlarged ordinary share capital of HSS
(the "Subscription"), conditional upon shareholder approval for the allotment
and issue of the ordinary shares in HSS to be issued pursuant to the
Subscription (the "Subscription Shares") to Speedy Hire on a non-pre-emptive
basis; and

·     substantially all of the core hire equipment that will be on hire
through the ProService platform at Completion, along with certain property
leases, vehicle leases, other select equipment and subject to the amount of
hire equipment out on hire to end users through the ProService platform at
Completion, certain top-up assets owned by THSG,

(together the "Speedy Hire Investment").

In addition to the Speedy Hire Investment:

·     Speedy Hire AS has agreed to assume certain lease liabilities of
THSC in respect of three distribution centre properties, motor vehicles and
hire equipment; and

·     Speedy Hire will procure the transfer of the lease of a dedicated
training facility to ProService.

The result of the Speedy Hire Commercial Agreement for THSC is that it will no
longer be the primary supplier for ProService, its largest customer, other
than for certain powered access hire equipment pursuant to a separate ROFR
granted under the THSG Commercial Agreement (described in further detail
below).

The consideration received from the issue of the Subscription Shares and the
transfer of the assets under the Speedy Hire APA will be used by the Group to
fund the Seller Contribution to THSC as THSC transitions to becoming an
independent business under the ownership of Bidco following Completion
together with fees and other expenses related to the THSC Disposal, the Speedy
Hire Commercial Agreement and the Speedy Hire APA.

THSC Disposal

To facilitate HSS's transition to a digital marketplace HSS has entered into
an agreement to dispose of THSC, its legacy, asset-intensive operations, to
Bidco, for gross consideration of £1 and a contribution from the Group of
approximately £26.0 million (the "Seller Contribution") to facilitate a
viable separation. This one-time cost will be funded through the proceeds of
the Speedy Hire Investment and will comprise approximately £16.0 million on
completion of the Transaction with a further £10.0 million payable by HSS
during the period from 7 to 12 months following Completion. The Seller
Contribution includes an amount of £3.0 million (representing the minimum
cash that HSS is required to ensure is available to THSC at Completion
pursuant to the terms of the THSC SPA).

The THSC Disposal will result in the Group having no exposure to the ongoing
operations of THSC (save for as a contractual counterparty on arm's length
commercial terms) although certain limited guarantees and indemnities have
been given to secure the obligations of the Group in connection with the
various arrangements entered into between the Group and, amongst others, each
of Speedy Hire AS and THSG.

The Board considered a number of strategic options for THSC and a competitive
sale process was determined to enable the best outcome for HSS offering a
clean exit to an institutional investor with a track record in executing
transactions. HSS, with support from a third-party financial adviser, ran a
targeted sale process with a range of potential buyers before concluding that
the THSC Disposal represented the most viable and cost-effective route to
remove significant liabilities and trading losses and drive shareholder value
and profitability for HSS.

The THSC Disposal delivers a separation of THSC from HSS at, in the Board's
view, the most cost effective way, leaving a standalone, cash generative,
marketplace business in ProService. Following completion of the THSC Disposal,
the Group will cease to have any significant exposure to the liabilities of
THSC, save in respect of: (i) the THSG Commercial Agreement; and (ii)
customary separation agreements as further detailed in this announcement.

HSS will exit its asset-heavy THSC division, creating a capital-light,
scalable platform business across the UK. Following completion of the THSC
Disposal it is proposed that, subject to approval by shareholders, HSS will be
renamed ProService Building Services Marketplace PLC. Each of THSG and
ProService have entered into the THSG Commercial Agreement pursuant to which,
subject to Completion, THSG will be granted a ROFR from ProService in respect
of the supply of certain powered access equipment to customers of ProService
and ProService will be granted a ROFR from THSG in respect of re-hire and
certain services to customers of THSG for a fixed term of five years following
Completion.

Financial Highlights

·     On a pro forma basis for the 12 months to 31 March 2025, and
excluding the expected positive impact of the Speedy Hire Commercial Agreement
on its future trading results, the Continuing Business(1) generated revenues
of approximately £266.1 million, an Underlying EBITDA (Continuing
Business)(2) of £8.5 million and an Underlying EBITA (Continuing Business)
(3) of £6.8 million.

·     Group pro forma Net Debt upon Completion(4) is expected to be
between £26.0 million to £30.0 million.

·     HSS's lending banks have agreed to a revised covenant package for
the period to 30 September 2026 (being the date of expiry of the Senior
Facilities Agreement), to reflect, amongst other things, the THSC Disposal.

·     The Board expects the Transaction will deliver (i) increased
turnover through ProService Services relating to Speedy Hire's third-party
re-hire, resale, and training service requirements that will be delivered on
the ProService platform; (ii) enhanced net margins; and (iii) to be
earnings-accretive in the financial year ending March 2027.

Conditions

The THSC Disposal, the Speedy Hire Commercial Agreement and the Speedy Hire
Investment are inter-conditional and subject to the satisfaction of certain
conditions including shareholder approval and the satisfaction of the CMA
Condition. The THSC Disposal and the Speedy Hire APA will constitute a
fundamental change of business under AIM Rule 15 for HSS. Further details of
the conditionality are disclosed in paragraph 7 of this document.

The Board intend to publish a circular convening a general meeting of
shareholders as soon as reasonably practicable to seek approval from the HSS
shareholders in respect of: (i) the Subscription; (ii) the THSC Disposal and
the Speedy Hire APA; and (iii) the change of name of HSS to ProService
Building Services Marketplace PLC.

The Transaction will terminate in accordance with its terms if the conditions
have not been satisfied by 8:00 a.m. on 31 December 2025 (the "Long Stop
Date").

The Board believes that the Transaction is in the best interests of the Group
and will be earnings accretive in the financial year ending March 2027. The
Group will deliver increased turnover through the ProService Services relating
to Speedy Hire's third-party re-hire, resale, and training service
requirements that will be delivered on the ProService platform and an increase
in net margins as a result of improved buying terms from Speedy Hire AS
compared to those currently available from THSC.

Alan Peterson, Non-Executive Chairman of HSS said:

"Our commercial agreement with Speedy Hire marks an exciting new chapter for
the Group, which we are confident will unlock significant opportunities for
growth and success.

I would like to take this opportunity to express my sincere gratitude to our
THSC colleagues for their dedication and hard work over the years. Their
commitment to delivering exceptional service to our customers has been
invaluable and I wish them all the very best for the future."

Steve Ashmore, Executive Chairman of ProService said:

"This transformational agreement with Speedy Hire marks a major milestone in
scaling our marketplace business. The commercial agreement enables ProService
to focus solely on its growing, asset-light marketplace model, unlocking
significant value for our shareholders and customers. With increased scale and
breadth, the business is now well positioned for profitable growth."

After Completion, the Company will provide an update which sets out the
Group's growth plans.

Notes

1.           Continuing Business refers to management's estimated
view of the income statement for the last twelve months (LTM) ending 31st
March 2025 and excludes discontinued operations including the disposal of the
Power Businesses announced on 7 March 2024, the disposal of HSS Ireland
announced on 1 April 2025 and held for sale at 31 March 2025 and assumes that
the sale of THSC occurred on 31 March 2024. All such numbers are unaudited.

2.           Underlying EBITDA (Continuing Business) is defined as
operating profit before depreciation, amortisation, and non-underlying items.
For this purpose, depreciation includes the net book value of hire stock
losses and write- offs, and the net book value of other fixed asset disposals
less the proceeds on those disposals, and excludes the disposed business of
Power Businesses  (announced on 7 March 2024), HSS Ireland (announced on 1
April 2025 and held for sale at 31 March 2025) and assumes that the sale of
THSC occurred on 31 March 2024. All such numbers are unaudited.

3.           Underlying EBITA (Continuing Business) is defined as
operating profit before amortisation, and non-underlying items. This excludes
the disposed business of the Power Businesses (announced on 7 March 2024), HSS
Ireland (announced on 1 April 2025 and held for sale at 31 March 2025) and
assumes that the sale of THSC occurred on 31 March 2024. All such numbers are
unaudited.

4.           Proforma Net Debt upon Completion is the unaudited
Group net debt including IFRS 16 liabilities from the Continuing Business at
31 August 2025, adjusted for the cash movements from the Transaction other
than the £10 million Seller Contribution due for repayment during 2026

 

For further information, please contact:

 HSS Hire Group plc                                                         Email: Investors@hss.com
 Steve Ashmore, Executive Chairman, HSS ProService
 Richard Jones, Group Chief Financial Officer

 FTI Consulting (Strategic Communications)                                  Tel: 020 3727 1340
 Nick Hasell
 Victoria Hayns

 FTI Financial Services (Lead M&A Adviser)                                  Tel: 020 3727 1340

 Iain Reilly

 Jack Anstis

 Canaccord Genuity Limited (Nominated Adviser, Financial Adviser and Joint  Tel: 020 7523 8000
 Broker)
 Andrew Potts
 George Grainger

 Singer Capital Markets (Financial Adviser and Joint Broker)                Tel: 020 7496 3000
 Alex Bond / Rick Thompson (Investment Banking)
 Rhys Williams (Equity Sales)

 

Notes to editors

HSS operates through two separate but complementary businesses serving
predominantly business customers:

HSS ProService ("ProService") is the leading digital marketplace business
focussed on customer and supplier acquisition. Technology driven, scalable and
uniquely differentiated, ProService is a one-stop-shop providing a wide range
of building-related product and services for over 7,000 active account
customers per month, in product verticals including equipment hire, training,
fuel, equipment sales and building materials. ProService acts as principal
with buyers and sellers, but all deliveries and collections are the
responsibility of sellers (direct to buyer).

HSS The Hire Service Company ("THSC") formerly known as HSS Operations,
provides building-related tools, equipment and powered access via its
extensive nationwide network of over 130 locations. THSC is dedicated to
delivering a personable hire service to over 9,500 end customers across the UK
including tradespeople, facilities management and construction companies.

HSS is quoted on AIM, a market operated by the London Stock Exchange plc. For
more information, please see www.hsshiregroup.com.

Important Notices

Forward looking statements

This announcement contains statements which are, or may be deemed to be,
"forward-looking statements" which are prospective in nature. All statements
other than statements of historical fact are forward-looking statements. They
are based on intentions, beliefs or current expectations and projections about
future events, and concerning, among other things, the business, results of
operations, prospects, growth and strategies of, HSS, the Group, THSC or
ProService, and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results expressed or
implied by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects", "is expected", "is subject to", "budget",
"scheduled", "estimates", "forecasts", "goals", "intends", "anticipates",
"believes", "targets", "aims", "hopes", "continues" or "projects". Words or
terms of similar substance or the negative thereof, are forward-looking
statements, as well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Such statements are qualified in
their entirety by the inherent risks and uncertainties surrounding future
expectations.

Forward-looking statements include statements relating to: (a) future capital
expenditures, expenses, revenues, earnings, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; (b) business and management strategies and the expansion and growth
of HSS's, the Group's, THSC's or ProService's operations; and (c) the effects
of economic conditions on HSS's, the Group's, THSC's or ProService's business.

Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors may cause actual results, performance
or achievements of HSS, the Group, THSC or ProService to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. Important factors that could cause
actual results, performance or achievements of HSS, the Group, THSC or
ProService to differ materially from the expectations of HSS, the Group, THSC
or ProService include, among other things, general political, business and
economic conditions, industry and market trends, competition, changes in
government and changes in law, regulation and policy, including in relation to
taxation as well as political and economic uncertainty stakeholder perception
of HSS, the Group, THSC or ProService and/or the sectors or markets in which
it operates. Such forward-looking statements should therefore be construed in
light of such factors. Any information contained in this announcement on the
price at which shares or other securities in HSS have been bought or sold in
the past, or on the yield on such shares or other securities, should not be
relied upon as a guide to future performance.

Neither HSS nor any of its directors, officers or advisers provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as at the date of this
announcement.

Other than in accordance with its legal or regulatory obligations (including
under the AIM Rules for Companies, the Disclosure Guidance and Transparency
Rules and MAR), neither HSS nor the financial advisers is under any obligation
to, and each of HSS and the financial advisers expressly disclaims any
intention or obligation to, update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

No profit forecast

Unless otherwise stated within this announcement, no statement in this
announcement is intended as a profit forecast or a profit estimate and no
statement in this announcement should be interpreted to mean that earnings,
earnings per share or income, for HSS, the Group, THSC or ProService, as
appropriate, for the current or future financial years will necessarily match
or exceed the historical published earnings, earnings per share or income for
HSS, the Group, THSC or ProService, as appropriate.

Pro forma financial information

The pro forma financial information in this announcement is for information
purposes only and is not a projection of future financial performance and
should not be considered indicative of actual results should the Transaction
be consummated.

Cautionary statement

This announcement is not intended to, and does not constitute, or form part
of, any offer to sell or an invitation to purchase or subscribe for any
securities or a solicitation of any vote or approval in any jurisdiction.

This announcement has been prepared for the purpose of complying with the
applicable law and regulation of the United Kingdom and information disclosed
may not be the same as that which would have been disclosed if this
announcement has been prepared in accordance with the laws and regulations of
jurisdictions outside the United Kingdom.

Important Information

FTI Financial Services Limited ("FTI"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting solely for
HSS, and for no-one else, as M&A adviser to HSS in connection with the
Transaction and will not be responsible to anyone other than HSS for providing
the protections afforded to its clients or for providing advice to any other
person in relation to the Transaction, the content of this announcement or any
other matters described in this announcement. To the fullest extent permitted
by law, neither FTI nor any of its affiliates assumes any responsibility
whatsoever for or makes any representation or warranty express or implied, in
relation to the contents of this announcement, including its accuracy,
completeness or verification or for any other statement made or purported to
be made by it, or on its behalf and nothing contained in this announcement is,
or shall be, relied upon as a promise or representation in this respect
whether as to the past, present or future, in connection with HSS, the Group,
THSC, ProService or the Transaction. FTI and its affiliates accordingly
disclaims to the fullest extent permitted by law all and any duty,
responsibility and liability whether arising in tort, contract or otherwise
which it might otherwise be found to have in respect of this announcement or
any such statement or otherwise.

Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting solely for
HSS, and for no-one else, as financial adviser, joint broker and nominated
adviser to HSS in connection with the Transaction and will not be responsible
to anyone other than HSS for providing the protections afforded to its clients
or for providing advice to any other person in relation to the Transaction,
the content of this announcement or any other matters described in this
announcement. To the fullest extent permitted by law, neither Canaccord nor
any of its affiliates assumes any responsibility whatsoever for or makes any
representation or warranty express or implied, in relation to the contents of
this announcement, including its accuracy, completeness or verification or for
any other statement made or purported to be made by it, or on its behalf and
nothing contained in this announcement is, or shall be, relied upon as a
promise or representation in this respect whether as to the past, present or
future, in connection with HSS, the Group, THSC, ProService or the
Transaction. Canaccord and its affiliates accordingly disclaims to the fullest
extent permitted by law all and any duty, responsibility and liability whether
arising in tort, contract or otherwise which it might otherwise be found to
have in respect of this announcement or any such statement or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting solely for the Company, and for no-one else, as financial
adviser and joint broker to the Company and is not responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice to any other person in relation to the Transaction, the
content of this announcement or any other matters described in this
announcement. To the fullest extent permitted by law, neither Singer Capital
Markets nor any of its affiliates assumes any responsibility whatsoever for or
makes any representation or warranty express or implied, in relation to the
contents of this announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on its behalf and nothing contained in this announcement is, or shall be,
relied upon as a promise or representation in this respect whether as to the
past, present or future, in connection with HSS, the Group, THSC, ProService
or the Transaction. Singer Capital Markets and its affiliates accordingly
disclaims to the fullest extent permitted by law all and any duty,
responsibility and liability whether arising in tort, contract or otherwise
which it might otherwise be found to have in respect of this announcement or
any such statement or otherwise.

1.      Background and rationale for the transaction

ProService and HSS

ProService is the technology-led, asset-light marketplace division of the
Group. Through its digital platform, it provides customers with access to a
broad network of suppliers offering tools, machinery, training and related
services. The marketplace, developed on the Group's proprietary "Brenda"
technology, has scaled rapidly in recent years and now encompasses hundreds of
active supplier partners nationwide. Historically, ProService has operated
alongside the Group's traditional hire operation, THSC, which owned and
managed a substantial equipment fleet. This hybrid model was intended to
combine a digital platform with the assurance of in-house supply of a broad
range of equipment hire assets. The Board concluded, following detailed
analysis on both businesses' performance that formal separation of each
business was the best outcome for long term growth and prospects under
independent ownership. The Board believes that higher returns can be generated
from the Speedy Hire Commercial Agreement than the current supply arrangements
through the ownership of THSC and its currently loss-making operations. The
Speedy Hire Commercial Agreement will increase revenues and net margins for
the Group through an expanded service offering including the ProService
Services, and improved supply terms with Speedy AS which will leverage the
range of Speedy AS's existing product lines.

Background on Speedy Hire

Speedy Hire is one of the UK and Ireland's largest tool and equipment hire
companies, with a significant national footprint and strong financial
performance. In the financial year ended 2025, Speedy Hire reported revenues
of £417 million and adjusted EBITDA of £97 million. Alongside its core
fleet-based hire activities, Speedy Hire operates a smaller training division
and relies on third-party providers for certain customer requirements. This
combination of scale in its core market and non-core activities outside its
strategic focus made Speedy Hire an attractive partner. Its operational
capability and breadth of fleet complement ProService's digital marketplace,
while ProService's platform offers Speedy Hire an efficient solution for
third-party sourcing and training. The businesses are highly complementary,
with limited customer overlap, and the commercial agreement provides clear
mutual benefit.

2.      Speedy Hire Commercial Agreement

The proposed arrangement with Speedy AS is the outcome of a longer-term review
and separation of the HSS core divisions undertaken by the Board to maximise
long-term value for shareholders. The Transaction achieves several objectives.
It enables HSS, through ProService, to focus solely on its asset-light,
full-service marketplace model, free from the capital demands and operational
complexity of a traditional hire fleet that THSC owns. It is expected to
provide ProService with an immediate uplift in profitability by replacing
internal supply of hire equipment from THSC with Speedy AS's more efficient
cost of supply to ProService, resulting in an expected step change in net
margins and a capital-light operating model for HSS. It also creates new
revenue streams as the Commercial Agreement commits Speedy AS to procure all
of its customers' re-hire requests, certain of their resale requests and
training requirements through ProService, accelerating growth prospects with
increased revenues and net margins for the Group.

Speedy Hire disclosed in its 31 March 2025 final results that the Services
segment reported revenues of £158.0 million, cost of sales of £126.7 million
and gross profit of £31.3 million.

Speedy Hire describe the Services segment as "predominantly relates to the
re-hire of an extensive range of specialist equipment through partnerships
with the industry's leading suppliers, referred to as Customer Solutions. This
segment also includes fuel and energy sales and management, training, product
sales, and test, inspection and certification services."

Under the Speedy Hire Commercial Agreement, Speedy AS will commit to procure
all of its customers' re-hire requests, certain of their resale requests and
training requirements through ProService. Speedy Hire described in its 31
March 2025 final results that re-hire is the predominant proportion of Speedy
Hire's Services segment product offering.

The Speedy Hire Investment, together with existing Group cash resources, will
be utilised to fund the separation of THSC, the costs of the Transaction,
liabilities as a result of the employee TUPE transfer to Speedy Hire and the
repayment of certain lease liabilities. On Completion, the Transaction will
deliver a simplified proposition for the Group, with clarity of structure, an
improved and less capital intensive balance sheet and an equity story
singularly focused on the ProService platform business. The Board believes
that this combination offers a compelling proposition for all stakeholders: a
capital-light and more cash-generative and more focused business well-placed
to strengthen its position as, in the Board's view, the leading digital
marketplace for building services in the UK.

Having evaluated alternatives, the Board is satisfied that the Speedy Hire
Commercial Agreement and the Transaction represent the optimal route to unlock
ProService's potential and to establish it as a leading marketplace supported
by a committed industry participant who will also become a shareholder in the
Group.

3.      Principal Terms of the Transaction

The THSC Disposal, the Speedy Hire Commercial Agreement and the Speedy Hire
Investment are inter-conditional and subject to the satisfaction of certain
conditions including:

·     the UK Competition and Markets Authority ("CMA") having confirmed
in response to a briefing paper submitted by Speedy Hire in connection with
the Speedy Hire Commercial Agreement and Speedy Hire Investment, that it has
no further questions in relation to the same and, as at midday the Dealing Day
immediately prior to the date on which Admission is proposed, it having not:

o  requested submission of a merger notice pursuant to s.96 of the Enterprise
Act 2002 ("EA02");

o  indicated to Speedy Hire or HSS that it intends to, or is considering
whether to, commence an investigation;

o  confirmed that the statutory review period in which the CMA has to decide
whether to make a reference under section 34ZA EA02 has begun; or

o  requested or ordered documents, information or attendance by witnesses
which indicate that it is considering whether to: (i) request submission of a
merger notice; (ii) commence the aforementioned statutory review process in
respect of the Speedy Hire Commercial Agreement or Speedy Hire Investment; or
(iii) otherwise commence an investigation into any aspect of the Speedy Hire
Commercial Agreement or Speedy Hire Investment; and

(the "CMA Condition")

·     Admission occurring by no later than 8.00 a.m. on 31 December 2025
(or such later date and time as may be agreed by Speedy Hire and HSS);

·     shareholder approval for the allotment and issue of the ordinary
shares in HSS to be issued pursuant to the Subscription (the "Subscription
Shares") to Speedy Hire on a non-pre-emptive basis;

·     the Speedy Hire Commercial Agreement becoming unconditional (save
for any condition related to Admission) and not having been terminated prior
to Admission; and

·     the THSC Disposal becoming unconditional (save for any condition
related to Admission) and not having been terminated prior to Admission.

The consequence of the above is that all of the THSC Disposal, the Speedy Hire
Commercial Agreement and the Speedy Hire Investment are inter-conditional and
will complete concurrently.

Speedy Hire Commercial Agreement

Under the Speedy Hire Commercial Agreement from Completion ProService will
grant Speedy AS a right of first refusal ("Speedy Hire ROFR") to supply
ProService in relation to customer orders for tools and hire equipment placed
through the ProService marketplace across a defined range of products. Prices
are fixed for the first three years of the Speedy Hire Commercial Agreement
and subject to an inflationary index beyond that. ProService will also grant
Speedy AS a ROFR to supply ProService in relation to testing, inspection and
certification services orders placed with ProService. Speedy AS therefore
becomes ProService's preferred supplier for core hire products, providing
assured capacity and service levels which will replace the historic
intra-group trading with THSC.

Under the Speedy Hire Commercial Agreement, Speedy AS will commit to procure
all of its customers' re-hire requests and certain of their resale requests
and route this activity through the ProService platform, providing the Group
with a meaningful additional revenue stream as volumes transition. In
addition, Speedy AS will, pursuant to the Training Agreement, transfer certain
training assets to ProService and will, pursuant to the Speedy Hire Commercial
Agreement, procure its customers' training requirements from ProService's
training division, broadening ProService's offer to Speedy AS's customers.

Overall, the Speedy Hire Commercial Agreement establishes a strategically
aligned agreement for an initial five-year term, with an option for Speedy AS
to extend the initial term for a further three years. ProService is expected
to benefit from enhanced economics compared to the THSC intercompany supply
together with incremental revenues. Both parties intend to implement
appropriate governance and operational interfaces to support delivery, which
shall be monitored by agreed key performance indicators. The Board believes
this commercial agreement will strengthen ProService's market position and
financial performance over the medium term.

As part of the Speedy Hire Commercial Agreement and pursuant to the Speedy
Hire APA, Speedy AS will purchase substantially all of THSC's equipment on
hire through the ProService platform as at Completion and THSC will transfer
the right of use of certain property and motor vehicle leases and associated
lease liabilities ("Sale Assets"). The supply switch of the equipment on hire
will be immediate, ensuring the continuality of service for ProService
customers.

The Sale Assets profits for the 15 months ended 31 March 2025 were £Nil and
gross assets at 31 March 2025 were £37.1 million, assuming an estimated net
book value of £19.3 million for the THSC equipment on hire at Completion,
excluding any portfolio impairments noted in the financial statements for the
15 months ended 31 March 2025 which were separately announced. The Sale Assets
profits for the year ended 30 December 2023 was £Nil and gross assets were
£37.1 million assuming an estimated book value of £19.3 million for the THSC
equipment on hire at Completion. The consideration is being satisfied in cash
as part of the £35.0 million of funds payable by Speedy Hire to HSS in
accordance with the terms of the Transaction Agreement, the Subscription
Agreement and the Speedy Hire APA.

Transaction Agreement

For the purposes of giving effect to the Speedy Hire Investment, each of HSS,
Speedy Hire, THSG, ProService and Speedy AS have entered into the Transaction
Agreement, which shall govern the terms on which Speedy Hire has agreed to
effect the Speedy Hire Investment, including the payment of approximately
£35.0 million by Speedy Hire to the Group as consideration for the
Subscription Shares and the Sale Assets.

The terms of the Transaction Agreement are supplemented by the Subscription
Agreement and the Speedy Hire APA which provide for the implementation of the
terms of the Transaction Agreement including, without limitation: (i) the
issue of the Subscription Shares to Speedy Hire; and (ii) the sale of certain
assets by THSG to Speedy AS and the assumption by Speedy AS of certain
liabilities of THSG including, without limitation, liabilities in respect of
employees, properties, vehicles and equipment.

Subscription Agreement

On 6 October 2025 HSS entered into the Subscription Agreement pursuant to
which it has, subject to the satisfaction of certain conditions, agreed to
issue the Subscription Shares to Speedy Hire as part of the Speedy Hire
Investment, which will result in Speedy Hire owning approximately 9.99% of the
enlarged share capital of HSS immediately following the issue of the
Subscription Shares (subject to any dilution as a result of the exercise of
any employee share options between the date of the Subscription Agreement and
Completion).

Under the terms of the Subscription Agreement there is no separately ascribed
value for the Subscription Shares. For accounting purposes, the Board are,
however, required to ascribe a value for the Subscription to determine the
amounts to be recorded to HSS' share premium account. The Board will determine
the value of the Subscription when they make the necessary Companies House
fillings following Completion.

Pursuant to the Subscription Agreement, Speedy Hire has agreed to a 'lock-in',
preventing it from transferring the legal or beneficial ownership of the
Subscription Shares for a period of 18 months following Admission, subject to
a limited number of customary exceptions. The lock-in also includes a further
orderly market undertaking from Speedy Hire which applies for a period of 6
months after the lock-in period ends and requires, inter alia, the
Subscription Shares to only be disposed of through HSS's brokers during that
period with a view to maintaining an orderly market in the Shares, except in
certain limited circumstances considered customary for an agreement of this
nature.

Pursuant to the Subscription Agreement (and subject to Speedy Hire holding not
less than 5 per cent. of the Ordinary Shares in issue from time to time)
Speedy Hire has the right to appoint one board observer, who will be invited
to attend all Board meetings, subject to customary provisions as regards
conflicts of interest (which would include any discussions relating to the
Speedy Hire Commercial Agreement) and the disclosure of competitively
sensitive information, however such observer will not be entitled to a vote
and will not be compensated by HSS.

The Subscription is conditional, inter alia, on the Speedy Hire Commercial
Agreement, the THSC SPA, and the Speedy Hire APA becoming unconditional save
in respect of any condition relating to Admission and Admission occurring by
no later than 8.00 a.m. on 31 December 2025 (or such later date as may be
agreed between HSS and Speedy Hire).

The Subscription Agreement will terminate if any of its conditions become
incapable of being satisfied or are not satisfied by 8.00 a.m. on 31 December
2025, or by mutual written agreement between HSS and Speedy Hire.

HSS is required to obtain authority to issue and allot the new Ordinary Shares
subject to the Subscription and to disapply pre-emption rights in respect of
the same. Accordingly, a General Meeting of HSS will be called to request
approval for the issue of Ordinary Shares and the corresponding disapplication
of pre-emption rights (see section 6 for further detail).

An application will be made to the London Stock Exchange for admission of the
Subscription Shares being issued pursuant to the Speedy Hire Investment to
trading on AIM following the CMA Condition being satisfied. The expected date
of Admission of the Subscription Shares will be provided in a subsequent
announcement by HSS.

Speedy Hire APA

On 6 October 2025, THSG and HSS entered into an asset purchase agreement with
Speedy AS for the transfer of the Sale Assets, comprising equipment out on
hire to customers of ProService as at Completion and the right of use of
certain property and motor vehicle leases. In addition, Speedy AS has agreed
to assume certain liabilities in respect of: (i) employees who will transfer
to Speedy AS pursuant to TUPE as a consequence of the asset transfer (ii)
leases for certain properties; (iii) equipment leases; and (iv) motor vehicle
leases. Completion of the Speedy Hire APA is conditional upon, inter alia,
Admission.

The consideration payable for the transfer of the assets under the Speedy Hire
APA shall be determined by HSS under the terms of the Transaction Agreement
and form part of the Speedy Hire Investment and will be used to, in part, fund
the Seller Contribution to THSC as it transitions to becoming an independent
business under the ownership of Bidco following Completion.

Training Agreement

On 6 October 2025, Speedy AS entered into an agreement with HSS Training
Limited for the transfer of the lease over the Ossett Fire State located at
Dale Street, Ossett and certain motor vehicle leases (associated with the
staff who work on site). Completion of the Training Agreement is conditional
on Admission.

4.      THSC Disposal

As a condition to the Speedy Hire Investment, HSS will legally separate and
divest its traditional hire operations division operated by THSC. THSC has
historically been the Group's largest supplier of equipment to ProService, but
under the Speedy Hire Commercial Agreement, Speedy Hire will replace THSC as
ProService's principal supplier of equipment for hire.

On Completion THSG will cease to act as a supplier to ProService other than
pursuant to the terms of the THSG Commercial Agreement.

Pursuant to the THSC Disposal HSS will dispose of THSC for £1 and has agreed
to provide the Seller Contribution, comprising approximately £26.0 million
for the purpose of restructuring the operations of THSC following THSG no
longer being the primary supplier to ProService as a result of the Speedy Hire
Commercial Agreement. This will be satisfied out of the net proceeds of the
Speedy Hire Investment. This approach delivers a clean exit of THSC for the
Group.

The decision to dispose of THSC has been reached by the Board after careful
review of all alternatives. The Board is satisfied that the THSC Disposal is
necessary to secure the long-term focus and growth of ProService and deliver
what the Board believes to be a cost effective way of separation. The result
of the Speedy Hire Commercial Agreement for THSG is that it will no longer be
the primary supplier to ProService, its largest customer, other than through
the THSG Commercial Agreement.

HSS today announced its financial results for the 15 months ended 31 March
2025. THSC's adjusted profit before tax for the 15 months ended 31 March 2025
was £(9.6) million and gross assets at 31 March 2025 were £99.7 million. The
THSC segments (being THSC and its direct and indirect subsidiaries) adjusted
profit before tax for the year ended 30 December 2023 was £8.3m.

The THSC legal entity's profit before tax for the year ended 30 December 2023
was £4.7 million and gross assets were £199.4 million. The £1 consideration
is being satisfied in cash.

Overview of THSC

THSC, formerly known as HSS Operations, provides building-related tools,
equipment and powered access via its extensive nationwide network of over 130
locations. THSC is dedicated to delivering a personable hire service to over
9,500 end customers across the UK, including tradespeople, facilities
management and construction companies.

Background on Bidco

Bidco is a newly incorporated company, incorporated for the purposes of the
acquisition of THSC by funds managed by Endless LLP, a UK based private equity
fund manager. The acquisition of THSC is supported by the Enact Funds (being
funds managed or controlled by Endless LLP) which invest in UK based small and
medium sized businesses.

THSC SPA

On 6 October 2025 Hero, HSS and Bidco entered into the THSC SPA for the sale
of the entire issued share capital of THSC to Bidco.

The THSC SPA is conditional on, inter alia (i) the CMA Condition being
satisfied, (2) the passing of the Resolutions, (3) HSS and Speedy Hire each
releasing an announcement in accordance with the AIM Rules and/or the Listing
Rules, (4) the Speedy Hire Commercial Agreement becoming unconditional, (5)
the Speedy Hire APA becoming unconditional, and (6) Admission taking place.

Other key terms of the THSC SPA are as follows:

1.      Bidco will acquire the total share capital of THSC from Hero for
£1, with HSS providing a Seller Contribution of £26.0 million to Bidco to
facilitate separation and restructuring of the THSC business;

2.      Each of HSS and Hero have agreed to give customary fundamental
warranties in respect of capacity, authority and solvency and the Seller has
given fundamental warranties relating to its ability to transfer the shares
free from encumbrances;

3.      Hero has agreed to give certain business warranties in respect of
THSC, including in respect of property and employment arrangements;

4.      Customary cross-indemnities have been given by each of Hero and
HSS and Bidco in respect of the release of any cross-guarantees between the
Group and THSC and its subsidiaries;

5.      HSS has agreed to pay a break-fee of £450,000 (plus any
irrecoverable VAT) if the THSC SPA is terminated by Bidco as a result of
failure to satisfy the conditions and/or certain fundamental breaches by the
Seller;

6.      the SPA may be terminated by Bidco in limited circumstances such
as breach of fundamental warranty, breach of certain material interim
operating covenants and failure of Hero to satisfy the conditions; and

7.      The THSC SPA contains an anti-embarrassment provision, under
which Hero will be able to recoup up to £16 million of the Seller
Contribution following completion of the THSC Disposal if Bidco disposes of
the THSC business or enters into a similar transaction under which the Enact
Funds extract value from the THSC business (including with respect to any
merger, investment or recapitalisation) within 12 months following completion
of the THSC Disposal.

Hero has agreed to customary interim operating covenants in relation to the
operation of THSC's business between the date of the agreement and completion
of the THSC Disposal.

Pursuant to the THSC SPA, HSS will be required to contribute to THSC in
aggregate £26.0 million by way of: (i) initial funding of £16.0 million (a
proportion of which shall be funded by Hero through loan notes to be issued by
THSC, to be immediately transferred to the Enact Funds (being funds managed or
controlled by Endless LLP), and/or via proceeds from the sale of certain
assets to Speedy AS); and (ii) a subsequent deferred contribution of £10
million payable in equal tranches commencing on the 7th month following
Completion with the final payment due immediately prior to the first
anniversary of Completion which is payable either: (a) to the Enact Funds; or
(b) by way of subscription for additional loan notes in THSC which shall
immediately be transferred to Bidco for nominal consideration. The Seller
Contribution includes an amount of £3 million (representing the minimum cash
that HSS is required to ensure is available to THSC at Completion pursuant to
the terms of the THSC SPA).

Brand Licence

ProService will enter into a Brand Licence with THSC, which will become
effective on Completion of the THSC SPA. Under the terms of the Brand Licence,
ProService grants THSC an exclusive, royalty-free, non-transferable and
non-sublicensable licence (with specific, limited permissions for
sub-licensing within the THSC group) to use the name HSS The Hire Service
Company in a permitted form in the UK in connection with its business until
the licence is terminated.

THSC is also permitted to use the "HSS Hire" trade marks on its kit and on
workwear worn by its employees for a non-renewable term of five years
following Completion.

The Brand Licence can be terminated by THSC on 30 days prior written notice to
ProService or by ProService if THSC breaches certain provisions of the Brand
Licence or undergoes a change of control to a competitor (being a provider of
a technology platform for the hire or sale of tools and/or equipment). Either
party may also terminate the Brand Licence for the other party's material
breach (which is irremediable or not remedied within 30 days of notice to do
so) or if the other party suffers an insolvency-related event.

In the event that ProService notifies THSC that it has ceased its use of the
"HSS Hire" trade marks and the words "HSS Hire" in the UK or if ProService is
wound-up, THSC may request a transfer of those rights, subject to payment of
£1 to ProService.

THSG Commercial Agreement

ProService and THSG will enter into the THSG Commercial Agreement which will
become effective on Completion of the THSC SPA, to ensure a smooth transition
following the THSC Disposal. The THSG Commercial Agreement is for a fixed term
of five years following Completion.

In order to facilitate the successful separation of ProService and THSC, for
the duration of the term of the THSG Commercial Agreement, ProService shall
give THSG a ROFR in respect of hire requests ProService receives from its
customers, located in specified postcodes, relating to powered access
equipment.

THSG is required to give ProService a ROFR in respect of requests THSG
receives from customers relating to the supply of equipment and services
supplied by ProService to its customers, including equipment rehires and the
sale of goods and services including materials, tools and waste disposal. THSG
shall also introduce its customers who request training services to HSS
Training Limited with an agreed rate of commission payable to THSG in respect
of any subsequent training orders from referred customers.

If either party exercises their ROFR, the other party shall engage them for
the supply of the relevant equipment or services. The THSG Commercial
Agreement includes agreed rates and agreed KPIs which shall be used to monitor
both parties' compliance with the terms of the THSG Commercial Agreement and
the standards of supply.

5.      Separation and Transitional Arrangements

Change of Name

In order to reflect the change in HSS's business and the THSC Disposal, HSS is
also proposing to change its name to ProService Building Services Marketplace
PLC (the "Name Change"). Accordingly, the General Meeting will be convened to
seek shareholder approval for the Name Change.

IT APA

On 6 October 2025, THSG entered into an asset purchase agreement with
ProService for the transfer of certain IT assets, namely its main IT system
"Spanner" (that is currently used both by THSG and ProService) and certain
customer contracts, to ProService ("IT APA"). ProService has agreed to assume
certain liabilities in respect of: (i) employees who will transfer to
ProService under TUPE as a consequence of the asset transfer (ii) the
transferring IT assets and (iii) the transferring customer contracts.
Completion of the IT APA is conditional on the THSC SPA and Speedy Hire APA
becoming unconditional.

The IT assets that are being transferred under the IT APA include the physical
software that is Spanner and a variety of physical IT equipment that relates
to the running of Spanner, such as laptops, mobile phones and physical
servers. THSG will be granted continued access to Spanner for a transitional
period following Completion under the transitional services agreement which is
further described below.

Transitional Services and Reverse Transitional Services Agreements

ProService, as service provider, has agreed to enter into a transitional
services agreement (the "TSA") with THSG for the provision of certain finance,
HR and technology services to facilitate separation following the THSC
Disposal. Each party's liability under the TSA is subject to an agreed
financial cap and market standard exclusions and limitations.

THSG, as service provider, has agreed to enter into a transitional services
agreement (the "RTSA") with ProService for the provision of limited management
account and fleet management services to facilitate separation following the
THSC Disposal. Each party's liability under the RTSA is subject to an agreed
financial cap and market standard exclusions and limitations.

6.      Group debt facilities

Our lenders have provided their support to the Transaction and have agreed to
a re-setting of both interest-cover and leverage covenants to reflect the
changes to the Group including the disposal of THSC and to provide sufficient
covenant headroom as the Group transitions to the new commercial arrangements
with Speedy Hire.

As part of the amendment to the senior facilities agreement dated 9 November
2021 (as amended and/or restated from time to time, the "Senior Facilities
Agreement"), the revolving credit facility made available under the Senior
Facilities Agreement has been reduced from £20 million to £5 million and the
financial covenants have been re-set to reflect, amongst other things, the
THSC Disposal. The term loan outstanding under the Senior Facilities
Agreement, which has a balance of approximately £39 million after the
repayment earlier this year following the disposal of HSS Ireland, will now
include £10 million of amortisation between Completion and the final maturity
of the Senior Facilities Agreement. There has been no change to the final
maturity date of the Senior Facilities Agreement, which remains 30 September
2026.

7.      Conditions of the Transaction

The THSC Disposal, the Speedy Hire Commercial Agreement and the Speedy Hire
Investment are inter-conditional and subject to the satisfaction of certain
conditions including:

·     the CMA Condition;

·     Admission occurring by no later than 8.00 a.m. on 31 December 2025
(or such later date and time as may be agreed by Speedy Hire and HSS);

·     shareholder approval for the allotment and issue of the ordinary
shares in HSS to be issued pursuant to the Subscription (the "Subscription
Shares") to Speedy Hire on a non-pre-emptive basis;

·     shareholder approval of the THSC Disposal and the Speedy Hire APA;

·     the Speedy Hire Commercial Agreement becoming unconditional (save
for any condition related to Admission) and not having been terminated prior
to Admission; and

·     the THSC Disposal becoming unconditional (save for any condition
related to Admission) and not having been terminated prior to Admission.

The Board intend to publish a circular convening a general meeting of
shareholders as soon as reasonably practicable to seek approval from the HSS
shareholders in respect of: (i) the Subscription; and (ii) the change of name
of HSS to ProService Building Services Marketplace PLC.

In view of the size of the THSC Disposal, the disposal of the Sale Assets and
the prior disposal of HSS Hire Ireland Limited, the THSC Disposal and the
Speedy Hire APA is deemed to constitute a disposal resulting in a fundamental
change in the business of the Company under Rule 15 of the AIM Rules, which
requires aggregation of disposals within a twelve-month period. Accordingly,
the THSC Disposal and the Speedy Hire APA is conditional upon Shareholder
approval.

Notwithstanding this classification, the THSC Disposal and the Speedy Hire APA
will not result in the Company divesting of all, or substantially all, of its
existing trading business, activities or assets and therefore, for the
purposes of the AIM Rules, the Company will continue to be deemed an operating
company and not be deemed to become an AIM Rule 15 Cash Shell following
Completion.

The Transaction will terminate in accordance with its terms if the conditions
have not been satisfied by the Long Stop Date.

8.      Additional information

HSS Board

There will be no changes to the composition of the Board as a result of the
Transaction. Following Completion, it is expected that the following changes
in title and role will occur. Whilst Steve Ashmore will remain on the Group
Board as a Director and Executive Chairman of ProService, from later in
October 2025 his time commitment to the Group will reduce, providing him with
the flexibility to focus on pursuits outside of HSS. The rest of the
Group structure remains unaffected by the Transaction.

General Meeting

In order to effect the Name Change, the THSC Disposal, the disposal of the
Sale Assets under the Speedy Hire APA and the allotment and issue of the
Subscription Shares, HSS requires the approval of its shareholders in the
manner described below.

The shareholders are entitled to receive notice of, attend, speak and vote at
the General Meeting.

·     The resolution to effect the Change of Name will be proposed as a
special resolution.

·     The resolution to grant authority to HSS to allot equity securities
pursuant to s.551 of the Companies Act 2006 up to a maximum amount to cover
the total number of shares being issued under the Subscription shall be
proposed as an ordinary resolution;

·     The resolution to approve the THSC Disposal and the Speedy Hire APA
as a fundamental change of business pursuant to Rule 15 of the AIM Rules shall
be proposed as an ordinary resolution; and

·     The resolution to disapply pre-emptive rights pursuant to s.570 of
the Companies Act 2006 over the allotment and issue of the Subscription Shares
shall be proposed as a special resolution,

together, the "Resolutions".

Irrevocable Undertakings

The HSS directors who hold shares (and their spouses, underage children and
connected companies) as well as Exponent and Ravensworth International,
holding an aggregate of 446,933,760 Ordinary Shares, representing
approximately 62.50 per cent. of HSS's voting share capital, have each
irrevocably undertaken to vote at the General Meeting in favour of the
Resolutions in respect of the Ordinary Shares to which they are beneficially
entitled.

Timetable

A timetable stating any relevant upcoming dates will be included in the
circular to be published in connection with the General Meeting.

 

Appendix - Definitions and Glossary

 Admission                         the admission of the Subscription Shares to trading on AIM in accordance with
                                   the AIM Rules.
 AIM                               AIM, the market of that name operated by the London Stock Exchange plc.
 AIM Rules                         AIM Rules for Companies published by the London Stock Exchange.
 AIM Rule 15 Cash Shell            A company listed on AIM, which is covered by the 'Divestment or Cessation'
                                   section of Rule 15 of the AIM Rules
 Bidco                             Project Mansell Newco Limited, a private limited company incorporated under
                                   the laws of England and Wales with registered number 16725025 and having its
                                   registered office at Ground Floor, 12 King Street, Leeds, United Kingdom, LS1
                                   2HL.
 Board                             the board of directors of HSS from time to time.
 Brand Licence                     means the brand licence entered into between ProService and THSC.
 Brokers                           Canaccord and Singer Capital Markets or any one of them (as the case may be).
 Canaccord                         Canaccord Genuity Limited, a private limited company incorporated under the
                                   laws of England and Wales with registered number 01774003 and having its
                                   registered office at 88 Wood Street, 10(th) Floor, London EC2V 7QR.
 Change of Name                    the proposed change of name of HSS to ProService Building Services Marketplace
                                   PLC.
 CMA                               the UK Competition and Markets Authority.
 Completion                        Completion of the Transaction.
 Dealing Day                       means a day on which dealings in domestic securities may take place on, and
                                   with the authority of, the London Stock Exchange.
 Enact Funds                       Enact Funds means Enact III LP (LP 021882) and Enact III Co-Investment LP (LP
                                   021876), each with registered offices at Ground Floor, 12 King Street, Leeds,
                                   LS1 2HL.
 Continuing Business               means the business operated by the Group following Completion.
 General Meeting                   the general meeting of the members of HSS to be convened by the Board to
                                   approve the Resolutions.
 Group                             HSS and any subsidiary undertaking of HSS, excluding THSC.
 HSS                               HSS Hire Group plc, a public limited company incorporated under the laws of
                                   England and Wales with registered number 09378067and having its registered
                                   office at Building 2, Think Park, Mosley Road, Manchester, England, M17 1FQ.
 HSS Training Limited              HSS Training Limited, a private limited company incorporated under the laws of
                                   England and Wales with registered number 04626272 and having its registered
                                   office at Building 2, Think Park, Mosley Road, Manchester, England, M17 1FQ.
 Hero                              Hero Acquisitions Limited, a private limited company incorporated in England
                                   and Wales with registered number 06209511  and having its registered office
                                   at Building 2, Think Park, Mosley Road, Manchester, England, M17 1FQ .
 IT APA                            the sale and purchase agreement entered into between THSG and ProService on 6
                                   October 2025 relating to the sale and purchase of certain IT assets.
 Long Stop Date                    31 December 2025
 MAR                               Article 7 of EU Regulation 596/2014 as it forms part of domestic law of the
                                   United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as
                                   amended.
 Name Change                       Proposal for HSS to change its name to ProService Building Services
                                   Marketplace PLC.
 Ordinary Shares                   ordinary shares of £0.01 each in the capital of HSS.
 ProService                        HSS ProService Limited, a private limited company incorporated in England and
                                   Wales with registered number 11084154 and having its registered office at
                                   Building 2, Think Park, Mosley Road, Manchester, England, M17 1FQ.
 Resolutions                       the shareholder resolutions to be proposed at the General Meeting to approve:

                                   (i)     the Change of Name;

                                   (ii)    the grant of authority to allot the Subscription Shares pursuant to
                                   s.551 of the Companies Act;

                                   (iii)   the THSC Disposal and the Speedy Hire APA as a fundamental change of
                                   business pursuant to Rule 15 of the AIM Rules; and

                                   (iv)   the disapplication of statutory pre-emption rights pursuant to s.570
                                   of the Companies Act in connection with the allotment of the Subscription
                                   Shares.
 ROFR                              right of first refusal
 RTSA                              the reverse transitional services agreement to be entered into between
                                   ProService and THSG.
 Sale Assets                       the assets to be sold by THSG to Speedy AS pursuant to the Speedy Hire APA
                                   including, equipment on hire through the ProService platform as at Completion
                                   and certain property and motor vehicle leases and associated lease liabilities
                                   of THSG.
 Seller Contribution               means the cash contribution of £26.0 million to be provided by or on behalf
                                   of HSS to THSC pursuant to the terms of the THSC SPA.
 Senior Facilities Agreement       the senior facilities agreement dated 9 November 2021 (as amended and/or
                                   restated from time to time)
 Speedy AS                         Speedy Asset Services Limited, a company incorporated in England and Wales
                                   with registered number 06847930 and having its registered office at Chase
                                   House, 16 The Parks, Newton Le Willows, Merseyside, WA12 0JQ
 Speedy Hire                       Speedy Hire plc, a company incorporated in England and Wales with registered
                                   number 00927680 and having its registered office at Chase House, 16 The Parks,
                                   Newton Le Willows, Merseyside, WA12 0JQ.
 Speedy Hire APA                   an asset purchase agreement between THSG and Speedy AS and HSS for the
                                   transfer of the Sale Assets.
 Speedy Hire Investment            the investment by Speedy Hire for the Subscription Shares and the Sale Assets.
 Singer Capital Markets            Singer Capital Markets Advisory LLP or Singer Capital Markets Securities
                                   Limited, as the context requires.
 Speedy Hire Commercial Agreement  the Speedy Hire commercial agreement entered into between ProService, HSS,
                                   Speedy AS and Speedy Hire on 6 October 2025.
 Subscription                      the subscription by Speedy Hire to the Subscription Shares pursuant to the
                                   Subscription Agreement.
 Subscription Agreement            the subscription agreement entered into on or around the date of this
                                   announcement between HSS and Speedy Hire relating to the issue of the
                                   Subscription Shares.
 Subscription Shares               the 79,368,711 Ordinary Shares to be issued to Speedy Hire pursuant to the
                                   Subscription Agreement.
 THSC                              HSS Service Finance Limited a private limited company incorporated under the
                                   laws of England and Wales with registered number 04977875 and having its
                                   registered office at Building 2, Think Park, Mosley Road, Manchester, England,
                                   M17 1FQ.
 THSG Commercial Agreement         the commercial agreement to be entered into between each of THSG and
                                   ProService.
 THSC Disposal                     the disposal of the entire issued share capital of THSC to Bidco pursuant to
                                   the THSC SPA.
 THSC SPA                          the sale and purchase agreement entered into between Hero, HSS and Bidco on 6
                                   October 2025 relating to the sale and purchase of the entire issued share
                                   capital of THSC.
 THSG                              HSS Service Group Limited a private limited company incorporated under the
                                   laws of England and Wales with registered number 00644490 and having its
                                   registered office at Building 2, Think Park, Mosley Road, Manchester, England,
                                   M17 1FQ.
 Training Agreement                the agreement entered into between Speedy AS and HSS Training Limited in
                                   connection with the transfer of the Ossett Fire State lease.
 Transaction                       the transactions contemplated by the THSC Disposal, the Speedy Hire Commercial
                                   Agreement and the Speedy Hire Investment.
 Transaction Agreement             the transaction agreement entered into between HSS, Speedy Hire, THSG,
                                   ProService and Speedy AS on 6 October 2025 relating to the Speedy Hire
                                   Investment.
 TSA                               the transitional services agreement to be entered into between ProService and
                                   THSG.
 TUPE                              means the Transfer of Undertakings (Protection of Employment) Regulations 2006
                                   as amended from time to time, any legislation enacted to give effect to
                                   Council Directive 23/2001 (as such directive is amended, consolidated or
                                   replaced from time to time), Service Provision Change (Protection of
                                   Employment) Regulations (Northern Ireland) 2006.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDPKABPPBDKCKK