ProService shareholders to vote on refinancing plan; dilution seen far above stock’s market value

ProService shareholders to vote on refinancing plan; dilution seen far above stock’s market value

July 2, 2026

London, July 2, 2026, 12:08 BST

  • ProService’s planned £60 million refinancing stands at roughly 3.9x the equity value based on its late-morning 1.93p share price and most recent share count.
  • The convertible notes may be turned into as many as 1.2 billion shares, which would make up roughly 60% of the expanded share count.
  • Investors holding 65.91% of the company’s shares are committed to support the July 17 vote.
  • Directors said if shareholders don’t pass the resolutions, and the group can’t secure new funding, it could push the company toward administration.

ProService Building Services Marketplace Plc (LON:PRO) shifted to a refinancing and dilution play after a proposed £60 million funding package pointed to heavy new cash and a likely large share issue. On June 29, the company said it will look to issue as much as £25 million in floating-rate secured convertible loan notes to Ravensworth (International) Limited, with a £35 million asset-based lending deal lined up with Leumi UK Group Limited.

AIM was open at the time reported. TradingHours.com showed the London Stock Exchange July 2 session running from 8:00 a.m. to 4:30 p.m. local, with London time at 12:08 BST.

PRO was last trading at 1.93p, down nearly 5%, at 11:54:24. Bid stood at 1.93p, offer at 2.60p, per ADVFN. That’s about a 30% spread on the midpoint. ADVFN data put volume at 454,605 shares, with about £8,800 traded at the last price. Market cap was £15.33 million.

MeasureFigureInvestor read-through
Share price used for calculation1.93pADVFN showed this at 11:54 BST
Shares in issue798.6 millionFrom the latest date in the refi RNS
Implied equity value£15.4 millionCalculated by Reuters
Convertible loan notesup to £25.0 millionThat’s 1.6x implied equity
ABL facilityup to £35.0 million2.3 times implied value
Headline refinancingup to £60.0 million3.9x on implied equity
Existing debt to be repaid£37.9 million2.5 times implied value

The funds will go toward paying down the group’s current debt under its senior facilities deal, which was £37.9 million not including accrued interest as of the most recent practicable date. Those facilities come due Sept. 30, and the company said lenders have signalled an extension is unlikely.

The share issue risk is high. The notes have a 4.0p conversion price, which is 53.8% above the 2.60p close on June 26, but up to 1.2 billion new shares could be issued if all the notes convert. There are 798.6 million shares out now.

Capital lineBefore conversionFull conversion case
Ordinary shares798.6 million1.999 billion
New conversion sharesup to 1.2 billion
Conversion shares as enlarged capitalabout 60%
Dilution to existing holdersabout 60%
Ravensworth concert party stake26.02%70.44%

The plan includes that shift in control. Ravensworth and Pectan have 26.02% before conversion, and the Takeover Panel has given a Rule 9 waiver, meaning the Ravensworth concert party won’t need to make a mandatory offer if they convert.

This vote isn’t routine. ProService said Exponent Private Equity, the Ravensworth concert party, Speedy Hire Plc (LON:SDY), and directors with 65.91% of the shares have agreed to back the resolutions. The board warned if the resolutions don’t pass and nothing else comes up in time, they may have to put the company into administration. That means shareholders could lose everything.

ProService’s refinancing comes after a major overhaul. The company, which used to be called HSS Hire Group, finished its shift to an asset-light marketplace model in November 2025. That move included selling The Hire Service Company and signing a five-year supply deal making Speedy Hire its main equipment partner. Non-executive chairman Alan Peterson said in December: “Our transformation to an asset-light, pure-play marketplace is now complete.” Investegate

The operating case is still being rebuilt. The group posted £135.6 million revenue and £14.2 million underlying EBITDA for the six months to Sept. 30, 2025. For FY2026, it put continuing revenue at £248 million and said adjusted EBITDA was breakeven. Revenue so far this year, for the first two months, is up over 10% on the year. The group left FY2027 underlying EBITDA guidance at £9 million to £12 million.

Investors are watching the July 17 vote as the next key move for the stock. Shares trade at 1.93p, putting it near 0.06 times FY2026 continuing revenue. Liquidity is thin and the company’s debt package is close to four times implied equity. The conversion setup could leave current holders with around 40% of the larger group.

Marcin Frąckiewicz

Marcin Frąckiewicz is the CEO of TS2 Space and a longtime technology entrepreneur focused on telecommunications, satellite communications and digital innovation. A graduate of the Warsaw School of Economics (SGH), he writes about space technology, artificial intelligence and publicly traded technology companies. His analysis covers major market trends, emerging technologies and the businesses shaping the future of the global economy.

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