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REG - Hill & Smith PLC - Commencement of share buyback programme

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RNS Number : 1466V  Hill & Smith PLC  13 August 2025

13 August 2025

Hill & Smith PLC

 

Commencement of £100m share buyback programme

 

Hill & Smith PLC (the 'Company' or the 'Group'), a leading provider of
solutions that enhance the resilience of vital infrastructure and the built
environment, announces that from today it will commence a programme to
purchase up to an aggregate consideration of £100 million of the Company's
ordinary shares of 25 pence each (the 'Ordinary Shares') (the 'Programme')
that is expected to complete by no later than 31 March 2027.

 

As set out in the Group's Interim Results for the six months ended 30 June
2025 published today, having assessed the capital requirements of the business
to fund organic growth, execute on acquisitions and provide a growing
dividend, the Board is confident that, given the strength of the Group's
balance sheet and cash generation, the Company also has the capacity to make
an additional return of capital to shareholders and remain comfortably within
its target leverage range of 1-2x.

 

Accordingly, the purpose of the Programme is to reduce the Company's share
capital and the Company therefore intends to cancel the Ordinary Shares
purchased under the Programme. Any purchases will be conducted in compliance
with the relevant conditions for trading, restrictions regarding time and
volume, disclosure and reporting obligations, and price conditions. The
Company confirms that it currently has no unpublished inside information.

The Programme will initially be conducted in accordance with and under the
terms of the general authority granted by the Company's shareholders at the
Company's Annual General Meeting on 22 May 2025, which authority will expire
at the end of the next Annual General Meeting of the Company in 2026 or, if
earlier, at the close of business on 22 August 2026 (the '2025 Authority').
Purchases effected following the expiry of the 2025 Authority will be
conditional on the receipt of a similar shareholder authority being granted at
the Company's 2026 Annual General Meeting (the '2026 Authority').

The Company has entered into irrevocable commitments with its joint brokers,
Numis Securities Limited ('Deutsche Numis') and Jefferies International
Limited ('Jefferies'), to operate the Programme through a non-discretionary
programme, by making market purchases of Ordinary Shares as riskless
principals for the on-sale of such Ordinary Shares to the Company, and within
certain defined parameters. Deutsche Numis and Jefferies will make trading
decisions in relation to the buyback of Ordinary Shares independently of the
Company within the Programme terms. Deutsche Numis and Jefferies will operate
the Programme from today, each completing the buyback in respect of £50m of
Ordinary Shares. The first £50m tranche will be undertaken by Deutsche Numis.

The Programme will be carried out on the London Stock Exchange and other
trading venues and executed within the parameters of the Market Abuse
Regulation 596/2014/EU and the Commission Delegated Regulation 2016/1052/EU
(as each forms part of domestic law under the European Union (Withdrawal) Act
2018, including where relevant pursuant to the Market Abuse (Amendment) (EU
Exit) Regulations 2019) and Chapter 9 of the UK Listing Rules of the Financial
Conduct Authority.

The maximum number of shares that currently may be purchased under the
Programme is 4,023,960 (being the number of shares able to be purchased under
the 2025 Authority) with further purchases dependent upon shareholder approval
of the 2026 Authority.

This announcement contains inside information for the purposes of article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law in
the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 and
as amended by regulation 11 of the Market Abuse (Amendment) (EU Exit)
Regulations 2019/310. With the publication of this announcement, this
information is now considered to be in the public domain.

For further information, please contact:

Hill & Smith PLC

 

Mark Else, Interim Chief Financial
Officer
Tel: +44 (0)121 704 7434

Karen Atterbury, Group Company Secretary
 

Chris Dyett, Head of Investor Relations

 

Notes to Editors

Hill & Smith PLC is a leading provider of solutions that enhance the
resilience of vital infrastructure and the built environment. The Group
employs c.4,500 people, with the majority employed by its autonomous, agile,
customer focussed operating companies based in the UK, USA and India. The
Group office is in the UK and Hill & Smith PLC is quoted on the London
Stock Exchange (LSE: HILS.L).

 

The Group's operating companies are organised into three divisions:

 

-      US Engineered Solutions

-      UK & India Engineered Solutions

-      Galvanizing Services

 

Our Engineered Solutions businesses manufacture and supply steel and composite
solutions for a wide range of infrastructure end markets including power
transmission and distribution, water and wastewater management, data centre
construction, transport infrastructure, and other industrial construction.

Our Galvanizing Services operations, based in the UK and US, increase the
sustainability and maintenance free life of steel products including
structural steelwork, lighting, bridges, and other products for infrastructure
and construction end markets.

 

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