REG-PHSC Plc: Commencement of Further Share Buyback Programme

PHSCAnnouncement

19/03/2024 07:00

19 March 2024

 

PHSC PLC

("PHSC" or the "Company")

 

Commencement of Further Share Buyback Programme

 

PHSC (AIM: PHSC), a leading provider of health, safety, hygiene and
environmental consultancy services and security solutions to the public and
private sectors, is pleased to announce the commencement of a further share
buyback programme in respect of ordinary shares of 10p each in the capital of
the Company ("Ordinary Shares") up to a maximum of 1,777,053 Ordinary Shares
or such number of Ordinary Shares as may be acquired for a gross amount of
£200,000, whichever is the lower (the "Buyback Programme"). The Buyback
Programme forms part of the Company's broader strategy to deliver returns to
its shareholders and the Company intends to buy Ordinary Shares in the market
as well as any larger parcels of Ordinary Shares, to the extent they become
available.

The Company's board of directors (the "Board") has decided to effect the
Buyback Programme in light of the Company's previous successful buyback
programmes conducted in 2021, 2022 and 2023 and the fact that PHSC's closing
middle market share price as at 18 March 2024, being the latest practicable
date prior to this announcement, of 21.5p represents a significant discount to
the pro-forma net asset value per share of approximately 32.2p (unaudited) as
at 30 September 2023. The Board believes that the Buyback Programme will
enable the Company to further optimise its capital structure.

The Buyback Programme will be managed by Novum Securities limited ("Novum"),
the Company's broker. The Buyback Programme will be implemented in accordance
with the terms of the Company's pre-existing authority to make market
purchases of its Ordinary Shares (the "Authority"), as granted at the
Company's annual general meeting held on 28 September 2023 and will be
conducted within certain set parameters.

Pursuant to the Authority, the maximum price to be paid per Ordinary Share is
to be no more than 105 per cent. of the average middle market closing price of
an Ordinary Share over the five business days preceding the date of purchase.
The Buyback Programme will commence today and will continue, subject to not
being completed earlier, until 12 April 2024, when its efficacy will be
further reviewed.

Any shareholders wishing to sell Ordinary Shares pursuant to the Buyback
Programme should contact Novum on the telephone number set out below.  Any
repurchases shall be at the sole discretion of the directors of the Company
(other than the Concert Party Directors, as defined below) and shall be
effected in such manner and on such terms as they may from time to time
determine in line with the Authority.

Any Ordinary Shares acquired by the Company pursuant to the Buyback Programme
will be announced to the market and will initially be held in treasury and may
be cancelled at a later date.

Due to the limited liquidity in the issued Ordinary Shares, any buyback of
Ordinary Shares pursuant to the Authority on any trading day may represent a
significant proportion of the daily trading volume in the Ordinary Shares on
AIM and may exceed 25 per cent. of the average daily trading volume, being the
limit laid down under Article 5(1) of the Market Abuse Regulation (EU) No.
596/2014 as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended, and, in such circumstances,
the Company will not benefit from the exemption contained in that Article.

The Company's cash position as at 14 March 2024 was approximately £677,500.

The Company confirms that it currently has no unpublished price sensitive
information other than that which has been disclosed above.

City Code Considerations, Concert Party and Related Party Transaction

The Board notes that certain of the Company's directors, namely Stephen King
(Chairman and CEO) and Nicola Coote (Deputy Chairman and Deputy CEO),
co-founders and longstanding executive directors of the Company, are deemed,
along with their respective spouses and close relatives, to be members of a
concert party in respect of the Company as defined in the City Code on
Takeovers and Mergers (the "City Code") (the "Concert Party"). The Concert
Party is currently interested, in aggregate, in 4,789,322 Ordinary Shares
representing approximately 43.40 per cent. of the Company's existing issued
share capital.

The City Code, which is issued and administered by The Panel on Takeovers and
Mergers (the "Panel"), applies to the Company, as an AIM quoted company with a
UK registered office, and, as such, the Company's shareholders are entitled to
the protections afforded by the City Code. As the Buyback Programme may result
in an increase in the proportionate voting interests of each Shareholder who
retains an unaltered shareholding following any share purchases effected by
the Company, it gives rise to certain considerations under the City Code.

Under Rule 9 of the City Code, where any person acquires, whether by a series
of transactions over a period of time or not, an interest (as defined in the
City Code) in shares which (taken together with shares in which such person is
already interested and in which persons acting in concert with such person are
interested) carry not less than 30 per cent. but does not hold more than 50
per cent. of the total voting rights of a company which is subject to the City
Code, that person, and any person(s) acting in concert with them, is normally
required by the Panel to make a general offer in cash to all of the remaining
shareholders to acquire the remaining shares in that company not held by it
and/or its concert parties (a "Rule 9 Offer"). Rule 37.1 of the City Code
further provides that when a company redeems or purchases its own shares, any
resulting increase in the percentage of shares carrying voting rights in which
a person or group of persons acting in concert is interested will be treated
as an acquisition for the purposes of Rule 9 of the City Code.

Accordingly, certain members of the Concert Party, namely Stephen King and
Nicola Coote (the "Concert Party Directors"), have agreed, prior to any share
purchases occurring pursuant to the Buyback Programme, to enter into
irrevocable undertakings in respect of the Buyback Programme (the
"Irrevocables"). Pursuant to the terms of the Irrevocables, the Concert Party
Directors will irrevocably and unconditionally agree to sell (in the case of
Stephen King, via his SIPP provider, the entity which holds the majority of
his interest in the Ordinary Shares) to the Company such number of Ordinary
Shares as is required to ensure that the existing aggregate percentage holding
of the Concert Party does not increase at any time as a result of the
implementation of the Buyback Programme. Any such disposals shall be conducted
at the same time and on the same terms as the third-party trade(s) under the
Buyback Programme triggering the requirement, and it is intended that such
trades be effected so as to broadly maintain Stephen King's and Nicola Coote's
existing respective percentage holdings. The Irrevocables shall ensure that
the Concert Party's existing aggregate interest of approximately 43.40 per
cent. in the Company's existing issued share capital does not increase as a
result of the Buyback Programme and, accordingly, that no mandatory Rule 9
Offer shall be triggered or be required in connection with the Buyback
Programme under the City Code. The Concert Party Directors shall also
undertake pursuant to the terms of the Irrevocables not to otherwise
participate in the Buyback Programme.

Entry into the Irrevocables by the Concert Party Directors is deemed to
constitute a related party transaction for the purposes of Rule 13 of the AIM
Rules for Companies. Accordingly, the Board (excluding the Concert Party
Directors, who are not deemed to be independent) (the "Independent Directors")
consider, having consulted with the Company's nominated adviser, Strand Hanson
Limited, that the terms of the Irrevocables are fair and reasonable insofar as
the Company's shareholders are concerned.

 

 

For further information please contact:

 

PHSC plc

Stephen King      Tel: 01622 717 700

Stephen.king@phsc.co.uk

www.phsc.plc.uk

 

Strand Hanson Limited (Nominated Adviser)  Tel: 020 7409 3494

James Bellman / Matthew Chandler

 

Novum Securities Limited (Broker)   Tel: 020 7399 9427

Colin Rowbury

 

About PHSC

 

PHSC, through its trading subsidiaries, Personnel Health & Safety Consultants
Ltd, RSA Environmental Health Ltd, QCS International Ltd, Inspection Services
(UK) Ltd and Quality Leisure Management Ltd, provides a range of health,
safety, hygiene, environmental and quality systems consultancy and training
services to organisations across the UK. In addition, B2BSG Solutions Ltd
offers innovative security solutions including tagging, labelling and CCTV.

 

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.



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