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.