PHSC Plc Commencement of Share Buyback Programme
May 13 2021 - 1:05AM
UK Regulatory
TIDMPHSC
13 May 2021
PHSC PLC
("PHSC" or the "Company")
Commencement of 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, announces the commencement of a share buyback programme in
respect of ordinary shares of 10p each in the capital of the Company ("Ordinary
Shares") up to a maximum of 2,201,589 Ordinary Shares or such number of
Ordinary Shares as may be acquired for a gross amount of £325,000, whichever
number is the lower (the "Buyback Programme"). The Buyback Programme forms part
of the Company's broader strategy to deliver shareholder value 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 part, due to the additional cash generated and held
further to the successful disposal of the Company's Essex property in late
September 2018 for £305,000 gross (the "Disposal") and in light of the fact
that PHSC's closing middle market share price as at 12 May 2021, being the
latest practicable date prior to this announcement, of 14p represents a
significant discount to its net asset value per share of approximately 35.42p
(unaudited) as at 31 March 2021. The Board believes that the Buyback Programme
will enable the Company to achieve a more efficient 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 30 September 2020 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 1 August 2021, 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 and, in such circumstances, the Company will not
benefit from the exemption contained in that Article.
The Company confirms that it currently has no other 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 6,384,342 Ordinary Shares
representing approximately 43.50 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 43.50 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.
END
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