The following amendments have been made to the
Transaction in Own shares and Completion of Buyback Programme
announcement released on 02/04/2024
at 07:00.
The Number of Ordinary Shares purchased (the
“Buyback Shares”) has been changed from 226,383 to 400,000, with
the lowest price paid changed from of 26.5p to 26.4p. The date
the Ordinary Shares were sold
by Stephen King and Nicola Coote to the Company has been changed
from 27 March 2024 to
28 March
2024.
All other details remain unchanged. The full
amended text is shown below.
2
April 2024
PHSC
PLC
(“PHSC”
or the
“Company”)
Transaction in Own Shares
and Completion of 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 that, on
28 March 2024, it made the following
purchases of ordinary shares of 10p each (“Ordinary Shares”)
pursuant to its latest share buyback programme announced on
19 March 2024 (the “Buyback
Programme”):
|
Date of purchases: |
28 March 2024 |
|
Number of Ordinary Shares purchased (the “Buyback
Shares”): |
400,000
|
|
Highest price paid per Ordinary
Share: |
26.5p |
|
Lowest price paid per Ordinary
Share: |
26.4p |
|
Volume weighted average
price: |
26.5p |
The Company has now effectively reached the
authorised amount for the Buyback Programme and, accordingly, the
Board has elected to conclude the Buyback Programme with immediate
effect.
The Company will hold the Buyback Shares in
treasury. Following the repurchase of the Buyback Shares set out
above, the Company’s issued share capital consists of 10,280,853
Ordinary Shares (excluding treasury shares), and the Company will
hold 753,384 Ordinary Shares in treasury with no voting rights
attached. Therefore, the total voting rights in the Company will be
10,280,853. This figure for the total number of voting rights may
be used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA’s Disclosure Guidance and Transparency
Rules.
Directors’ Dealings and Concert Party’s
Holding
As announced on
19 March 2024, the Board notes that
certain of the Company’s directors, namely Stephen King (Chairman and CEO) and Nicola Coote (Deputy Chairman and Deputy CEO)
(the “Concert Party Directors”), 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”).
Accordingly, the Concert
Party Directors 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 have irrevocably and unconditionally agreed
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.
Pursuant to the
Irrevocables, the Buyback Shares above therefore include Ordinary
Shares acquired by the Company from Stephen
King and Nicola Coote, as
detailed below along with their resulting
interests:
|
Shareholder(s) |
Ordinary Shares sold to
the Company on 28 March
2024 |
Resulting holding of
Ordinary Shares (including spouse’s
holding) |
Resulting percentage
interest in the Ordinary Shares (including spouse’s
holding) |
|
Stephen
King |
88,355 |
2,215,902 |
21.55 |
|
Nicola
Coote |
85,262 |
2,196,419 |
21.36 |
|
Other Concert Party
members |
- |
50,000 |
0.49 |
|
Concert
Party |
|
4,462,321 |
43.40 |
The Company will make further announcements in due
course following the completion of any further purchases pursuant
to the Buyback
Programme.
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.
PDMR Notification
Forms:
The notifications below are made in accordance with
the requirements of the EU’s Market Abuse
Regulation:
|
1. |
Details of the person discharging managerial
responsibilities/person closely
associated |
|
a) |
Name: |
Stephen
King |
|
2. |
Reason for the
notification |
|
a) |
Position/status: |
Chairman and
CEO |
|
b) |
Initial
notification/Amendment: |
Initial
notification |
|
3. |
Details of the issuer, emission allowance
market participant, auction platform, auctioneer or auction
monitor |
|
a) |
Name: |
PHSC
plc |
|
b) |
LEI: |
213800H1B3AR1XRE2674 |
|
4. |
Details of the transaction(s): section to be
repeated for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where
transactions have been
conducted |
|
a) b) |
Description of the
financial instrument, type of instrument:Identification
code: |
Ordinary shares of 10p
eachGB0033113456 |
|
|
Nature of the
transaction: |
Sale of ordinary shares to the Company
pursuant to a Buyback
Programme |
|
c) |
Price(s) and
volume(s): |
|
Price(s) |
Volume(s) |
|
26.4p |
88,355 |
|
|
d) |
Aggregated
information:
-
Aggregated
volume:
-
Price:
|
n/a (single
transaction) |
|
e) |
Date of the
transaction: |
28 March
2024 |
|
f) |
Place of the
transaction: |
Outside a trading
venue |
|
1. |
Details of the person discharging managerial
responsibilities/person closely
associated |
|
a) |
Name: |
Nicola
Coote |
|
2. |
Reason for the
notification |
|
a) |
Position/status:
|
Deputy Chairman and Deputy
CEO |
|
b) |
Initial
notification/Amendment: |
Initial
notification |
|
3. |
Details of the issuer, emission allowance
market participant, auction platform, auctioneer or auction
monitor |
|
a) |
Name: |
PHSC
plc |
|
b) |
LEI: |
213800H1B3AR1XRE2674 |
|
4. |
Details of the transaction(s): section to be
repeated for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where
transactions have been
conducted |
|
a)b) |
Description of the
financial instrument, type of instrument:Identification
code: |
Ordinary shares of 10p
eachGB0033113456 |
|
|
Nature of the
transaction: |
Sale of ordinary shares to the Company
pursuant to a Buyback
Programme |
|
c) |
Price(s) and
volume(s): |
|
Price(s) |
Volume(s) |
|
26.4p |
85,262 |
|
|
d) |
Aggregated
information:
-
Aggregated
volume:
-
Price:
|
n/a (single
transaction) |
|
e) |
Date of the
transaction: |
28 March
2024 |
|
f) |
Place of the
transaction: |
Outside a trading
venue |
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.