PHSC Plc Commencement of Share Buyback Programme

 
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: [phone] 
 
[e-mail] 
 
www.phsc.plc.uk 
 
Strand Hanson Limited (Nominated Adviser)              Tel: [phone] 
 
James Bellman / Matthew Chandler 
 
Novum Securities Limited (Broker)                             Tel: [phone] 
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 
 
 

(END) Dow Jones Newswires

May 13, 2021 02:05 ET (06:05 GMT)