PHSC Plc Completion of Buyback Programme

 
TIDMPHSC 
 
17 June 2021 
 
                                   PHSC PLC 
 
                           ("PHSC" or the "Company") 
 
                        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 it yesterday made the following purchases of 
ordinary shares of 10p each ("Ordinary Shares") pursuant to its share buyback 
programme announced on 13 May 2021 (the "Buyback Programme"): 
 
Date of purchases:                       16 June 2021 
 
Number of Ordinary Shares purchased (the 332,300 
"Buyback Shares"): 
 
Highest price paid per Ordinary Share:   23.73p 
 
Lowest price paid per Ordinary Share:    23.73p 
 
Volume weighted average price:           23.73p 
 
The Company has now reached the budgeted 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 13,075,060 Ordinary Shares (excluding treasury shares), and the 
Company will hold 1,602,197 Ordinary Shares in treasury with no voting rights 
attached. Therefore, the total voting rights in the Company will be 13,075,060. 
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 13 May 2021, 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 Resulting holding of Resulting percentage 
                     to the Company on 16      Ordinary Shares      interest in the 
                                June 2021  (including spouse's      Ordinary Shares 
                                                      holding)  (including spouse's 
                                                                           holding) 
 
Stephen King                       72,400            2,833,132                21.67 
 
Nicola Coote                       71,900            2,792,013                21.35 
 
Other Concert Party                     -               50,000                 0.38 
members 
 
Concert Party                                        5,675,145                43.40 
 
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. 
 
PDMR Forms: 
 
1.     Details of the person discharging managerial responsibilities/person closely 
       associated 
 
a)     Name:                                       Stephen King 
 
2.     Reason for the notification 
 
a)     Position/status:                            Director 
 
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)     Description of the financial instrument,    Ordinary shares of 10p each 
       type of instrument: 
b)     Identification code:                        GB0033113456 
 
       Nature of the transaction:                  Sale of ordinary shares to Company 
                                                   pursuant to Buyback Programme 
 
c)     Price(s) and volume(s):                     Price(s)           Volume(s) 
 
                                                   23.63p             72,400 
 
d)     Aggregated information: 
                                                   n/a (single transaction) 
 
e)     Date of the transaction:                    16 June 2021 
 
f)     Place of the transaction:                   London Stock Exchange, AIM Market 
                                                   (XLON) 
 
 
 
1.     Details of the person discharging managerial responsibilities/person closely 
       associated 
 
a)     Name:                                       Nicola Coote 
 
2.     Reason for the notification 
 
a)     Position/status:                            Director 
 
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)     Description of the financial instrument,    Ordinary shares of 10p each 
       type of instrument: 
b)     Identification code:                        GB0033113456 
 
       Nature of the transaction:                  Sale of ordinary shares to Company 
                                                   pursuant to Buyback Programme 
 
c)     Price(s) and volume(s):                     Price(s)           Volume(s) 
 
                                                   23.63p             71,900 
 
d)     Aggregated information: 
                                                   n/a (single transaction) 
 
e)     Date of the transaction:                    16 June 2021 
 
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. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

June 17, 2021 02:00 ET (06:00 GMT)