PHSC Plc - Transaction in Own Shares and Completion of Buyback Programme
PR Newswire
LONDON, United Kingdom, August 24
24 August 2023
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 it has made the following purchases of ordinary shares of 10p each ("Ordinary Shares") pursuant to its latest share buyback programme announced on 15 August 2023 (the "Buyback Programme"):
| Date of purchases: | 23 August 2023 |
| Number of Ordinary Shares purchased (the "Buyback Shares"): | 106,015 |
| Highest price paid per Ordinary Share: | 24.5p |
| Lowest price paid per Ordinary Share: | 24.0p |
| Volume weighted average price: | 24.24p |
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.
As previously announced, the Board will be seeking authority at its upcoming Annual General Meeting, to be held in September, for a further Buyback Programme. It should however not be assumed that the new authority, if granted, will be exercised.
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 11,034,237 Ordinary Shares (excluding treasury shares), and the Company will hold 812,782 Ordinary Shares in treasury with no voting rights attached. Therefore, the total voting rights in the Company will be 11,034,237. 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 Holding
As announced on 15 August 2023, 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 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 23 August 2023 | Resulting holding of Ordinary Shares (including spouse's holding) | Resulting percentage interest in the Ordinary Shares (including spouse's holding) |
| Stephen King | 23,417 | 2,382,315 | 21.59 |
| Nicola Coote | 22,598 | 2,357,007 | 21.36 |
| Other Concert Party members | - | 50,000 | 0.45 |
| Concert Party |
| 4,789,322 | 43.40 |
For further information please contact:
PHSC plc
Stephen King Tel: 01622 717 700
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 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)b) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of 10p each
GB0033113456 | ||||
| | Nature of the transaction: | Sale of ordinary shares to the Company pursuant to a Buyback Programme | ||||
c) | Price(s) and volume(s):
|
| ||||
d) | Aggregated information:
|
n/a (single transaction) | ||||
e) | Date of the transaction: | 23 August 2023 | ||||
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: | 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)
b) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of 10p each
GB0033113456 | ||||
|
| Nature of the transaction: | Sale of ordinary shares to the Company pursuant to a Buyback Programme | ||||
| c) | Price(s) and volume(s):
|
| ||||
| d) | Aggregated information:
|
n/a (single transaction) | ||||
| e) | Date of the transaction: | 23 August 2023 | ||||
| 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.
