PHSC Phsc Plc

 
TIDMPHSC 
 
15 August 2023 
 
PHSC PLC 
 
("PHSC" or the "Company") 
 
Commencement of Further 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, further to the recent announcement of its final results for the 
year ended 31 March 2023, is pleased to announce the commencement of a further 
share buyback programme in respect of ordinary shares of 10p each in the capital 
of the Company ("Ordinary Shares") up to a maximum of 1,184,701 Ordinary Shares 
or such number of Ordinary Shares as may be acquired for a gross amount of 
£200,000, whichever is the lower (the "Buyback Programme"). The Buyback 
Programme forms part of the Company's broader strategy to deliver returns to its 
shareholders 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 light of the Company's previous successful buyback programmes 
conducted in 2021 and 2022 and the fact that PHSC's closing middle market share 
price as at 14 August 2023, being the latest practicable date prior to this 
announcement, of 18.5p represents a significant discount to the last disclosed 
net asset value per share of approximately 30.7p per the Company's audited final 
results for the year ended 31 March 2023. The Board believes that the Buyback 
Programme will enable the Company to further optimise its 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 29 September 2022 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 close of business on 27 September 2023, being the last 
business day prior to the Company's 2023 Annual General Meeting at which the 
buyback authority is scheduled to be replenished whereupon the programme's 
efficacy will be reviewed and a further announcement made as appropriate. 
 
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, as amended, and, in such circumstances, the Company will 
not benefit from the exemption contained in that Article. 
 
The Company's current cash position (as at 14 August 2023) is approximately 
£734,074. 
 
The Company confirms that it currently has no 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 5,142,104 Ordinary Shares representing 
approximately 43.40 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 43.40 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 KingTel: 01622 717 700 
 
Stephen.king@phsc.co.uk (https://www.investegate.co.uk/phsc-plc--phsc 
-/prn/trading-update/20170526111953P8859/null) 
 
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, as amended by virtue of the Market 
Abuse (Amendment) (EU Exit) Regulations 2019. 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END 
 
 

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