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: 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.
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.