26 May
2021
PHSC PLC
(“PHSC” or the “Company”)
Transaction in Own
Shares
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: |
25 May 2021 |
| Number of Ordinary Shares purchased
(the “Buyback Shares”): |
450,318 |
| Highest price paid per Ordinary
Share: |
17.00p |
| Lowest price paid per Ordinary
Shares: |
16.20p |
| Volume weighted average price: |
16.89p |
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 14,226,939 Ordinary Shares
(excluding treasury shares), and the Company will hold 450,318
Ordinary Shares in treasury with no voting rights attached.
Therefore, the total voting rights in the Company will be
14,226,939. 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 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 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.
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 25 May 2021 |
Resulting holding
of Ordinary Shares (including spouse’s holding) |
Resulting
percentage interest in the Ordinary Shares (including spouse’s
holding) |
| Stephen King |
100,875 |
3,089,125 |
21.71 |
| Nicola Coote |
99,443 |
3,044,899 |
21.40 |
| Other Concert Party members |
- |
50,000 |
0.35 |
| Concert Party |
|
6,184,024 |
43.47 |
The Company will make further announcements in due course
following the completion of any further purchases pursuant to the
Buyback Programme.
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.
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 Company
pursuant to Buyback Programme |
| c) |
Price(s) and
volume(s): |
| Price(s) |
Volume(s) |
| 16.9p |
100,875 |
|
| d) |
Aggregated information: |
n/a (single transaction) |
| e) |
Date of the transaction: |
25 May 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)
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 Company
pursuant to Buyback Programme |
| c) |
Price(s) and
volume(s): |
| Price(s) |
Volume(s) |
| 16.8575p |
99,443 |
|
| d) |
Aggregated information: |
n/a (single transaction) |
| e) |
Date of the transaction: |
25 May 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.