23 August 2023
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 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:
|
22-23 August 2023
|
Number of Ordinary Shares purchased (the "Buyback
Shares"):
|
706,767
|
Highest price paid per Ordinary Share:
|
24.45p
|
Lowest price paid per Ordinary Share:
|
24.45p
|
Volume weighted average price:
|
24.45p
|
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 11,140,252 Ordinary Shares
(excluding treasury shares), and the Company will hold 706,767
Ordinary Shares in treasury with no voting rights attached.
Therefore, the total voting rights in the Company will be
11,140,252. 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 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 to the Company on 22-23 August 2023
|
Resulting
holding of Ordinary Shares (including spouse's
holding)
|
Resulting
percentage interest in the Ordinary Shares (including spouse's
holding)
|
Stephen
King
|
156,116
|
2,405,732
|
21.59
|
Nicola
Coote
|
150,651
|
2,379,605
|
21.36
|
Other
Concert Party members
|
-
|
50,000
|
0.45
|
Concert
Party
|
|
4,835,337
|
43.40
|
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):
|
22 August
2023
Price(s)
|
Volume(s)
|
24.30p
|
86,480
|
23 August
2023
Price(s)
|
Volume(s)
|
24.30p
|
69,636
|
|
d) |
Aggregated
information:
-
Aggregated
volume:
-
Price:
|
156,116
24.30p
|
e) |
Date
of the transaction:
|
22-23
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 Company pursuant to Buyback Programme
|
c)
|
Price(s)
and volume(s):
|
22 August
2023
Price(s)
|
Volume(s)
|
24.30p
|
85,440
|
23 August
2023
Price(s)
|
Volume(s)
|
24.30p
|
65,211
|
|
d)
|
Aggregated
information:
-
Aggregated
volume:
-
Price:
|
150,651
24.30p
|
e)
|
Date
of the transaction:
|
22-23
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.