Commencement of share buyback programme

13 August 2025

Hill & Smith PLC

Commencement of £100m share buyback programme

Hill & Smith PLC (the 'Company' or the 'Group'), a leading provider of solutions that enhance the resilience of vital infrastructure and the built environment, announces that from today it will commence a programme to purchase up to an aggregate consideration of £100 million of the Company's ordinary shares of 25 pence each (the 'Ordinary Shares') (the 'Programme') that is expected to complete by no later than 31 March 2027.

As set out in the Group's Interim Results for the six months ended 30 June 2025 published today, having assessed the capital requirements of the business to fund organic growth, execute on acquisitions and provide a growing dividend, the Board is confident that, given the strength of the Group's balance sheet and cash generation, the Company also has the capacity to make an additional return of capital to shareholders and remain comfortably within its target leverage range of 1-2x. 

Accordingly, the purpose of the Programme is to reduce the Company's share capital and the Company therefore intends to cancel the Ordinary Shares purchased under the Programme. Any purchases will be conducted in compliance with the relevant conditions for trading, restrictions regarding time and volume, disclosure and reporting obligations, and price conditions. The Company confirms that it currently has no unpublished inside information.

The Programme will initially be conducted in accordance with and under the terms of the general authority granted by the Company's shareholders at the Company's Annual General Meeting on 22 May 2025, which authority will expire at the end of the next Annual General Meeting of the Company in 2026 or, if earlier, at the close of business on 22 August 2026 (the '2025 Authority'). Purchases effected following the expiry of the 2025 Authority will be conditional on the receipt of a similar shareholder authority being granted at the Company's 2026 Annual General Meeting (the '2026 Authority').

The Company has entered into irrevocable commitments with its joint brokers, Numis Securities Limited ('Deutsche Numis') and Jefferies International Limited ('Jefferies'), to operate the Programme through a non-discretionary programme, by making market purchases of Ordinary Shares as riskless principals for the on-sale of such Ordinary Shares to the Company, and within certain defined parameters. Deutsche Numis and Jefferies will make trading decisions in relation to the buyback of Ordinary Shares independently of the Company within the Programme terms. Deutsche Numis and Jefferies will operate the Programme from today, each completing the buyback in respect of £50m of Ordinary Shares. The first £50m tranche will be undertaken by Deutsche Numis.

The Programme will be carried out on the London Stock Exchange and other trading venues and executed within the parameters of the Market Abuse Regulation 596/2014/EU and the Commission Delegated Regulation 2016/1052/EU (as each forms part of domestic law under the European Union (Withdrawal) Act 2018, including where relevant pursuant to the Market Abuse (Amendment) (EU Exit) Regulations 2019) and Chapter 9 of the UK Listing Rules of the Financial Conduct Authority.

The maximum number of shares that currently may be purchased under the Programme is 4,023,960 (being the number of shares able to be purchased under the 2025 Authority) with further purchases dependent upon shareholder approval of the 2026 Authority.

This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 and as amended by regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication of this announcement, this information is now considered to be in the public domain.

For further information, please contact:

Hill & Smith PLC

Mark Else, Interim Chief Financial Officer                                      Tel: +44 (0)121 704 7434

Karen Atterbury, Group Company Secretary                                             

Chris Dyett, Head of Investor Relations

Notes to Editors

Hill & Smith PLC is a leading provider of solutions that enhance the resilience of vital infrastructure and the built environment. The Group employs c.4,500 people, with the majority employed by its autonomous, agile, customer focussed operating companies based in the UK, USA and India. The Group office is in the UK and Hill & Smith PLC is quoted on the London Stock Exchange (LSE: HILS.L).

The Group's operating companies are organised into three divisions:

-      US Engineered Solutions

-      UK & India Engineered Solutions

-      Galvanizing Services

Our Engineered Solutions businesses manufacture and supply steel and composite solutions for a wide range of infrastructure end markets including power transmission and distribution, water and wastewater management, data centre construction, transport infrastructure, and other industrial construction. 

Our Galvanizing Services operations, based in the UK and US, increase the sustainability and maintenance free life of steel products including structural steelwork, lighting, bridges, and other products for infrastructure and construction end markets.