REG - Colefax Group PLC - Launch of Share Buyback Programme

ColefaxAnnouncement

23/09/2022 07:00

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RNS Number : 3775A  Colefax Group PLC  23 September 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018.

COLEFAX GROUP PLC

("Colefax" or the "Company")

Launch of Share Buyback Programme

 

The Company today announces that it will commence a share buyback programme to
purchase ordinary shares of 10.0 pence each in the Company ("Ordinary Shares")
for up to a maximum consideration of £5,355,000 (the "Buyback").

 

The Company has for a number of years followed a policy of buying back
Ordinary Shares when they have become available in order to enhance earnings
for the remaining shareholders. Pursuant to this policy, the Company has
previously launched a number of tender offers to buy back Ordinary Shares, the
most recent being in August 2021. Due to low shareholder participation in the
last tender offer, the Company's directors have decided to launch the current
Buyback, which will give shareholders the ability to sell their shares without
the costs involved in a formal tender offer.

 

The Company has entered into a non-discretionary agreement with Peel Hunt LLP
("Peel Hunt") in relation to the purchase by Peel Hunt, acting as "riskless"
or "matched" principal, of up to a maximum of 700,000 Ordinary Shares at a
price of up to £7.65 per Ordinary Share (the "Purchase Price"), being the
closing bid price on 22 September 2022, representing a discount of 3.2 per
cent to the closing mid market price on that day.

 

The primary purpose of the Buyback is to reduce the share capital of the
Company. The Ordinary Shares purchased under the Buyback will be cancelled.

 

The directors of the Company consider the Buyback to be in the best interests
of the Company and of its shareholders generally, with the implementation of
the Buyback expected to enhance earnings per share.

 

Purchases of the Company's Ordinary Shares pursuant to the Buyback will
commence immediately and will end no later than 28 September 2022.

 

Any purchase of Ordinary Shares under the Buyback will be carried out on the
London Stock Exchange

and will be effected within certain pre-set parameters.  In particular, the
maximum price which may be paid for an Ordinary Share pursuant to the Buyback
is an amount equal to 105% of the average of the middle market quotations for
an Ordinary Share as derived from The London Stock Exchange Daily Official
List for the five business days immediately preceding the day on which that
Ordinary Share is purchased.

 

Any purchases under the Buyback shall take place in accordance with (and
subject to the limits prescribed by) the Company's general authority to
repurchase Ordinary Shares granted by its shareholders at the annual general
meeting on 23 September 2021 (the "2021 Authority"). Details of the share
buyback authority can be found on page 57 of the 2021 Annual Report which can
be viewed on the Company's website at colefaxgroupplc.com. The maximum number
of Ordinary Shares that the Company is authorised to purchase under the 2021
Authority is 1,190,630.

 

The Buyback will take place in accordance with the Market Abuse Regulation
(EU) No. 596/2014 (as in force in the UK and as amended by the Market Abuse
(Amendment) (EU Exit) Regulations 2019) and the Commission Delegated
Regulation (EU) No.  2016/1052 (as in force in the UK and as amended by the
FCA's Technical Standards (Market Abuse Regulation) (EU Exit) Instrument
2019), save that, due to the illiquidity of the Ordinary Shares, more than 25%
of the average daily volume of the Ordinary Shares may be purchased in any
trading day.  The Buyback will be discontinued in the event the Company
ceases to have the necessary general authority to repurchase Ordinary Shares.

 

The Company will make further regulatory announcements to shareholders in
respect of purchases of

Ordinary Shares under the Buyback no later than 7.30 a.m. on the business day
following the calendar day on which the purchase occurred.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is

Robert Barker, the Group Finance Director and Company Secretary.

 

Enquiries:

 

 Colefax Group plc                 +44 (0)20 7318 6000

 David Green, Chief Executive

 Rob Barker, Finance Director

 Peel Hunt LLP (NOMAD and broker)  +44 (0)20 7418 8900

 Adrian Trimmings

 Andrew Clark

 Lalit Bose

 KTZ Communications                +44 (0)20 3178 6378

 Katie Tzouliadis

 Dan Mahoney

 

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