REG - Colefax Group PLC - Launch of Share Buyback Programme

ColefaxAnnouncement

22/10/2024 07:00

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RNS Number : 0331J  Colefax Group PLC  22 October 2024

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 via Reverse Bookbuild

 

The Company today announces a share buyback to purchase ordinary shares of
10.0 pence each in the Company ("Ordinary Shares") for a maximum consideration
of up to £4,854,938.40 via a reverse bookbuild (the "Buyback").

 

The Company has for a number of years followed a policy of buying back
Ordinary Shares 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 September
2023. 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 engaged Peel Hunt LLP ("Peel Hunt") to implement the Buyback.
Pursuant to the Buyback, Peel Hunt will purchase, as principal, up to a
maximum of 622,428 Ordinary Shares (being 10.0 per cent. of the Company's
Ordinary Shares) at a price of £7.80 per Ordinary Share (the "Purchase
Price"). The Company has granted a put option to Peel Hunt pursuant to a
repurchase agreement (the "Repurchase Agreement") under which Peel Hunt may
require the Company to purchase at the Purchase Price the Ordinary Shares
purchased by Peel Hunt pursuant to the Buyback. The Buyback is subject to the
conditions set out in the Repurchase Agreement being fulfilled.

 

The reverse bookbuild will commence immediately following this announcement
and will be closed at 16:35 (BST) on 23 October 2024. The final number of
shares to be purchased will be agreed at the close of the reverse bookbuild at
the sole discretion of Colefax and Peel Hunt, and the results of the reverse
bookbuild will be announced as soon as practicable thereafter. To the extent
that the reverse bookbuild is oversubscribed, orders will be scaled back
(whether on a pro rata basis or otherwise) at the sole discretion of Colefax
and Peel Hunt.

 

CREST Shareholders wishing to sell Ordinary Shares as part of the Buyback
should inform their broker to contact Peel Hunt before 16:35 (BST) on 23
October 2024.

 

Certificated shareholders wishing to sell Ordinary Shares as part of the
Buyback should e-mail colefaxbuyback@computershare.co.uk to receive a Share
Buyback form. The completed form and copy of the relevant certificate should
be emailed back to Computershare using the same email address. These are to be
received no later than 15:00 (BST) on 23 October 2024.

 

Purchase of the Company's Ordinary Shares pursuant to the Buyback will take
place following announcement of the result of the reverse bookbuild.

 

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.

 

Any purchase of Ordinary Shares under the Buyback will be carried out on the
London Stock Exchange and 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
26 September 2024 (the "2024 Authority"). Details of the 2024 Authority can be
found on page 56 of the 2024 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 2024 Authority is
933,642.

 

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

 Dan Webster

 Andrew Clark

 Lalit Bose

 Sohail Akbar (ECM)

 KTZ Communications                +44 (0)20 3178 6378

 Katie Tzouliadis

 Robert Morton

 

Important Notices

 

The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(Regulation 596/2014) as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018. Upon the publication of this
Announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser and broker exclusively for
Colefax and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in relation to
the matters set out in this announcement and will not be responsible to anyone
other than Colefax for providing the protections afforded to clients of Peel
Hunt, nor for providing advice in relation to the contents of this
announcement or any other matter referred to herein. Neither Peel Hunt nor any
of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Peel Hunt in connection with this announcement, any statement
contained herein or otherwise or any transaction, arrangement or other matter
referred to herein.

 

Neither Peel Hunt nor any of its affiliates nor any of their respective
directors, officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for, or makes any representation or warranty, express
or implied, as to, the truth, accuracy or completeness of the information in
this announcement (or whether any information has been omitted from the
announcement) or any other information relating to Colefax, whether written,
oral or in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this announcement
or its contents or otherwise arising in connection therewith.

 

All times referred to are London, UK, time unless otherwise stated.

 

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