REG - Colefax Group PLC - Result of Tender Offer, Purchase of Own Shares,TVR

ColefaxAnnouncement

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RNS Number : 0162F  Colefax Group PLC  28 October 2025

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.

 

Capitalised terms in this announcement, unless otherwise defined, have the
same meanings given to them in the Circular published by the Company and sent
to Eligible Shareholders on 13 October 2025 (the "Circular").

 

AIM: CFX

COLEFAX GROUP PLC

(the "Company")

Result of Tender Offer

 

Purchase of Own Shares

 

and

 

Total Voting Rights

 

 

The Company (AIM:CFX) is pleased to announce the final results of the Tender
Offer, details of which were set out in the Circular.

Results of Tender Offer and Purchase of Own Shares

The Company confirms that the Tender Price is 880 pence, being the lower of:
(i) 880 pence; and (ii) 952 pence, being 105 per cent. of the average closing
mid-market price per Share as derived from the London Stock Exchange Daily
Official List over the five Business Days immediately preceding 28 October
2025 (being the date on which the Shares are to be purchased). The maximum
aggregate number of Shares that could have been purchased pursuant to the
Tender Offer was 887,585 Shares (representing 15.0 per cent. of the Company's
issued ordinary share capital).

A total of 691,680 Shares (representing 11.7 per cent. of the Company's issued
ordinary share capital) were validly tendered by Eligible Shareholders under
the Tender Offer. Tenders in excess of a Shareholder's Basic Entitlement were
only accepted where other Shareholders tendered less than their Basic
Entitlement or did not tender any Shares (save that tenders from Shareholders
who held 10,000 Shares or less were accepted in full subject to there being
capacity to purchase those Shares in accordance with the terms of the Tender
Offer). As a result, a total of 691,800 Shares will therefore be purchased
under the Tender Offer (representing 11.7 per cent. of the Company's issued
ordinary share capital). The total value of all Shares purchased is £6.1
million.

Under the terms of the Repurchase Agreement, Peel Hunt has a put option
exercisable on 28 October 2025 to require the Company to purchase from Peel
Hunt the Shares purchased pursuant to the Tender Offer at the Tender Price.
The Shares purchased by the Company pursuant to the exercise of the put option
will be cancelled (the "Cancellation").

Total Voting Rights

On completion of the Tender Offer and the Cancellation, the Company's issued
ordinary share capital will be 5,225,558 Shares and the total number of voting
rights in the Company will be 5,225,558 . This figure 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 Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority.

It is expected that cheques for Tender Offer proceeds in respect of
successfully tendered Shares will be dispatched and CREST payments made on 04
November 2025. Any queries concerning the calculation of accepted tenders and
administration of the Tender Offer should be addressed to Computershare
Investor Services PLC on +44 (0)370 889 3295.

 

As a result of the Tender Offer, there have been the following changes to the
holdings of the following Directors and their connected persons:

 

 Name            Number of shares successfully tendered  Holding of shares following the Tender Offer  % of issued share capital following the Tender Offer
 David Green     161,926(1)                              917,587                                       17.6%
 Robert Barker   10,800(2)                               61,200                                        1.2%
 Wendy Nicholls  10,000                                  39,437                                        0.8%
 Key Hall        5,000                                   105,970                                       2.0%
 Alan Smith      5,000                                   40,000                                        0.8%

 

( 1 )The 161,926 Shares tendered by David Green comprise of 123,231 Shares in
his name and 38,695 Shares in his wife's name.

( 2 )The 10,800 Shares tendered by Robert Barker are in his wife's name.

 

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

 Finn Nugent

 KTZ Communications                +44 (0)20 3178 6378

 Katie Tzouliadis

 Robert Morton

 

Important Notices

Disclaimer

This announcement has been issued by and is the sole responsibility of the
Company.

 

Peel Hunt LLP, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Colefax Group plc
in relation to the Tender Offer and no one else and will not be responsible to
anyone other than the Company for providing the protections afforded to the
customers of its clients nor for providing any advice in relation to the
Tender Offer and/or any other matter referred to in this announcement.

 

The Tender Offer has now closed. No further tenders of any Shares may be made
pursuant to the Tender Offer. This announcement is not intended to, and does
not constitute, or form part of, any offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. This announcement must be read in conjunction
with the Circular.

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