REG - Colefax Group PLC - Result of Tender Offer

ColefaxAnnouncement

22/09/2023 07:00

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RNS Number : 2880N  Colefax Group PLC  22 September 2023

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 1 September 2023 (the "Circular").

 

COLEFAX GROUP PLC

("Colefax", the "Group" or the "Company")

Result of Tender Offer

 

Purchase of Own Shares

 

and

 

Total Voting Rights

 

Colefax is pleased to announce the final results of the Tender Offer, details
of which were set out in the Circular.

The Company confirms that the Tender Price is 700 pence, being the lower of:
(i) 700 pence; and (ii) 760 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 22 September
2023 (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 1,013,254 Shares (representing 14.0 per cent. of the
Company's issued ordinary share capital).

A total of 1,026,365 Shares (representing 14.2 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 and were scaled back on a pro rata
basis (save that tenders from Shareholders who held 1,000 Shares or less were
accepted in full). As a result, a total of 1,013,254 Shares will therefore be
purchased under the Tender Offer (representing 14.0 per cent. of the Company's
issued ordinary share capital). The total value of all Shares purchased is
£7.1 million.

Under the terms of the Repurchase Agreement, Peel Hunt has a put option
exercisable on 22 September 2023 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").

On completion of the Tender Offer and the Cancellation, the Company's issued
ordinary share capital will be 6,224,281 Shares and the total number of voting
rights in the Company will be 6,224,281. 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 29
September 2023. 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     183,373(1)                              1,129,513                                     18.1%
 Robert Barker   16,194(2)                               99,486                                        1.6%
 Key Hall        8,000                                   110,970                                       1.8%
 Wendy Nicholls  9,675                                   59,437                                        1.0%

 

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

 Robert Morton

 

Important notice

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 FCA in the United
Kingdom, is acting 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 Peel Hunt LLP nor for
providing any advice in relation to the Tender Offer and/or any other matter
referred to in this announcement.

 

(1)The Shares successfully tendered by David Green comprise of 141,878 Shares
in his name and 41,995 Shares in his wife's name.

(2)The Shares successfully tendered by Robert Barker comprise of 8,097 Shares
in his name and 8,097 Shares in his wife's name.

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