REG - Colefax Group PLC - Share Buyback Launch

ColefaxAnnouncement

28/05/2026 07:00

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RNS Number : 9495F  Colefax Group PLC  28 May 2026

AIM: CFX

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 £2,546,765.00 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 October
2025 (the "2025 Tender Offer"). Due to the limited remaining authority to buy
back Shares granted at the Company's 2025 Annual General Meeting held on 22
September 2025, the directors considered it appropriate to launch the current
Buyback, which is expected to save time and costs and provide shareholders
with an opportunity to sell their Ordinary Shares without incurring 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 195,905 Ordinary Shares (being c. 3.7 per cent. of the Company's
Ordinary Shares) at a price of £13.00 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 01 June 2026. 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 01 June
2026.

 

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 01 June 2026.

 

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
22 September 2025 (the "2025 Authority"). Details of the 2025 Authority can be
found on page 56 of the 2025 Annual Report which can be viewed on the
Company's website at colefaxgroupplc.com. After the 2025 Tender Offer, the
remaining maximum number of Ordinary Shares that the Company is authorised to
purchase under the 2025 Authority is 195,905.

 

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

 Finn Nugent

 Sohail Akbar (ECM)

 KTZ Communications                +44 (0)20 3178 6378

 Katie Tzouliadis

 Robert Morton

 

Important Notices

 

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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