REG - Colefax Group PLC - Tender Offer

ColefaxAnnouncement

Today 07:00

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RNS Number : 0008D  Colefax Group PLC  13 October 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA, JAPAN 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.

FOR IMMEDIATE RELEASE

Capitalised terms in this announcement, unless otherwise defined, have the
same meanings given to them in the Circular published today which is available
to view on the Company's website at https://www.colefaxgroupplc.com/

 

COLEFAX GROUP PLC

(the "Company")

Announcement of Tender Offer

and

Posting of Circular

 

 

The Company (AIM:CFX)  is pleased to announce today the launch of a proposed
Tender Offer by Peel Hunt to purchase up to 15.0 per cent. of the Company's
issued share capital. The Tender Offer is being proposed in line with the
authority to purchase Shares on-market that was granted by Shareholders at the
Company's 2025 Annual General Meeting held on 22 September 2025 (the 'AGM
Authority').

 

The Company has engaged Peel Hunt LLP ("Peel Hunt") to implement the Tender
Offer. Pursuant to the Tender Offer, Peel Hunt will purchase, as principal, up
to a maximum of 887,585 Shares, being 15.0 per cent. of the Company's issued
share capital (the Company does not hold any Shares in treasury).

 

The Company has granted a put option to Peel Hunt pursuant to the Repurchase
Agreement under which Peel Hunt may require the Company to purchase at the
Tender Price the Shares purchased by Peel Hunt pursuant to the Tender Offer.
Shares that are purchased from Peel Hunt by the Company will be cancelled.

 

A Circular providing more information in relation to the Tender Offer and
setting out the terms and conditions of and the procedure for participating in
the Tender Offer, will be posted to Shareholders today and which will shortly
be available on the Company's website at http://www.colefaxgroupplc.com.

 

Outline of the Tender Offer

 

The key points to the Tender Offer are as follows:

·              The Tender Offer is for up to 15.0 per cent. of
the Company's issued share capital (the Company does not hold any Shares in
treasury). Under the Tender Offer, each Shareholder is entitled to have up to
15.0 per cent. of his or her shareholding purchased by Peel Hunt at the Tender
Price.

·              The Tender Offer is being made at the lower of:
(i) 880 pence per Share; or (ii) 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 the Take-up
Announcement Date.

·              Assuming a Tender Price of 880 pence, the Tender
Offer is being made at:

o  a discount of 0.6 per cent. to the closing mid-market price per Share on
10 October 2025;

o  a premium of 2.1 per cent. to the 30 day volume weighted average price per
Share on 10 October 2025; and

o  a premium of 4.9 per cent. to the 90 day volume weighted average price per
Share on 10 October 2025

·              Shareholders will be able to decide whether to
tender none, some or all of their Shares within the overall limits of the
Tender Offer.

·              Tenders in excess of a Shareholder's Basic
Entitlement will only be accepted to the extent that other Shareholders tender
less than their Basic Entitlement or do not tender any Shares and will, if
necessary, be scaled back on a pro rata basis (save that tenders from
Shareholders who hold 10,000 Shares or less will be accepted in full subject
to there being capacity to purchase those Shares in accordance with the terms
of the Tender Offer).

Any Shares purchased by Peel Hunt under the Tender Offer which Peel Hunt
subsequently requires the Company to purchase under the terms of the
Repurchase Agreement will be cancelled. The Tender Offer is subject to the
conditions set out in the Repurchase Agreement being fulfilled. Following
completion of the Tender Offer, the Company's issued share capital will be
reduced to 5,029,653 Shares, assuming the maximum 887,585 Shares (being 15.0
per cent. of the Company's issued share capital) are bought back. The Tender
Offer is open to Shareholders on the register of the Company at 6.00 p.m. on
27 October 2025 (the "Record Date").

There is no guarantee that the Tender Offer will take place. The Tender Offer
will not proceed if any of the conditions specified in paragraph 2 of Part III
of the Circular are not satisfied or if it is withdrawn by the Company at any
point prior to the announcement of the results of the Tender Offer. The
non-fulfilment of the specified conditions would mean that the Tender Offer
could not be implemented and that the Company would have to bear the abortive
costs of making the Tender Offer.

Intentions of the Directors

 

The following Directors have informed the Company that they intend to tender
the following number of Shares into the Tender Offer:

 Name            Number of Shares to be tendered  Percentage of Director's holding (%)
 David Green     161,926                          15%
 Robert Barker   10,800( 1 )                      15%
 Wendy Nicholls  10,000                           20.2 %
 Key Hall        5,000                            4.5%
 Alan Smith      5,000                            11.1%

 

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

 

In each case acceptance by the Company of an application under the Tender
Offer in excess of 15.0 per cent of the applicant's holding is subject to
there being capacity to purchase those Shares in accordance with the terms of
the Tender Offer.

 

Authority for the Tender Offer and the Takeover Code

 

The Tender Offer is being proposed in line with the AGM Authority.

 

David Green, the Chairman and Chief Executive of the Company, together with
certain family members (together, the "Concert Party") are all considered to
be acting in concert with each other in relation to the Company for the
purposes of the Takeover Code. The Concert Party currently holds 1,926,671
Ordinary Shares, representing in aggregate 32.56 per cent. of the current
issued voting share capital of the Company.

 

The Company has previously had confirmation from the Takeover Panel that the
Takeover Panel has waived the Concert Party's obligation to make an offer in
cash for the entire issued and to be issued share capital of the Company,
pursuant to Rule 9 and Rule 37 of the Takeover Code, that may otherwise arise
as a result of the utilisation of the AGM Authority. For details, please see
the paragraph headed "Additional Information in respect of resolution 9" in
the notice of the 2025 Annual General Meeting on pages 57-58 of the Company's
2025 annual report and accounts, which can be found at the Company's website
at https://www.colefaxgroupplc.com/annual-reports.
(http://www.colefaxgroupplc.com/annual-reports)

 

This summary should be read in conjunction with the full text of the Circular,
when available.

 

Expected Timetable

 

 Announcement of the Tender Offer                                                13 October 2025
 Circular sent to Shareholders (together with the Tender Offer Application       13 October 2025
 Forms for Shareholders holding certificated Shares)
 Tender Offer opens                                                              13 October 2025
 Latest time and date for receipt of the Tender Offer Application Forms and TTE  1.00 p.m. on 27 October 2025
 Instructions in relation to the Tender Offer
 Record time and date for the Tender Offer                                       6.00 p.m. on 27 October 2025
 Announcement of take-up level under the Tender Offer                            by 8.00 a.m. on 28 October 2025
 Purchase of Shares under the Tender Offer                                       28 October 2025
 CREST accounts credited with Tender Offer proceeds and revised holdings of      on 04 November 2025
 Shares (or, in the case of unsuccessful tenders, for entire holdings of
 Shares)
 Despatch of cheques for the Tender Offer proceeds in respect of successfully    on 04 November 2025
 tendered certificated Shares and despatch of balance share certificates in
 respect of unsold certificated Shares

 

The above times and/or dates are indicative only and may change. If any of the
above times and/ or dates change, the revised times and/or dates will be
notified to Shareholders by announcement through a regulatory information
service of the London Stock Exchange.

 

All references to times in this document are to London times on the applicable
date unless otherwise stated.

 

The person responsible for the making this announcement is Rob Barker.

 

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 notice

 

Disclaimer

 

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.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy or
completeness.

 

Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the United Kingdom
by the Financial Conduct Authority. Peel Hunt 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 its
clients nor for providing any advice in relation to the Tender Offer, the
contents of this announcement or any transaction, arrangement or other matter
referred to in this announcement.

 

This announcement does not constitute, or form any part of, any offer for or
invitation to sell or purchase any securities, or any solicitation of any
offer for securities in any jurisdiction. Any acceptance or other response to
the Tender Offer should be made only on the basis of information contained or
referred to in the Circular which will be posted to Shareholders today and
will shortly be available on the Company's website at
http://www.colefaxgroupplc.com and the personalised Tender Offer Application
Form will be sent to Shareholders who hold Shares in certificated form (i.e.
not in CREST). The Circular and Tender Offer Application Form will contain
important information including the full terms and conditions of the Tender
Offer and how it may be accepted. Shareholders are urged to read the Circular
and, where applicable, the Tender Offer Application Form, carefully.

 

The Tender Offer is not being made in or into, and is not capable of
acceptance in or from, the United States, Canada, Australia, New Zealand, the
Republic of South Africa or Japan. Custodians, nominees and trustees should
observe these restrictions and should not send or distribute documents in or
into the United States, Canada, Australia, New Zealand, the Republic of South
Africa or Japan.

 

The timetable for the Tender Offer may be influenced by a range of
circumstances such as market conditions. There is no guarantee that the Tender
Offer will occur and Shareholders should not base their financial decisions on
the Company's intentions in relation to the Tender Offer at this stage.

 

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