TIDMCFX

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 GBP7.1 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          Holding of      % of issued 
                       successfully    shares following    share capital 
                           tendered    the Tender Offer    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 
  David Green, Chief Executive 
  Rob Barker, Finance Director       +44 (0)20 7318 6000 
 Peel Hunt LLP (NOMAD and broker) 
  Adrian Trimmings 
  Andrew Clark 
  Lalit Bose                         +44 (0)20 7418 8900 
 KTZ Communications 
  Katie Tzouliadis 
  Robert Morton                      +44 (0)20 3178 6378

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RTEEANNFASPDEFA

(END) Dow Jones Newswires

September 22, 2023 02:00 ET (06:00 GMT)

Colefax (LSE:CFX)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Colefax Charts.
Colefax (LSE:CFX)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Colefax Charts.