TIDMDNLM
RNS Number : 1672P
Dunelm Group plc
15 February 2021
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Dunelm Group plc
15 February 2021
PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN DUNELM GROUP
PLC ("DUNELM" OR THE "COMPANY")
Dunelm announces that it has been advised by Will Adderley,
Deputy Chairman of the Company, that he intends to sell in
aggregate approximately 15 million ordinary shares in the Company
via an accelerated bookbuild secondary placing (the "Placing").
This represents approximately 7.4 per cent of the issued share
capital of Dunelm. The shares to be sold are currently held by WA
Capital Limited (a company controlled by Will and Nadine Adderley)
(the "Seller").
The Company has been advised that this proposed sale is aimed at
achieving greater portfolio diversification on the part of Will
Adderley. Will Adderley last sold shares in Dunelm in April
2016.
Assuming that the above number of shares is sold, Will Adderley
and persons closely associated with him would continue to have the
following interest in the Company:
Holding Number of shares % holding
Will Adderley 36,070,000 17.8
----------------- ----------
WA Capital Investments
Limited 36,000,000 17.8
----------------- ----------
WA Capital Limited 3,161,779 1.6
----------------- ----------
The Stoneygate Trust 967,250 0.5
----------------- ----------
The Paddocks Discretionary
Trust 172,750 0.1
----------------- ----------
Total 76,371,779 37.8
----------------- ----------
This would mean the Adderley family as a whole would retain a
combined interest in approximately 87.3 million shares in the
Company, representing approximately 43.2 per cent of the issued
share capital.
WA Capital Limited is a company controlled by Will and his wife,
Nadine Adderley; WA Capital Investments Limited is a wholly owned
subsidiary of WA Capital Limited. The Stoneygate Trust is a
charitable trust, and The Paddocks Discretionary Trust is a private
family trust; Will and Nadine are trustees but not beneficiaries of
these trusts.
Will Adderley remains fully committed to Dunelm in his role as
Deputy Chairman as well as a very substantial shareholder in the
Company and his working relationship with the Company is unchanged.
The Seller has undertaken that, following completion of the
Placing, it will not dispose of further shares in the Company for a
period of at least 90 days, subject to customary exceptions.
The Placing will be managed by Barclays and Goldman Sachs
International acting as Joint Global Co-ordinators and Joint
Bookrunners. The amount of the Placing proceeds, the number of
ordinary shares in the Placing ("Placing Shares") and the placing
price will be decided at the close of the accelerated bookbuilding
period.
The books for the Placing will open with immediate effect.
Pricing and allocations are expected to be announced as soon as
practicable following the closing of the books. The timing of
closing of the books will be at the absolute discretion of the
Joint Global Co-ordinators and Joint Bookrunners.
Enquiries:
Barclays +44 (0)20 7623 2323
Joint Global Co-ordinator and Joint Bookrunner
Tom Johnson
Ben Newmark
Dominic Harper
Goldman Sachs International +44 (0)20 7774 1000
Joint Global Co-ordinator and Joint Bookrunner
Jimmy Bastock
Mark Maislish
Louise Courtney
MHP Communications +44 (0) 20 3128 8789
Simon Hockridge
Important Notices
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Barclays or Goldman Sachs International (each a "Bank" and
together, the "Banks") or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed at and my
only be communicated to (a) in the European Economic Area ("EEA"),
persons who are "qualified investors" within the meaning of Article
2(e) of Prospectus Regulation (Regulation (EU) 2017/1129)
("Qualified Investors"); and (b) in the United Kingdom, at
Qualified Persons who are also (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this Announcement must
satisfy themselves that is lawful to do so. This Announcement is
for information purposes only and shall not constitute an offer to
sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities
laws of such jurisdictions. Persons needing advice should consult
an independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, any of
the Banks or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Company and each of the Banks to inform themselves
about and to observe any such restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or any
other jurisdiction of the United States. The securities referred to
herein may not be offered and sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
The forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. The Company, its
directors and each of the Banks each expressly disclaim any
obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the Listing Rules, the Market Abuse Regulation,
the Disclosure Guidance and Transparency Rules, the rules of the
London Stock Exchange or the FCA.
Each of Barclays and Goldman Sachs International is authorised
by the Prudential Regulatory Authority ("PRA") and regulated by the
Financial Conduct Authority ("FCA") and the PRA. Each of the Banks
is acting exclusively for the Seller and no one else in connection
with the Placing, the content of this Announcement and other
matters described in this Announcement. The Banks will not regard
any other person as their respective clients in relation to the
Placing, the content of this Announcement and other matters
described in this Announcement and will not be responsible to
anyone (including any placees) other than the Seller for providing
the protections afforded to their respective clients or for
providing advice to any other person in relation to the Placing,
the content of this Announcement or any other matters referred to
in this Announcement.
In connection with the Placing, each of the Banks and any of
their affiliates, acting as investors for their own account, may
take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts such shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or acquisition, placing or dealing by, each
of the Banks and any of their affiliates acting in such capacity.
In addition, each of the Banks and any of their affiliates may
enter into financing arrangements (including swaps, warrants or
contracts for differences) with investors in connection with which
each of the Banks and any of their respective affiliates may from
time to time acquire, hold or dispose of shares. None of the Banks
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Each of the Banks and their respective affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its affiliates for which they would have received customary
fees and commissions. Each of the Banks and their respective
affiliates may provide such services to the Company and/or its
affiliates in the future.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement. The Placing Shares to be
issued or sold pursuant to the Placing will not be admitted to
trading on any stock exchange other than the London Stock
Exchange.
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END
IOESFEFMIEFSELE
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February 15, 2021 11:45 ET (16:45 GMT)
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