Result of Tender Offer

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 [phone].

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	183,3731	1,129,513	18.1%
Robert Barker	16,1942	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	[phone]
Peel Hunt LLP (NOMAD and broker) Adrian Trimmings Andrew Clark Lalit Bose	[phone]
KTZ Communications Katie Tzouliadis Robert Morton	[phone]

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.

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

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

 

END