TIDMCFX
RNS Number : 0324L
Colefax Group PLC
01 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.
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
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
("Colefax", the "Group" or the "Company")
Announcement of Tender Offer
and
Posting of Circular
The Company is pleased to announce today the launch of a
proposed Tender Offer by Peel Hunt to purchase up to 14.0 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 2022 Annual
General Meeting held on 29 September 2022.
The Company has engaged Peel Hunt to implement the Tender Offer.
Pursuant to the Tender Offer, Peel Hunt will purchase, as
principal, up to a maximum of 1,013,254 Shares (being 14.0 per
cent. of the Company's issued ordinary share capital).
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.
Outline of the Tender Offer
The key points to the Tender Offer are as follows:
-- The Tender Offer is for up to 14.0 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 14.0 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) 700 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 700 pence, the Tender Offer is being made at:
o a discount of 7.6 per cent. to the closing mid-market price
per Share on 31 August 2023;
o a discount of 3.5 per cent. to the 30 day volume weighted
average price per Share on 31 August 2023; and
o a discount of 1.8 per cent. to the 90 day volume weighted
average price per Share on 31 August 2023.
-- 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 1,000 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 Repurchase
Agreement, the Company's issued share capital will be reduced to
6,224,281 Shares, assuming the maximum 1,013,254 Shares (being 14.0
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 21 September 2023 (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 Percentage of Director's
be tendered Holding (%)
David Green 183,873(1) 14.0%
Robert Barker 16,194(2) 14.0%
Key Hall 8,000 6.7%
Wendy Nicholls 9,675 14.0%
In each case acceptance by the Company of an application under
the Tender Offer in excess of 14.0% of the applicant's holding is
subject to there being capacity to purchase those Shares in
accordance with the terms of the Tender Offer.
(1) The Shares to be tendered by David Green comprise of 141,878
Shares in his name and 41,995 Shares in his wife's name.
(2) The Shares to be tendered by Robert Barker comprise of 8,097
Shares in his name and 8,097 Shares in his wife's name.
This summary should be read in conjunction with the full text of
the Circular, when available.
Rule 9 Waiver and the Takeover Code
The Board has consulted with the Takeover Panel which has agreed
that it will waive any obligation on the Concert Party (as defined
in the appendix to this Announcement) to make a general offer under
Rule 9 and Rule 37 of the Takeover Code as a result of the Tender
Offer, provided that the holders of a majority of the Ordinary
Shares held by Independent Shareholders (as defined in the
Circular), confirm in writing that they would approve a Rule 9
Waiver, if a resolution to approve a Rule 9 Waiver were put to the
Independent Shareholders at the General Meeting. The Company is
pleased to announce that it has now received such written
confirmation.
Expected Timetable
Announcement of Tender Offer 1 September 2023
Circular sent to Shareholders (together 1 September 2023
with Tender Offer Application Forms
for Shareholders holding certificated
Shares)
Tender Offer opens 1 September 2023
Latest time and date for receipt of 1.00 p.m. on 21 September
Tender Offer Application Forms and 2023
TTE Instructions in relation to Tender
Offer
Record time and date for the Tender 6.00 p.m. on 21 September
Offer 2023
Announcement of take-up level under by 8.00 a.m. on 22 September
the Tender Offer 2023
Purchase of Shares under the Tender 22 September 2023
Offer
CREST accounts credited with Tender on 29 September 2023
Offer proceeds and revised holdings
of Shares (or, in the case of unsuccessful
tenders, for entire holdings of Shares)
Despatch of cheques for Tender Offer on 29 September 2023
proceeds in respect of successfully
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
unless otherwise stated.
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
Appendix
The Concert Party and the Takeover Code
The Concert Party
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 City Code on
Takeovers and Mergers (the 'Code'). The Concert Party currently
holds 2,113,386 Ordinary Shares, representing in aggregate 29.2 per
cent. of the current issued voting share capital of the
Company.
The Takeover Code
Under Rule 9 of the Code when:
-- a person acquires an interest in shares which (taken together
with shares in which they and persons acting in concert (as defined
by the Code) with them are interested) carry 30 per cent. or more
of the voting rights of a company subject to the Code; or
-- any person who, together with persons acting in concert with
them, is interested in shares which in aggregate carry not less
than 30 per cent. of the voting rights of a company subject to the
Code, but does not hold shares carrying more than 50 per cent. of
the voting rights of the company, and such person, or any persons
acting in concert with them, acquires an interest in any shares
which increase the percentage of shares carrying voting rights in
which they are interested,
that person together with the persons acting in concert with
them, is normally required to extend offers in cash, at the highest
price paid by them (or any persons acting in concert with them) for
shares in the company within the preceding 12 months, to the
holders of any class of equity share capital whether voting or
non-voting and also to the holders of any other class of
transferable securities carrying voting rights (a 'Rule 9
Offer').
Rule 37 of the Code states that when a company redeems or
purchases its own voting shares, any resulting increase in the
percentage of shares carrying voting rights in which a person or
group of persons acting in concert is interested will be treated as
an acquisition for the purposes of Rule 9. However, Note 1 of Rule
37.1 states that a person who comes to exceed the limits in Rule
9.1 as a consequence of a company's redemption or purchase of its
own shares will not normally incur an obligation to make a
mandatory offer unless that person is a director, or the
relationship of the person with any one or more of the directors is
such that the person is, or is presumed to be, acting in concert
with any of the directors. A person who has appointed a
representative to the board of the company, and investment managers
of investment trusts, will be treated for these purposes as a
director.
The Concert Party's interest in Ordinary Shares might, as a
result of the Tender Offer, increase above 30 per cent. of the
voting rights of the Company. The Tender Offer might, therefore,
absent a waiver of the obligation to make a general offer under
Rule 9 and Rule 37 of the Code by the Panel, give rise to an
obligation on the Concert Party to make a general offer for the
entire issued share capital of the Company.
Waiver of the obligation to make a general offer under Rule 9
and Rule 37 of the Code
Under Rule 37 and Note 1 on the Notes on the Dispensations from
Rule 9 of the Code, the Panel will normally waive the requirement
for a Rule 9 Offer if, inter alia, those shareholders of the
Company who are independent of the persons who would otherwise be
required to make an offer and any person acting in concert with
them do not have any interest which may compromise their
independence (the 'Independent Shareholders') pass an ordinary
resolution on a poll at a general meeting approving such a waiver
(a 'Waiver Resolution'). Under Note 5 on the Notes on the
Dispensations from Rule 9 of the Code, the Panel may waive the
requirement for a Rule 9 Offer and a Waiver Resolution if
Independent Shareholders holding more than 50 per cent. of the
Company's shares capable of being voted on such a Waiver Resolution
confirm in writing that they approve the proposed waiver and would
vote in favour of a Waiver Resolution were one to be put to the
Shareholders at a general meeting.
Confirmations and acknowledgements
Independent Shareholders holding more than 50 per cent. of the
Company's Ordinary Shares capable of being voted on a resolution to
approve a Waiver Resolution, being Jupiter Asset Management Limited
and Schroder Investment Management Limited, have confirmed the
following:
-- they are beneficial owners of 3,049,208 Ordinary Shares in
the issued share capital of the Company, representing at the date
hereof 42.1 per cent. of the Company's issued share capital
carrying voting rights (and 59.5% of the Ordinary Shares capable of
being voted on a resolution to approve a Waiver Resolution) and
have absolute discretion over the manner in which these Ordinary
Shares are voted. These Ordinary Shares are held free of all liens,
pledges, charges and encumbrances;
-- that (a) save for the fact that they are Shareholders, there
is no connection between any Independent Shareholder and the
Concert Party; (b) they do not have any interest or potential
interest, whether commercial, financial or personal, in the outcome
of the Tender Offer; and (c) they are an Independent Shareholder of
the Company as defined above; and
-- that, in connection with the Tender Offer: (a) they consent
to the Panel granting a waiver from the obligation for the Concert
Party to make a Rule 9 offer to the Shareholders; (b) they consent
to the Panel dispensing with the requirement that the waiver from
such obligation be conditional on a Waiver Resolution being
approved by Independent Shareholders of the Company at a general
meeting; and (c) they would vote in favour of a Waiver Resolution
to waive the obligation for the Concert Party to make a Rule 9
Offer upon completion of the Tender Offer, if a Waiver Resolution
were to be put to the Independent Shareholders of the Company at a
general meeting.
In giving the confirmations referred to above, the Independent
Shareholders have acknowledged:
-- that the Panel will approve the waiver from the obligation
for the Concert Party to make a Rule 9 Offer without the
requirement for the waiver having to be approved by Independent
Shareholders of the Company at a general meeting;
-- that if no general meeting is held to approve the Waiver
Resolution to waive the obligation for the Concert Party to make a
Rule 9 Offer:
i. there will not be an opportunity for any other person to make
any alternative proposal to the Company conditional on such Waiver
Resolution not being approved by Independent Shareholders of the
Company;
ii. there will not be an opportunity for other Shareholders to
make known their views on the Tender Offer; and
iii. there will be no requirement for the Company either (i) to
obtain and make known to its Shareholders competent independent
advice under Rule 3 of the Code on the Tender Offer and the waiver
of the obligation for the Concert Party to make a Rule 9 offer; or
(ii) to publish a circular to Shareholders of the Company in
compliance with Appendix 1 of the Code in connection with this
matter.
The Board has consulted with the Panel which has agreed that it
will waive any obligation on the Concert Party to make a general
offer under Rule 9 and Rule 37 of the Code as a result of the
Tender Offer and, provided that the holders of a majority of the
Ordinary Shares, held by Independent Shareholders, confirm in
writing that they would approve the Rule 9 Waiver, if a resolution
to approve the Rule 9 Waiver were put to the Independent
Shareholders at the General Meeting.
The holders of a majority of Ordinary Shares, held by
Independent Shareholders, have given that written confirmation and
the Board has also now received the Panel's confirmation that the
Panel has granted a waiver of the obligation on the Concert Party
to make a general offer under Rule 9 and Rule 37 of the Code to the
extent that such obligation would otherwise arise as a result of
the Tender Offer.
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 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.
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 shortly be available on the Company's investor
relations website http://www.colefaxgroupplc.com and the
personalised Tender Offer Application Form which 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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END
TENEANPFDSNDEFA
(END) Dow Jones Newswires
September 01, 2023 02:00 ET (06:00 GMT)
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