TIDMCFX
RNS Number : 2420J
Colefax Group PLC
20 August 2021
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
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/
20 August 2021
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 2020 Annual
General Meeting held on 19 October 2020.
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 1,263,141 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) 615 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 615 pence, the Tender Offer is being made at:
o a premium of 5.1 per cent. to the closing mid-market price per
Share on 19 August 2021;
o a premium of 25.5 per cent. to the 180 day volume weighted
average price per Share on 19 August 2021; and
o a premium of 34.3 per cent. to the 360 day volume weighted
average price per Share on 19 August 2021.
-- 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
7,759,299 Shares, assuming the maximum 1,263,141 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 13 September 2021 (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 Holding
be tendered (%)
David Green 247,993 (1) 14.0%
Robert Barker 70,000 (2) 37.7%
Key Hall 29,742(3) 20.0%
Wendy Nicholls 11,250 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 199,161
Shares in his name and 48,832 Shares in his wife's name.
(2) The Shares to be tendered by Robert Barker comprise of
35,000 Shares in his name and 35,000 Shares in his wife's name.
These figures represent more than Robert Barker and his wife's
Basic Entitlement, which is 12,997 Shares and 12,997 Shares
respectively.
(3) This figure represents more than Key Hall's Basic
Entitlement, which is 20,819 Shares.
This summary should be read in conjunction with the full text of
the Circular, when available.
Expected Timetable
Announcement of Tender Offer 20 August 2021
Circular sent to Shareholders (together 20 August 2021
with Tender Offer Application Forms
for Shareholders holding certificated
Shares)
Tender Offer opens 20 August 2021
Latest time and date for receipt of 1.00 p.m. on 13 September
Tender Offer Application Forms and 2021
TTE Instructions in relation to Tender
Offer
Record time and date for the Tender 6.00 p.m. on 13 September
Offer 2021
Announcement of take-up level under by 8.00 a.m. on 14 September
the Tender Offer 2021
Purchase of Shares under the Tender 14 September 2021
Offer
CREST accounts credited with Tender on 21 September 2021
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 21 September 2021
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
Will Bell +44 (0)20 7418 8900
KTZ Communications
Katie Tzouliadis
Dan Mahoney +44 (0)20 3178 6378
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.
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
TENKZGMRNLVGMZM
(END) Dow Jones Newswires
August 20, 2021 02:00 ET (06:00 GMT)
Colefax (LSE:CFX)
Gráfica de Acción Histórica
De Feb 2024 a Mar 2024
Colefax (LSE:CFX)
Gráfica de Acción Histórica
De Mar 2023 a Mar 2024