Colefax Group PLC Result of Tender Offer (1710X)
26 April 2019 - 4:01PM
UK Regulatory
TIDMCFX
RNS Number : 1710X
Colefax Group PLC
26 April 2019
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
Terms not otherwise defined in this announcement shall, unless
the context otherwise requires, bear the meaning given to them in
the circular published by the Company and sent to Eligible
Shareholders on 9 April 2019 (the "Circular").
COLEFAX GROUP PLC (the "Company")
Result of Tender Offer
Purchase of Own Shares
and
Total Voting Rights
The Company today announces the final results of the Tender
Offer, details of which were set out in the Circular.
The Company confirms that the Tender Price is 550 pence, being
the lower of: (i) 550 pence; and (ii) 561.75 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 26 April 2019 (being the date
on which the Shares are to be purchased).
The maximum aggregate number of Shares that may be purchased
pursuant to the Tender Offer is 784,560 Shares (representing 8 per
cent. of the Company's issued ordinary share capital).
A total of 1,171,725 Shares (representing 11.9 per cent. of the
Company's issued ordinary share capital) were validly tendered by
Eligible Shareholders under the Tender Offer.
All valid tenders will be satisfied in full up to the Basic
Entitlement of 8 per cent., and following application of the
scale-back, approximately 24.60522 per cent. of the Shares validly
tendered in excess of the Basic Entitlement will also be satisfied.
After application of the scale-back mechanism, a total of 784,560
Shares will therefore be purchased under the Tender Offer
(representing 8 per cent. of the Company's issued ordinary share
capital). The total value of all Shares purchased is GBP4.3
million.
Under the terms of the Repurchase Agreement, Peel Hunt has a put
option exercisable on 26 April 2019 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 9,022,440 Shares
and the total number of voting rights in the Company will be
9,022,440. 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 or the Market Abuse Regulation (EU) No.
596/2014.
It is expected that cheques for Tender Offer proceeds in respect
of successfully tendered Shares will be dispatched and CREST
payments made on 3 May 2019. 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)870
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 Shares % of issued
successfully following the Share capital
tendered Tender Offer following the
Tender Offer
David Green 217,302(1) 2,501,379 27.7%
Robert Barker 20,222(2) 192,680 2.1%
Key Hall 12,888 148,712 1.6%
Wendy Nicholls 6,988 80,362 0.9%
Enquiries:
Colefax Group David Green, Chief Executive
plc Rob Barker, Finance Director 020 7318 6000
Peel Hunt LLP Adrian Trimmings
(Nominated Adviser George Sellar
and Broker) Guy Pengelley 020 7418 8900
Katie Tzouliadis
KTZ Communications Dan Mahoney 020 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
123,702 Shares in his name and 93,600 Shares in his wife's
name.
(2) The Shares successfully tendered by Robert Barker comprise
17,695 Shares in his name and 2,527 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.
END
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