Dunelm Group plc Gift of shares and Director/PDMR holding (7404J)
07 December 2018 - 6:00PM
UK Regulatory
TIDMDNLM
RNS Number : 7404J
Dunelm Group plc
07 December 2018
7 December 2018
Dunelm Group plc ("Dunelm" or "Company")
Gift of shares and Director/PDMR holding
Dunelm has been notified that on 5 December 2018 Bill Adderley,
Founder and Life President of the Company, made the following
transfers of ordinary shares of one pence each in the Company, for
nil consideration:
Transferee Number of ordinary shares of
one pence each in the Company
Jean Adderley 3,330,000
-------------------------------
Will Adderley 36,070,000
-------------------------------
Following this transfer, the holdings of the Adderley Family are
as follows:
Beneficial owner Number of shares % holding
WA Capital Limited 18,161,779 8.99%
----------------- ----------
WA Capital Investments Limited 36,000,000 17.83%
----------------- ----------
Stoneygate Trust 967,250 0.48%
----------------- ----------
Paddocks Discretionary Trust 172,750 0.09%
----------------- ----------
Will Adderley 36,070,000 17.86%
----------------- ----------
Total legal and beneficial interest
of Will and Nadine Adderley 91,371,779 45.25%
----------------- ----------
Bill Adderley 0 -
----------------- ----------
Jean Adderley 12,000,000 5.94%
----------------- ----------
Total Adderley family holding 103,371,779 51.19%
----------------- ----------
There has been no change to the total holding of the Adderley
family as a result of these transfers.
The relevant family members are Bill and Jean Adderley (husband
and wife), who founded the business; their son, Will Adderley; and
Nadine Adderley, who is the wife of Will. Will Adderley is Deputy
Chairman of Dunelm; none of Nadine, Bill or Jean Adderley is a
director or employee of Dunelm.
WA Capital Limited is a private limited company, wholly owned by
Will and 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.
The interests set out in the table above are the beneficial
interests of the parties named, except as otherwise stated. The
registered shareholder in respect of these holdings is set out
below:
Beneficial owner Registered holder
WA Capital Limited Goldman Sachs Securities (Nominees)
Stoneygate Trust account designation ILSEG
Paddocks Discretionary Trust
--------------------------------------
WA Capital Investments Limited
Vidacos Nominees Limited account
designation BBUCCC .
--------------------------------------
Will Adderley UBS Private Banking Nominees
Limited
--------------------------------------
Takeover Code Disclosure
Since the time of flotation of the Company, the members of the
Adderley family noted above (the "Concert Party") have been
considered to be acting in concert for the purposes of Rule 9 of
the City Code on Takeovers and Mergers (the "City Code"). The
Takeover Panel has (i) consented to the above-referenced transfers
of shares within the Concert Party whereby Will Adderley's
shareholding has increased to a level in excess of 30% of the
issued share capital of the Company; and (ii) has confirmed that
there is no obligation on Will Adderley to make a general offer to
all shareholders of the Company to acquire their ordinary shares in
the Company pursuant to Rule 9 of the City Code.
Shareholders should note that the Concert Party controls in
excess of 50% of the ordinary shares in issue in the Company, as it
has done since the flotation of the Company. Accordingly, the
Concert Party, for so long as the members of the Concert Party
continue to be treated as acting in concert, may be able to
increase its aggregate interests in shares in the Company without
incurring any obligation under Rule 9 of the City Code to make a
general offer to all shareholders of the Company to acquire their
Ordinary Shares.
The Takeover Panel has also confirmed that, for so long as the
members of the Concert Party continue to be treated as acting in
concert, the Company may exercise any authority to make market
purchases of its own shares which has been approved by
shareholders, without seeking a separate shareholder waiver of any
resulting obligation to make a general offer under Rule 9 of the
City Code and no obligation to make a general offer under Rule 9 of
the City Code will result.
- Ends -
For further information please contact:
Dunelm Group plc
Nick Wilkinson, Chief Executive
Laura Carr, Chief Financial Officer 0116 2644 439
MHP
Tim Rowntree
Simon Hockridge 020 3128 8789
DUNELM GROUP PLC
NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITIES
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Will Adderley
----------------------------- ------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Deputy Chairman
----------------------------- ------------------------------------
b) Initial notification Initial notification
/Amendment
----------------------------- ------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Dunelm Group plc
----------------------------- ------------------------------------
b) LEI 213800WCOWEI3T5DUV19
----------------------------- ------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------
a) Description of the Ordinary shares of one pence each
financial instrument,
type of instrument
ISINGB00BICQ739
Identification code
----------------------------- ------------------------------------
b) Nature of the transaction Acquisition for nil consideration
----------------------------- ------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.00 36,070,000
-----------
----------------------------- ------------------------------------
d) Aggregated information
- Aggregated volume 36,070,000
- Price GBPNil
----------------------------- ------------------------------------
e) Date of the transaction 2018.12.05
----------------------------- ------------------------------------
f) Place of the transaction London Stock Exchange (XLON)
----------------------------- ------------------------------------
Name of officer of issuer responsible for making notification:
Dawn Durrant
Date of notification: 2018.12.07
This information is provided by RNS, the news service of the
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END
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