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Share Name Share Symbol Market Type Share ISIN Share Description
Colefax Group Plc LSE:CFX London Ordinary Share GB0002090453 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  +0.00p +0.00% 535.00p 525.00p 545.00p 535.00p 535.00p 535.00p 0 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Household Goods & Home Construction 86.1 4.7 38.1 14.0 74.00

Colefax Group PLC Tender Offer

09/04/2019 7:00am

UK Regulatory (RNS & others)


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RNS Number : 5069V

Colefax Group PLC

09 April 2019

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No. 596/2014.

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.

COLEFAX GROUP PLC

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 8 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 2017 Annual General Meeting held on 14 September 2017.

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 784,560 Shares (being 8 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 8 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 8 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) 550 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 550 pence, the Tender Offer is being made at: 

o a premium of 15.8 per cent. to the closing mid-market price per Share on 8 April 2019;

o a premium of 4.7 per cent. to the 180 day volume weighted average price per Share on 8 April 2019; and

o a premium of 18.3 per cent. to the 360 day volume weighted average price per Share on 8 April 2019.

-- 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 9,022,440 Shares, assuming the maximum 784,560 Shares (being 8 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 25 April 2019 (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 be tendered 
David Green            217,302(1) 
Robert Barker           30,000(2) 
Key Hall                   12,888 
Wendy Nicholls              6,988 
 

This summary should be read in conjunction with the full text of the Circular, when available.

Expected Timetable

 
 Tender Offer Circular sent to Shareholders              9 April 2019 
  (together with Tender Offer Application 
  Forms for Shareholders holding certificated 
  Ordinary Shares) 
 Tender Offer opens                                      9 April 2019 
                                               ---------------------- 
 Latest time and date for receipt of            1.00 p.m. on 25 April 
  Tender Offer Application Forms and TTE                         2019 
  Instructions in relation to the Tender 
  Offer 
                                               ---------------------- 
 Record time and date for the Tender            6.00 p.m. on 25 April 
  Offer                                                          2019 
                                               ---------------------- 
 Announcement of take-up level under               by 8.00 a.m. on 26 
  the Tender Offer                                         April 2019 
                                               ---------------------- 
 Purchase of Shares under the Tender                    26 April 2019 
  Offer 
                                               ---------------------- 
 CREST accounts credited with Tender                    on 3 May 2019 
  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 3 May 2019 
  proceeds in respect of successfully 
  tendered certificated Shares and despatch 
  of balance share certificates in respect 
  of unsold certificated Shares 
                                               ---------------------- 
 
 
 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 
 

Appendix I - Definitions

 
 Basic Entitlement               8 per cent. of the Shares 
                                  held by an Eligible Shareholder 
 Business Day                    any day (excluding Saturdays, 
                                  Sundays and public holidays) 
                                  on which banks are open for 
                                  normal banking business in 
                                  the City of London 
 Circular                        the document dated 9 April 
                                  2019, addressed to the Shareholders 
 Company or Colefax              Colefax Group PLC 
 CREST                           the relevant system (as defined 
                                  in the Uncertificated Securities 
                                  Regulations 2001 (SI 2001 
                                  No. 3755)) for the paperless 
                                  settlement of transfers and 
                                  the holding of shares in uncertificated 
                                  form which is administered 
                                  by Euroclear 
 Directors                       the directors of the Company 
 Eligible Shareholder            a Shareholder on the register 
                                  of members of the Company 
                                  at 6.00 p.m. on the Record 
                                  Date 
 Euroclear                       Euroclear UK & Ireland Limited, 
                                  the operator of CREST 
 London Stock Exchange           London Stock Exchange plc 
 Peel Hunt                       Peel Hunt LLP 
 Record Date                     25 April 2019 
 Repurchase Agreement            the agreement dated 9 April 
                                  2019 between the Company and 
                                  Peel Hunt whereby the Company 
                                  has granted to Peel Hunt a 
                                  put option entitling Peel 
                                  Hunt to require the Company 
                                  to purchase at an amount per 
                                  Share equal to the Tender 
                                  Price from Peel Hunt the Shares 
                                  purchased by Peel Hunt pursuant 
                                  to the Tender Offer 
 Shareholders                    holders of Shares 
 Shares                          ordinary shares of 10 pence 
                                  each in the capital of the 
                                  Company 
 Take-up Announcement Date       26 April 2019 
 Tender Offer                    the tender offer enabling 
                                  Eligible Shareholders to apply 
                                  for Peel Hunt to acquire up 
                                  to 8 per cent. of the issued 
                                  share capital of the Company 
                                  on and subject to the terms 
                                  and conditions set out in 
                                  the Circular 
 Tender Offer Application Form   the personalised application 
                                  form in relation to the Tender 
                                  Offer which will be sent to 
                                  Shareholders holding Shares 
                                  in certificated form (i.e. 
                                  not in CREST) alongside the 
                                  Circular 
 Tender Price                    the lower of: 
                                 (a) 550 pence per Share; and 
                                 (b) 105 per cent. of the average 
                                  closing middle 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 
 
 TTE Instruction                 a transfer to escrow instruction 
                                  (as defined by the CREST Manual 
                                  issued by Euroclear) 
 

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). 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.

Footnotes

(1) The Shares to be tendered by David Green comprise of 123,702 Shares in his name and 93,600 Shares in his wife's name.

(2) The Shares to be tendered by Robert Barker comprise of 25,000 Shares in his name and 5,000 Shares in his wife's name. These figures represent more than Robert Barker and his wife's Basic Entitlement, which is 15,312 Shares and 1,720 Shares respectively.

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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April 09, 2019 02:00 ET (06:00 GMT)

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