Dunelm Group plc Gift of shares and Director/PDMR holding (7404J)

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 
 

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December 07, 2018 02:00 ET (07:00 GMT)