Dunelm Group plc Proposed Secondary Placing (1672P)

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RNS Number : 1672P

Dunelm Group plc

15 February 2021

THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Dunelm Group plc

15 February 2021

PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN DUNELM GROUP PLC ("DUNELM" OR THE "COMPANY")

Dunelm announces that it has been advised by Will Adderley, Deputy Chairman of the Company, that he intends to sell in aggregate approximately 15 million ordinary shares in the Company via an accelerated bookbuild secondary placing (the "Placing"). This represents approximately 7.4 per cent of the issued share capital of Dunelm. The shares to be sold are currently held by WA Capital Limited (a company controlled by Will and Nadine Adderley) (the "Seller").

The Company has been advised that this proposed sale is aimed at achieving greater portfolio diversification on the part of Will Adderley. Will Adderley last sold shares in Dunelm in April 2016.

Assuming that the above number of shares is sold, Will Adderley and persons closely associated with him would continue to have the following interest in the Company:

 
 Holding                       Number of shares   % holding 
 Will Adderley                       36,070,000        17.8 
                              -----------------  ---------- 
 WA Capital Investments 
  Limited                            36,000,000        17.8 
                              -----------------  ---------- 
 WA Capital Limited                   3,161,779         1.6 
                              -----------------  ---------- 
 The Stoneygate Trust                   967,250         0.5 
                              -----------------  ---------- 
 The Paddocks Discretionary 
  Trust                                 172,750         0.1 
                              -----------------  ---------- 
 Total                               76,371,779        37.8 
                              -----------------  ---------- 
 

This would mean the Adderley family as a whole would retain a combined interest in approximately 87.3 million shares in the Company, representing approximately 43.2 per cent of the issued share capital.

WA Capital Limited is a company controlled by Will and his wife, 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.

Will Adderley remains fully committed to Dunelm in his role as Deputy Chairman as well as a very substantial shareholder in the Company and his working relationship with the Company is unchanged. The Seller has undertaken that, following completion of the Placing, it will not dispose of further shares in the Company for a period of at least 90 days, subject to customary exceptions.

The Placing will be managed by Barclays and Goldman Sachs International acting as Joint Global Co-ordinators and Joint Bookrunners. The amount of the Placing proceeds, the number of ordinary shares in the Placing ("Placing Shares") and the placing price will be decided at the close of the accelerated bookbuilding period.

The books for the Placing will open with immediate effect. Pricing and allocations are expected to be announced as soon as practicable following the closing of the books. The timing of closing of the books will be at the absolute discretion of the Joint Global Co-ordinators and Joint Bookrunners.

Enquiries:

   Barclays                                                           [phone] 

Joint Global Co-ordinator and Joint Bookrunner

Tom Johnson

Ben Newmark

Dominic Harper

   Goldman Sachs International                     [phone] 

Joint Global Co-ordinator and Joint Bookrunner

Jimmy Bastock

Mark Maislish

Louise Courtney

   MHP Communications                                  [phone] 

Simon Hockridge

Important Notices

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Barclays or Goldman Sachs International (each a "Bank" and together, the "Banks") or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out herein are for information purposes only and are directed at and my only be communicated to (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"); and (b) in the United Kingdom, at Qualified Persons who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").

Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, Relevant Persons. Persons distributing this Announcement must satisfy themselves that is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

The distribution of this Announcement and the offering, placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, any of the Banks or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and each of the Banks to inform themselves about and to observe any such restrictions.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.

This communication is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. The securities referred to herein may not be offered and sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors and each of the Banks each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or the FCA.

Each of Barclays and Goldman Sachs International is authorised by the Prudential Regulatory Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA. Each of the Banks is acting exclusively for the Seller and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. The Banks will not regard any other person as their respective clients in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any placees) other than the Seller for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.

In connection with the Placing, each of the Banks and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, each of the Banks and any of their affiliates acting in such capacity. In addition, each of the Banks and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which each of the Banks and any of their respective affiliates may from time to time acquire, hold or dispose of shares. None of the Banks intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Each of the Banks and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Banks and their respective affiliates may provide such services to the Company and/or its affiliates in the future.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement. The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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February 15, 2021 11:45 ET (16:45 GMT)