TIDMDNLM
RNS Number : 0178H
Dunelm Group plc
10 March 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA.
Dunelm Group plc
(the 'Company')
10 March 2015
B/C SHARE SCHEME - RESULTS OF ELECTIONS, B SHARE DIVIDEND AND
UPDATE ON B/C SHARE SCHEME
Following the approval by Shareholders of the B/C Share Scheme
at the General Meeting of the Company held on 2 March 2015, the
Company today provides an update in respect of the B/C Share
Scheme.
Results of elections
As at the Election Deadline of 4.30 p.m. on 9 March 2015,
Shareholders' elections or, as the case may be, deemed elections
for the Share Alternatives in respect of the B/C Share Scheme were
as follows:
Number of Ordinary Shares
Income Option 128,710,152
Capital Option 73,756,725
TOTAL 202,466,877
Shareholders who have not made a valid election, and all
Overseas Shareholders with a registered address in a Restricted
Territory, have been deemed to have elected for the Income Option
in respect of all of their Ordinary Shares.
Based on Shareholders' elections or, as the case may be, deemed
elections for the Share Alternatives set out above, 128,710,152 B
Shares of 0.001 pence each and 73,756,725 C Shares of 0.001 pence
each were allotted and issued at 8.00a.m. today, split between the
Share Alternatives as follows:
Number of B Shares and C Shares
Income Option 128,710,152 B Shares
Capital Option 73,756,725 C Shares
TOTAL 202,477,877 shares comprising
B Shares and C Shares
No application has been, or will be, made for the B Shares or
the C Shares or the resulting Deferred Shares to be admitted to
listing on the Official List or admitted to trading on the London
Stock Exchange's main market for listed securities, nor will the B
Shares or the C Shares or the Deferred Shares be listed or admitted
to trading on any other recognised investment exchange.
No share certificates will be issued in respect of the B Shares
or the C Shares or the Deferred Shares and no CREST accounts will
be credited with such shares.
B Share Dividend - the Income Option
The B Share Dividend of 70 pence per B Share issued pursuant to
the Income Option is today declared and the B Shares issued
pursuant to the Income Option have today been automatically
converted into Deferred Shares having negligible value and carrying
extremely limited rights.
It is expected that Shareholders entitled to receive the B Share
Dividend will be sent cheques or, if mandate instructions are held
in respect of a Sterling bank account, that payments will be made
by BACS to mandated accounts in respect of the B Share Dividend by
24 March 2015.
C Shares and the Capital Option
It is further expected that on 11 March 2015, UBS Limited,
acting as principal (and not as agent, nominee, or trustee), will
make the Purchase Offer in respect of C Shares issued pursuant to
the
Capital Option by way of an announcement through a Regulatory
Information Service.
General
Unless the context otherwise requires, capitalised terms used in
this announcement shall have the same meaning ascribed to them in
the circular published by the Company on 12 February 2015 in
relation to the B/C Share Scheme. The circular is available in the
investor section of the Company's website at www.dunelm.com.
All references in this announcement to times are to London times
unless otherwise stated.
It should be noted that no prospectus is required, in accordance
with the prospective directive (Directive 2003/71/EC), to be
published in connection with the issue of B and C Shares.
Enquiries:
Dunelm Group plc 0116 2644 356
Will Adderley, Chief Executive
David Stead, Finance Director
MHP Communications 020 3128 8100
John Olsen
Simon Hockridge
Naomi Lane
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy any security, nor the solicitation
of any vote or approval in any jurisdiction, nor shall there be any
sale, issuance or transfer of the securities referred to in any
jurisdiction in contravention of applicable law.
None of the B Shares, the C Shares or the Deferred Shares have
been or will be registered under the US Securities Act or the state
securities laws of the United States and none of them may be
offered or sold in the United States unless pursuant to a
transaction which has been registered under the US Securities Act
and/or relevant state securities laws or which is not subject to
the registration requirements of the US Securities Act or such
laws, either because of an exemption therefrom or otherwise.
None of the B Shares, the C Shares or the Deferred Shares or
this announcement or the Circular has been approved, disapproved or
otherwise recommended by any US federal or state securities
commission or other regulatory authority or any non-US securities
commission or regulatory authority nor have any such authorities
confirmed the accuracy or determined the adequacy of this
announcement or the Circular. Any representation to the contrary is
a criminal offence in the United States.
UBS Limited is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority and is acting as financial adviser to Dunelm
in connection with the Return of Capital and for no one else
and will not be responsible to anyone other than Dunelm (whether
or not a recipient of this announcement or the Circular) for
providing the protections afforded to clients of UBS Limited
nor for providing advice in relation to the proposals described
in this announcement or the Circular or any other matter referred
to in this announcement or the Circular. Persons other than
Dunelm are recommended to seek their own financial and professional
advice.
Apart from the responsibilities and liabilities, if any, which
may be imposed on UBS Limited by the FSMA or the regulatory regime
established thereunder, UBS Limited accepts no responsibility or
liability whatsoever for the contents of this announcement or the
Circular or for any other statement made or purported to be made in
connection with the Company or the proposed Return of Capital. UBS
Limited accordingly disclaims all and any responsibility or
liability whether arising in tort, contract or otherwise (save as
referred to above) which it might otherwise have in respect of this
announcement, the Circular or any such statement.
This announcement has been issued by, and is the sole
responsibility of, the Company.
Name of authorised Company official responsible for making this
notification:
Dawn Durrant, Company Secretary
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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