TIDMCFX
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
TENEAELPEAFNEAF
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