COLEFAX GROUP PLC
(the “Company”)
Result of Tender Offer
Purchase of Own Shares
and
Total Voting Rights
The Company (AIM:CFX) is pleased to announce the final results of the Tender Offer, details of which were set out in the Circular.
Results of Tender Offer and Purchase of Own Shares
The Company confirms that the Tender Price is 880 pence, being the lower of: (i) 880 pence; and (ii) 952 pence, being 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 28 October 2025 (being the date on which the Shares are to be purchased). The maximum aggregate number of Shares that could have been purchased pursuant to the Tender Offer was 887,585 Shares (representing 15.0 per cent. of the Company’s issued ordinary share capital).
A total of 691,680 Shares (representing 11.7 per cent. of the Company’s issued ordinary share capital) were validly tendered by Eligible Shareholders under the Tender Offer. Tenders in excess of a Shareholder’s Basic Entitlement were only accepted where other Shareholders tendered less than their Basic Entitlement or did not tender any Shares (save that tenders from Shareholders who held 10,000 Shares or less were accepted in full subject to there being capacity to purchase those Shares in accordance with the terms of the Tender Offer). As a result, a total of 691,800 Shares will therefore be purchased under the Tender Offer (representing 11.7 per cent. of the Company’s issued ordinary share capital). The total value of all Shares purchased is £6.1 million.
Under the terms of the Repurchase Agreement, Peel Hunt has a put option exercisable on 28 October 2025 to require the Company to purchase from Peel Hunt the Shares purchased pursuant to the Tender Offer at the Tender Price. The Shares purchased by the Company pursuant to the exercise of the put option will be cancelled (the “Cancellation”).
Total Voting Rights
On completion of the Tender Offer and the Cancellation, the Company’s issued ordinary share capital will be 5,225,558 Shares and the total number of voting rights in the Company will be 5,225,558 . This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
It is expected that cheques for Tender Offer proceeds in respect of successfully tendered Shares will be dispatched and CREST payments made on 04 November 2025. Any queries concerning the calculation of accepted tenders and administration of the Tender Offer should be addressed to Computershare Investor Services PLC on +44 (0)370 889 3295.
As a result of the Tender Offer, there have been the following changes to the holdings of the following Directors and their connected persons:
| Name | Number of shares successfully tendered | Holding of shares following the Tender Offer | % of issued share capital following the Tender Offer |
| David Green | 161,9261 | 917,587 | 17.6% |
| Robert Barker | 10,8002 | 61,200 | 1.2% |
| Wendy Nicholls | 10,000 | 39,437 | 0.8% |
| Key Hall | 5,000 | 105,970 | 2.0% |
| Alan Smith | 5,000 | 40,000 | 0.8% |
[1]The 161,926 Shares tendered by David Green comprise of 123,231 Shares in his name and 38,695 Shares in his wife’s name.
[2]The 10,800 Shares tendered by Robert Barker are in his wife’s name.