COLEFAX GROUP PLC
(“Colefax”, the “Group” or the “Company”)
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 14.0 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 2020 Annual General Meeting held on 19 October 2020.
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 1,263,141 Shares (being 14.0 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 14.0 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 14.0 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) 615 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 615 pence, the Tender Offer is being made at:
a premium of 5.1 per cent. to the closing mid-market price per Share on 19 August 2021;
a premium of 25.5 per cent. to the 180 day volume weighted average price per Share on 19 August 2021; and
a premium of 34.3 per cent. to the 360 day volume weighted average price per Share on 19 August 2021.
· 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 7,759,299 Shares, assuming the maximum 1,263,141 Shares (being 14.0 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 13 September 2021 (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.