Colefax Group Plc - Tender Offer

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

217,3021

Robert Barker

30,0002

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 (together with Tender Offer Application Forms for Shareholders holding certificated Ordinary Shares)

9 April 2019

Tender Offer opens

9 April 2019

Latest time and date for receipt of Tender Offer Application Forms and TTE Instructions in relation to the Tender Offer

1.00 p.m. on 25 April 2019

 

Record time and date for the Tender Offer

6.00 p.m. on 25 April 2019

Announcement of take-up level under the Tender Offer

by 8.00 a.m. on 26 April 2019

Purchase of Shares under the Tender Offer

26 April 2019

CREST accounts credited with Tender Offer proceeds and revised holdings of Shares (or, in the case of unsuccessful tenders, for entire holdings of Shares)

on 3 May 2019

Despatch of cheques for Tender Offer proceeds in respect of successfully tendered certificated Shares and despatch of balance share certificates in respect of unsold certificated Shares

on 3 May 2019