THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE UNITED STATES OF AMERICA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

Colefax Group plc

 

("Colefax" or the "Company")

 

Tender Offer

 

Colefax today announces a proposed tender offer to buy up to £4million of ordinary shares of 10 pence each in the capital of the Company (the “Shares”), representing 11.5 per cent. of the issued share capital of the Company, at a fixed price of 250 pence per Share (the “Tender Offer”). Peel Hunt LLP (“Peel Hunt”), acting as principal, will purchase up to 1,600,000 Shares at 250 pence each, following which the Company will repurchase from Peel Hunt and cancel all those Shares purchased by Peel Hunt under the terms of the Tender Offer. The Tender Offer is being implemented under the authority granted by Shareholders at the Company’s last Annual General Meeting held on 13 September 2011.

 

The Tender Offer is subject to, amongst other things, the average mid-market quotation for a Share, as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the trade date on 10 September 2012, not being below 238.25 pence.

 

Acircular providing more information in relation to the Tender Offer and setting out the formal terms and conditions of the Tender Offer is expected to be posted to Eligible Shareholders (see below for definition) today (the “Circular”).

 

The Tender Offer is open to all shareholders on the Company’s register of members at close of business on 6 September 2012 (the “Record Date”) and who do not have a registered address in The United States of America, Canada, Australia or Japan (“Eligible Shareholders”). The directors of the Company (the “Directors”) and Peel Hunt, however, reserve the right, at their sole discretion, to extend the Tender Offer to shareholders that are not Eligible Shareholders where such extension will not constitute or give rise to a breach of applicable securities or other legal or regulatory requirements.

 

The Tender Offer is for up to 11.5 per cent. of the Company’s issued share capital. Under the Tender Offer, each Eligible Shareholder is entitled to have up to 11.5 per cent. of his or her shareholding purchased by Peel Hunt at 250 pence per Share (“Basic Entitlement”). Eligible 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 the Eligible Shareholder’s Basic Entitlement will only be accepted to the extent that other Eligible 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 for tenders from Eligible Shareholders who hold less than 500 Shares, whose tender will be accepted in full subject to there being capacity to purchase those Shares in accordance with the terms of the Tender Offer).

 

The Tender Offer is being made at a premium to the closing mid-market price on 24 August 2012 of 3.1 per cent.

 

Eligible Shareholders do not have to tender any Shares but, once submitted, a tender offer application form is irrevocable and cannot be withdrawn. Eligible Shareholders should note that, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of.

 

The following Directors have informed the Company that they and their connected persons intend to tender the following number of Shares into the Tender Offer:

 

David Green

100,000

Rob Barker

13,700

Wendy Nicholls

100,000

 

Background to and reasons for the Tender Offer

 

The Company has built up distributable reserves of approximately £6.9 million and the Board has recently decided that, rather than buying back Shares on an ad hoc basis when they become available through the market, it would be appropriate to offer all Eligible Shareholders the opportunity to realise some of their investment in the Company by means of the Tender Offer.

 

A copy of the Circular has been submitted to the UK Listing Authority's National Storage Mechanism and will shortly be available at www.hemscott.com/nsm.do.

 

Full details of the Tender Offer are contained in the Circular which will shortly be available on the Company's investor relations website http://www.colefaxgroupplc.com/.

 

For further information:

 

Colefax Group plc

David Green, Chairman   

Robert Barker, Finance Director

 

Tel: 020 3178 6378

Peel Hunt LLP                          

(NOMAD & Broker)  

Dan Webster             

Matthew Armitt

Richard Brown

 

Tel: 020 7418 8900

Biddicks

Katie Tzouliadis

Sophie McNulty

Tel: 020 3178 6378

 

              

Peel Hunt LLP are acting for Colefax in relation to the Tender Offer and no one else and will not be responsible to anyone other than Colefax 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 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 in or referred to in the Circular which will shortly be available on the Company's investor relations website http://www.colefaxgroupplc.com. The Circular will contain important information, including the full terms and conditions of the Tender Offer and how it may be accepted, which shareholders are urged to read carefully.

 

The Tender Offer is not being made in or into, and is not capable of acceptance in or from, The United States of America, Canada, Australia or Japan. Custodians, nominees and trustees should observe these restrictions and should not send or distribute documents in or into the United States of America, Canada, Australia or Japan.

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