COLEFAX GROUP PLC
("Colefax" or the "Company")
Result of Share Buyback via Reverse Bookbuild
and
Total Voting Rights
Colefax is pleased to announce the final results of the share buyback to purchase ordinary shares of 10.0 pence each in the Company ("Ordinary Shares") via a reverse bookbuild (the "Buyback"), following the launch announcement on 22 October 2024 (the "Launch Announcement").
Pursuant to the Buyback, 307,043 Ordinary Shares will be acquired at a price of £7.80 per Ordinary Share (the "Buyback Price") for total consideration of £2.39m by Peel Hunt, acting as principal. Under the terms of the Repurchase Agreement (as defined in the Launch Announcement), Peel Hunt has a put option exercisable on 24 October 2024 (or at such later date agreed between Peel Hunt and the Company) to require the Company to purchase from Peel Hunt the Shares purchased pursuant to the Buyback at the Buyback Price. The Shares purchased by the Company pursuant to the exercise of the put option will be cancelled (the "Cancellation").
On completion of the Buyback and the Cancellation, the Company's issued ordinary share capital will be 5,917,238 Shares and the total number of voting rights in the Company will be 5,917,238. 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.
As a result of the Buyback, there have been the following changes to the holdings of the following Directors and their connected persons:
| Name | Number of shares sold | Holding of shares following the Share Buyback | % of issued share capital following the Share Buyback |
| David Green | 50,000 | 1,079,5131 | 18.2% |
| Robert Barker | 8,000 | 72,0002 | 1.2% |
| Wendy Nicholls | 10,000 | 49,437 | 0.8% |
The Company purchasing 220,000 Ordinary Shares from Jupiter Asset Management Limited and 50,000 Ordinary Shares from David Green each constitute related party transactions under Rule 13 of the AIM Rules, due to their status as Substantial Shareholders (as defined under the AIM Rules) and, in relation to David Green, as a Director of the Company. In this context, the Directors of the Company, excluding those participating in the Buyback, confirm, having consulted with the Company's nominated adviser, Peel Hunt LLP, that they consider that Colefax purchasing Ordinary Shares sold by Jupiter Asset Management Limited and David Green in the Buyback to be fair and reasonable insofar as its shareholders are concerned.
Enquiries:
| Colefax Group plc David Green, Chief Executive Rob Barker, Finance Director
| +44 (0)20 7318 6000 |
| Peel Hunt LLP (NOMAD and broker) Dan Webster Andrew Clark Lalit Bose
| +44 (0)20 7418 8900 |
| KTZ Communications Katie Tzouliadis Robert Morton
| +44 (0)20 3178 6378 |
Important notice
DISCLAIMER
Peel Hunt LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting for Colefax Group Plc in relation to the Buyback 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 Buyback and/or any other matter referred to in this announcement.
1The Shares held by David Green comprise 821,540 Shares in his name and 257,973 Shares in his wife's name.
2The Shares held by Robert Barker comprise 49,743 Shares in his name and 22,257 Shares in his wife's name.
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