Colefax Group PLC Launch of Share Buyback Programme (3775A)
2022年9月23日 - 3:01PM
RNSを含む英国規制内ニュース (英語)
TIDMCFX
RNS Number : 3775A
Colefax Group PLC
23 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018.
COLEFAX GROUP PLC
("Colefax" or the "Company")
Launch of Share Buyback Programme
The Company today announces that it will commence a share
buyback programme to purchase ordinary shares of 10.0 pence each in
the Company ("Ordinary Shares") for up to a maximum consideration
of GBP5,355,000 (the "Buyback").
The Company has for a number of years followed a policy of
buying back Ordinary Shares when they have become available in
order to enhance earnings for the remaining shareholders. Pursuant
to this policy, the Company has previously launched a number of
tender offers to buy back Ordinary Shares, the most recent being in
August 2021. Due to low shareholder participation in the last
tender offer, the Company's directors have decided to launch the
current Buyback, which will give shareholders the ability to sell
their shares without the costs involved in a formal tender
offer.
The Company has entered into a non-discretionary agreement with
Peel Hunt LLP ("Peel Hunt") in relation to the purchase by Peel
Hunt, acting as "riskless" or "matched" principal, of up to a
maximum of 700,000 Ordinary Shares at a price of up to GBP7.65 per
Ordinary Share (the "Purchase Price"), being the closing bid price
on 22 September 2022, representing a discount of 3.2 per cent to
the closing mid market price on that day.
The primary purpose of the Buyback is to reduce the share
capital of the Company. The Ordinary Shares purchased under the
Buyback will be cancelled.
The directors of the Company consider the Buyback to be in the
best interests of the Company and of its shareholders generally,
with the implementation of the Buyback expected to enhance earnings
per share.
Purchases of the Company's Ordinary Shares pursuant to the
Buyback will commence immediately and will end no later than 28
September 2022.
Any purchase of Ordinary Shares under the Buyback will be
carried out on the London Stock Exchange
and will be effected within certain pre-set parameters. In
particular, the maximum price which may be paid for an Ordinary
Share pursuant to the Buyback is an amount equal to 105% of the
average of the middle market quotations for an Ordinary Share as
derived from The London Stock Exchange Daily Official List for the
five business days immediately preceding the day on which that
Ordinary Share is purchased.
Any purchases under the Buyback shall take place in accordance
with (and subject to the limits prescribed by) the Company's
general authority to repurchase Ordinary Shares granted by its
shareholders at the annual general meeting on 23 September 2021
(the "2021 Authority"). Details of the share buyback authority can
be found on page 57 of the 2021 Annual Report which can be viewed
on the Company's website at colefaxgroupplc.com. The maximum number
of Ordinary Shares that the Company is authorised to purchase under
the 2021 Authority is 1,190,630.
The Buyback will take place in accordance with the Market Abuse
Regulation (EU) No. 596/2014 (as in force in the UK and as amended
by the Market Abuse (Amendment) (EU Exit) Regulations 2019) and the
Commission Delegated Regulation (EU) No. 2016/1052 (as in force in
the UK and as amended by the FCA's Technical Standards (Market
Abuse Regulation) (EU Exit) Instrument 2019), save that, due to the
illiquidity of the Ordinary Shares, more than 25% of the average
daily volume of the Ordinary Shares may be purchased in any trading
day. The Buyback will be discontinued in the event the Company
ceases to have the necessary general authority to repurchase
Ordinary Shares.
The Company will make further regulatory announcements to
shareholders in respect of purchases of
Ordinary Shares under the Buyback no later than 7.30 a.m. on the
business day following the calendar day on which the purchase
occurred.
The person responsible for arranging the release of this
announcement on behalf of the Company is
Robert Barker, the Group Finance Director and Company
Secretary.
Enquiries:
Colefax Group plc
David Green, Chief Executive
Rob Barker, Finance Director +44 (0)20 7318 6000
Peel Hunt LLP (NOMAD and broker)
Adrian Trimmings
Andrew Clark
Lalit Bose +44 (0)20 7418 8900
KTZ Communications
Katie Tzouliadis
Dan Mahoney +44 (0)20 3178 6378
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Colefax (LSE:CFX)
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