Result of Share Buyback
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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 | 1,079,513 1 | 18.2% |
| Robert Barker | 8,000 | 72,000 2 | 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.
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