Colefax Grp. Regulatory News (CFX)

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

FOR IMMEDIATE RELEASE

Capitalised terms in this announcement, unless otherwise defined, have the same meanings given to them in the Circular published today which is available to view on the Company's website at https://www.colefaxgroupplc.com/

20 August 2021

COLEFAX GROUP PLC

("Colefax", the "Group" or the "Company")

Announcement of Tender Offer

and

Posting of Circular

The Company is pleased to announce today the launch of a proposed Tender Offer by Peel Hunt to purchase up to 14.0 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 2020 Annual General Meeting held on 19 October 2020.

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 1,263,141 Shares (being 14.0 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 14.0 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 14.0 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) 615 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 615 pence, the Tender Offer is being made at:

o a premium of 5.1 per cent. to the closing mid-market price per Share on 19 August 2021;

o a premium of 25.5 per cent. to the 180 day volume weighted average price per Share on 19 August 2021; and

o a premium of 34.3 per cent. to the 360 day volume weighted average price per Share on 19 August 2021.

· 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 7,759,299 Shares, assuming the maximum 1,263,141 Shares (being 14.0 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 13 September 2021 (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:

In each case acceptance by the Company of an application under the Tender Offer in excess of 14.0% of the applicant's holding is subject to there being capacity to purchase those Shares in accordance with the terms of the Tender Offer.

1The Shares to be tendered by David Green comprise of 199,161 Shares in his name and 48,832 Shares in his wife's name.

2The Shares to be tendered by Robert Barker comprise of 35,000 Shares in his name and 35,000 Shares in his wife's name. These figures represent more than Robert Barker and his wife's Basic Entitlement, which is 12,997 Shares and 12,997 Shares respectively.

3 This figure represents more than Key Hall's Basic Entitlement, which is 20,819 Shares.

This summary should be read in conjunction with the full text of the Circular, when available.

Expected Timetable

The above times and/or dates are indicative only and may change. If any of the above times and/ or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a regulatory information service of the London Stock Exchange.

All references to times in this document are to London times unless otherwise stated.

Enquiries:

Important notice

Disclaimer

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (Regulation 596/2014) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this Announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

Peel Hunt LLP is acting for Colefax Group plc in relation to the Tender Offer 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 Tender Offer.

This announcement does not constitute, or form any 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 or referred to in the Circular which will shortly be available on the Company's investor relations website http://www.colefaxgroupplc.com and the personalised Tender Offer Application Form which will be sent to Shareholders who hold Shares in certificated form (i.e. not in CREST). The Circular and Tender Offer Application Form will contain important information including the full terms and conditions of the Tender Offer and how it may be accepted. Shareholders are urged to read the Circular and, where applicable, the Tender Offer Application Form, carefully.

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

The timetable for the Tender Offer may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Tender Offer will occur and Shareholders should not base their financial decisions on the Company's intentions in relation to the Tender Offer at this stage.