Dunelm Regulatory News (DNLM)

14 Dec 2009 13:17



14 December 2009

Dunelm Group plc ("Dunelm" or "Company")

Gift of shares and Director/PDMR holdings

Dunelm has today been notified that Bill Adderley, Founder and Life President, today transferred 20,000,000 ordinary shares of 1p each ("the Shares") to Will Adderley, Chief Executive, for nil consideration. The Shares represent approximately 10.0% of the Company's issued share capital. Will Adderley has confirmed that he regards his shareholding as a long term investment and, in any event, he has agreed not to dispose of the Shares until at least 6 October 2010. 

Following the above transfer, Will Adderley now has 70,000,000 shares, a holding of 35.0%. Bill Adderley's remaining holding is 39,400,000 shares, or 19.7% of the issued share capital; he also has an interest in 8,670,000 shares held by his wife, giving a combined total of 24.0% of the issued share capital.

The above interests are the beneficial interests of the individuals named, except as otherwise stated. The registered shareholder in respect of Will Adderley's shares is Goldman Sachs Securities (Nominees) account designation ILSEG.

This announcement relates to a transaction notified in accordance with Disclosure Rule 3.1.4R (1)(a).

Takeover Code Disclosure

Since the time of flotation of the Company, Jean Adderley, Bill Adderley and Will Adderley (the "Concert Party") have been considered to be acting in concert for the purposes of Rule 9 of the City Code on Takeovers and Mergers (the "City Code"). The Takeover Panel has (i) consented to the above-referenced transfer of shares within the Concert Party whereby Will Adderley's shareholding has increased to a level in excess of 30% of the issued share capital of the Company; and (ii) has confirmed that there is no obligation on Will Adderley to make a general offer to all shareholders of the Company to acquire their ordinary shares in the Company pursuant to Rule 9 of the City Code.

Shareholders should note that the Concert Party controls in excess of 50% of the ordinary shares in issue in the Company. Accordingly, the Concert Party, for so long as the members of the Concert Party continue to be treated as acting in concert, may be able to increase its aggregate interests in shares in the Company without incurring any further obligation under Rule 9 of the City Code to make a general offer to all shareholders of the Company to acquire their Ordinary Shares. However, individual members of the Concert Party will not be able to increase their percentage interests in Ordinary Shares through a Rule 9 threshold (i.e. to result in a member having an interest in shares carrying 30% or more of the voting rights of the Company when previously the percentage was below 30%; or to result in the increase of a holding that is 30% or more but not exceeding 50% without the consent of the Takeover Panel). The Takeover Panel has, however, consented to Will Adderley continuing to receive shares as a result of the vesting of options under the Company's SAYE and LTIP option schemes in the ordinary course.

- Ends -

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Notes to Editors

Dunelm is the UK's leading specialist out of town homewares retailer, operating in the £12bn homewares market. The Group currently operates 98 stores, branded Dunelm Mill, of which 86 are out-of-town superstores and 12 are high street shops. The majority of the stores are located in the Midlands or north-west of England. Dunelm employs over 5,000 full and part time staff, the vast majority of whom work in the stores.

Dunelm was founded in 1979 as a market stall business, selling ready-made curtains. The first shop was opened in Leicester in 1984 and over the following years the business developed into a successful chain of high street shops in the Midlands specialising in soft furnishings. The first Dunelm superstore was opened in 1991, leading to the Group's expansion into the broader homewares market.

The superstores provide an average of 28,000 sq ft of selling space and offer an extensive range of around 20,000 products across a broad spectrum of categories, including bedding, curtains, gifts and seasonal items, cushions, bathroom products, kitchenware, quilts, pillows and rugs. Dunelm also specialises in offering a wide range of fabrics, made to measure curtains and a frequently changing series of special buys. The directors are passionate about ensuring that all ranges live up to Dunelm's philosophy of offering customers "Simply Value for Money".

Dunelm also operates an on-line store, to be found at www.dunelm-mill.com.

Dunelm listed on the London Stock Exchange in October 2006 (DNLM.L) and has a current market capitalisation of approximately £830 million.