Last checked at 7 Dec 2018 07:00
7 December 2018
Dunelm Group plc ("Dunelm" or "Company")
Gift of shares and Director/PDMR holding
Dunelm has been notified that on 5 December 2018 Bill Adderley, Founder and Life President of the Company, made the following transfers of ordinary shares of one pence each in the Company, for nil consideration:
Transferee | Number of ordinary shares of one pence each in the Company |
Jean Adderley
| 3,330,000 |
Will Adderley
| 36,070,000 |
Following this transfer, the holdings of the Adderley Family are as follows:
Beneficial owner | Number of shares | % holding |
WA Capital Limited
| 18,161,779 | 8.99% |
WA Capital Investments Limited
| 36,000,000 | 17.83% |
Stoneygate Trust
| 967,250 | 0.48% |
Paddocks Discretionary Trust |
172,750
|
0.09% |
Will Adderley
| 36,070,000 | 17.86% |
Total legal and beneficial interest of Will and Nadine Adderley | 91,371,779 | 45.25% |
|
|
|
Bill Adderley | 0 | - |
Jean Adderley | 12,000,000 | 5.94% |
|
|
|
Total Adderley family holding | 103,371,779 | 51.19% |
There has been no change to the total holding of the Adderley family as a result of these transfers.
The relevant family members are Bill and Jean Adderley (husband and wife), who founded the business; their son, Will Adderley; and Nadine Adderley, who is the wife of Will. Will Adderley is Deputy Chairman of Dunelm; none of Nadine, Bill or Jean Adderley is a director or employee of Dunelm.
WA Capital Limited is a private limited company, wholly owned by Will and Nadine Adderley. WA Capital Investments Limited is a wholly owned subsidiary of WA Capital Limited. The Stoneygate Trust is a charitable trust, and The Paddocks Discretionary Trust is a private family trust; Will and Nadine are trustees but not beneficiaries of these trusts.
The interests set out in the table above are the beneficial interests of the parties named, except as otherwise stated. The registered shareholder in respect of these holdings is set out below:
Beneficial owner
| Registered holder |
WA Capital Limited Stoneygate Trust Paddocks Discretionary Trust |
Goldman Sachs Securities (Nominees) account designation ILSEG |
WA Capital Investments Limited
|
Vidacos Nominees Limited account designation BBUCCC .
|
Will Adderley
|
UBS Private Banking Nominees Limited |
Takeover Code Disclosure
Since the time of flotation of the Company, the members of the Adderley family noted above (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 transfers 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, as it has done since the flotation of 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 obligation under Rule 9 of the City Code to make a general offer to all shareholders of the Company to acquire their Ordinary Shares.
The Takeover Panel has also confirmed that, for so long as the members of the Concert Party continue to be treated as acting in concert, the Company may exercise any authority to make market purchases of its own shares which has been approved by shareholders, without seeking a separate shareholder waiver of any resulting obligation to make a general offer under Rule 9 of the City Code and no obligation to make a general offer under Rule 9 of the City Code will result.
- Ends -
For further information please contact:
Dunelm Group plc Nick Wilkinson, Chief Executive Laura Carr, Chief Financial Officer
| 0116 2644 439 |
|
|
MHP Tim Rowntree Simon Hockridge
| 020 3128 8789 |
DUNELM GROUP PLC
NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Will Adderley | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Deputy Chairman | ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Dunelm Group plc | ||||
b)
| LEI
| 213800WCOWEI3T5DUV19 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary shares of one pence each
ISINGB00BICQ739
| ||||
b)
| Nature of the transaction
| Acquisition for nil consideration | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
36,070,000
£Nil | ||||
e)
| Date of the transaction
| 2018.12.05 | ||||
f)
| Place of the transaction
| London Stock Exchange (XLON) | ||||
Name of officer of issuer responsible for making notification: Dawn Durrant Date of notification: 2018.12.07 |