Headlam Regulatory News (HEAD)

9 March 2022

Headlam Group plc

('Headlam' or the 'Company')

Share Buyback Programme

Headlam (LSE: HEAD), Europe's leading floorcoverings distributor, today announces that it will undertake a share buyback programme of a maximum aggregate consideration of £15.0 million (the 'Share Buyback Programme').

As referenced in January 2022's Pre-Close Trading Update and today's Final Results announcement, the Company's net funds position is comfortably above current capital requirements despite increased levels of investment, and the Company continues to be highly cash generative. As at 31 December 2021, the Company's net funds position (excluding lease liabilities) was £53.7 million. As such, and as set out in today's Final Results, the Company is returning £30.0 million of surplus funds to shareholders. The return is via both a special dividend (£15.0 million) and the Share Buyback Programme (£15.0 million).

Details of the special dividend of 17.7 pence per ordinary share of 5 pence each ('Ordinary Share') are given within the Final Results. For the time being an element of capital is being retained on the Company's balance sheet to allow for further investment in the business should the Company wish to accelerate growth projects, to provide flexibility including on the financing of any potential M&A, and also as a prudent precaution against unforeseen events.

The Company has appointed its corporate brokers, Panmure Gordon (UK) Limited ('Panmure Gordon') and Peel Hunt LLP ('Peel Hunt'), to manage the Share Buyback Programme to repurchase Ordinary Shares on the Company's behalf from 10 March 2022.

The Company has entered into an irrevocable commitment with Panmure Gordon and Peel Hunt to operate the Share Buyback Programme through a non-discretionary programme, repurchasing the Ordinary Shares on its behalf, and within certain defined parameters. Panmure Gordon and Peel Hunt will make trading decisions in relation to the buyback of Ordinary Shares independently of the Company within the programme terms.

Share repurchases will take place in open market transactions and may be made from time to time depending on market conditions, share price and trading volume. Under the Share Buyback Programme, the repurchased shares will either be cancelled or held in treasury at the Company's discretion for later reissue or cancellation. Shares held in treasury are not entitled to dividends and have no voting rights at the Company's general meetings.

The Share Buyback Programme is in accordance with Headlam's general authority to purchase a maximum of 8,511,120 Ordinary Shares, granted by its shareholders at the Annual General Meeting held on 21 May 2021, and the purpose of the Share Buyback Programme is to reduce the Company's share capital. The Share Buyback Programme will be conducted within the parameters of the Market Abuse Regulation 596/2014/EU and the Commission Delegated Regulation 2016/1052/EU (each as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018, including where relevant pursuant to the Market Abuse (Amendment)(EU Exit) Regulations 2019) and Chapter 12 of the Listing Rules. The Company confirms that it currently has no other unpublished price sensitive information.

Headlam will make further regulatory announcements in respect of repurchases of Ordinary Shares, including as to whether those shares have been cancelled or are held in treasury.

As of the 8 March 2022, the Company's total issued share capital consisted of 85,639,209 Ordinary Shares, with one voting right per share. The Company held 314,957 Ordinary Shares as treasury shares. Therefore, the total number of voting rights in the Company was 85,324,252.

This announcement contains information which, prior to its disclosure, was inside information.