Announcement of Exercise of Over-allotment Option

RNS Number : 3901J

DFS Furniture plc

02 April 2015

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OF AMERICA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

2 April 2015                                                                                                                For immediate release

DFS Furniture plc (the "Company")

Announcement of Exercise of Over-allotment Option

In connection with its initial public offering (the "Offer") of Ordinary Shares, the Company announces that,  UBS  Limited,  as  Stabilisation  Manager,  has  today  given  notice  to  exercise  the  Over-allotment Option granted by Advent Diamond (Luxembourg) S.à r.l ("Advent") in respect of 5,648,626 Ordinary Shares  at the offer price of 255 pence per Ordinary Share.

Including the exercise of the Over-allotment Option, the total size of the Offer is £220,810,651 (86,592,412 Ordinary Shares), in total representing approximately 40.6 per cent of the 213,030,601 Ordinary Shares currently in issue.

Following the exercise of the Over-allotment Option, Advent will own approximately 53.2 per cent. of the Ordinary Shares and Richard Baker, a concert party of Advent under the Takeover Code, the Chairman of the Company, will own approximately 2.3 per cent. of the Ordinary Shares.

The Stabilisation Period commenced at 8.00 a.m. (London time) on 6 March 2015 and may continue until close of business on 4 April 2015.

Enquiries

DFS (enquiries via FTI) Ian Filby (CEO) Bill Barnes (Finance Director)
Joint Global Co-ordinators, Joint Sponsors and Joint Bookrunners
Jefferies Robert Foster Paul Nicholls Max Jones	[phone]
UBS Craig Calvert Christopher Smith Abid Chaudhri	[phone]
Joint Bookrunners
Numis Oliver Cardigan Mark Lander Co-Lead Managers Berenberg Oliver Diehl Georg Bucher	[phone] [phone]
HSBC Adrian Lewis Intermediaries Offer enquiries	[phone]
Numis Melissa Gauge Maria Driver	[phone] [e-mail]
Financial Public Relations
FTI Consulting Jonathon Brill Georgina Goodhew Tom Hufton	[phone]

Disclaimers

This announcement is for information purposes only and does not constitute an invitation or offerto underwrite, subscribe for or otherwise acquire or dispose ofany Ordinary Shares or any other securities of the Company in any jurisdiction.

This announcement is not for distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan or any other jurisdiction where it is unlawful to distribute this announcement. In particular, this announcement is not an offer of securities for sale in the United States. The securities proposed to be offered by the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any State or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities referred to herein in any jurisdiction, including in the United States, Australia, Canada or Japan. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan.

This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") outside the United Kingdom who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors"). Any investment or investment activity to which this announcement relates is available only Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

Jefferies International Limited ("Jefferies)  and Numis Securities Limited ("Numis"), each of which is authorised and regulated by the FCA in the UK, UBS Limited ("UBS") and HSBC Bank plc ("HSBC"), each of which is authorised by the Prudential Regulation Authority ("PRA") and regulated and authorised by the PRA and FCA in the UK, and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation by the FCA, are acting exclusively for the Company and no one else in connection with the Offer, and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offer, Jefferies, UBS, Numis, HSBC, Berenberg (the "Underwriters") and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. In addition, certain of the Underwriters or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Ordinary Shares. None of the Underwriters intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters, nor any of their respective subsidiary undertakings, affiliates or any of their respective partners, directors, officers, employees, advisors, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

 

END

 

 

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