Result of Tender Offer

Colefax Group PLC

23 October 2026

 

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.

Capitalised terms in this announcement, unless otherwise defined, have the same meanings given to them in the Circular published by the Company and sent to Eligible Shareholders on 7 October 2026 (the “Circular”).

AIM: CFX

COLEFAX GROUP PLC

(the “Company”)

Result of Tender Offer

Purchase of Own Shares

and

Total Voting Rights

The Company (AIM:CFX) is pleased to announce the final results of the Tender Offer, details of which were set out in the Circular.

Results of Tender Offer and Purchase of Own Shares

The Company confirms that the Tender Price is 1350 pence, being the lower of: (i) 1350 pence; and (ii) 1413 pence, being 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 22 October 2026 (being the date on which the Shares are to be purchased). The maximum aggregate number of Shares that could have been purchased pursuant to the Tender Offer was 607,047 Shares (representing 12.0 per cent. of the Company’s issued ordinary share capital).

A total of 366,996 Shares (representing 7.3 per cent. of the Company’s issued ordinary share capital) were validly tendered by Eligible Shareholders under the Tender Offer. Tenders in excess of a Shareholder’s Basic Entitlement were only accepted where other Shareholders tendered less than their Basic Entitlement or did not tender any Shares (save that tenders from Shareholders who held 10,000 Shares or less were accepted in full subject to there being capacity to purchase those Shares in accordance with the terms of the Tender Offer). As a result, a total of 366,996 Shares will therefore be purchased under the Tender Offer (representing 7.3 per cent. of the Company's issued ordinary share capital). The total value of all Shares purchased is £5.0 million.

Under the terms of the Repurchase Agreement, Peel Hunt has a put option exercisable on 23 October 2026 to require the Company to purchase from Peel Hunt the Shares purchased pursuant to the Tender Offer at the Tender Price. The Shares purchased by the Company pursuant to the exercise of the put option will be cancelled (the "Cancellation").

The Company purchasing 137,637 Ordinary Shares from David Green and his wife constitutes a related party transaction under Rule 13 of the AIM Rules, due to his status as a Substantial Shareholder (as defined under the AIM Rules) and Director. In this context, the Independent Directors of the Company confirm, having consulted with the Company's nominated adviser, Peel Hunt, that they consider that Colefax purchasing Ordinary Shares sold by David Green and his wife  under the Tender Offer to be fair and reasonable insofar as its shareholders are concerned.

The Company purchasing 110,700 and 50,000 Ordinary Shares from Schroders Investment Management Limited and Jupiter Asset Management Limited respectively each constitutes a related party transaction under Rule 13 of the AIM Rules, due to their status as Substantial Shareholders (as defined under the AIM Rules). In this context, the Directors of the Company confirm, having consulted with the Company's nominated adviser, Peel Hunt, that they consider that Colefax purchasing Ordinary Shares sold by Schroders Investment Management Limited and Jupiter Asset Management Limited under the Tender Offer to be fair and reasonable insofar as its shareholders are concerned.

Total Voting Rights

On completion of the Tender Offer and the Cancellation, the Company's issued ordinary share capital will be 4,691,736 Shares and the total number of voting rights in the Company will be 4,691,736 . This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

It is expected that cheques for Tender Offer proceeds in respect of successfully tendered Shares will be dispatched and CREST payments made on 29 October 2026. Any queries concerning the calculation of accepted tenders and administration of the Tender Offer should be addressed to Computershare Investor Services PLC on [phone].

As a result of the Tender Offer, there have been the following changes to the holdings of the following Directors and their connected persons:

Name	Number of shares successfully tendered	Holding of shares following the Tender Offer	% of issued share capital following the Tender Offer
David Green	137,6371	779,950	16.6%
Key Hall	12,716	93,254	2.0%
Robert Barker	7,3442	53,856	1.1%
Wendy Nicholls	4,732	34,705	0.7%

1 104,746 Shares tendered by David Green are in his own name and 32,891 Shares tendered by him are in his wife’s name.

2 1,440 Shares tendered by Robert Barker are in his own name and 5,904 Shares tendered by him are in his wife’s name.

Enquiries:

Colefax Group plc David Green, Chief Executive Rob Barker, Finance Director	[phone]
Peel Hunt LLP (NOMAD and broker) Dan Webster Andrew Clark Finn Nugent	[phone]
KTZ Communications Katie Tzouliadis Robert Morton	[phone]

Important Notices

Disclaimer

This announcement has been issued by and is the sole responsibility of the Company.

Peel Hunt LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively 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 its clients nor for providing any advice in relation to the Tender Offer and/or any other matter referred to in this announcement.

The Tender Offer has now closed. No further tenders of any Shares may be made pursuant to the Tender Offer. This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement must be read in conjunction with the Circular.

 

END