Intention to cancel listing and notice of disposal

Headlam Group PLC

07 October 2026

 

7 October 2026

Headlam Group plc

('Headlam', the 'Company', the 'Group')

Intention to cancel listing and notification of disposal

Following the appointment of Will Wright, Chris Pole and Ryan Grant as joint administrators (the “Joint Administrators”) to Headlam Group plc (the “Company”) and its trading subsidiary HFD Limited (together, the “Group”) on 8 September 2026, the business continued to trade while a partial restructuring of the business and an exploration of options were conducted, including the possibility of exiting administration through a Company Voluntary Arrangement together with a broader restructuring of the Group’s debt (together, the “Administration Exit”). As that work has progressed, and despite also exploring a sale of the whole of the trading business in a single transaction, it has become clear that a sale of certain parts of the business and assets of the Group represents the best and most deliverable outcome for creditors, and that the Administration Exit is no longer a tenable option for the Company, acting by the Joint Administrators.

Consequently, the Company announces the disposal of certain assets of the Company and HFD Limited ("Disposal") to Likewise Group plc ("Likewise") for aggregate consideration of £14.9 million (plus VAT). The Disposal includes, amongst others, the sale of the freehold of the Thatcham distribution centre and the Crucial Trading and Concept Flooring brands and certain related assets. The Disposal constitutes a significant transaction under the Financial Conduct Authority's ("FCA") Listing Rules; accordingly, further details of the Disposal are contained in the appendix to this announcement.

Following completion of the Disposal and a review of the Company’s retained affairs and the realisation of available assets, it is unlikely that the funds secured from the Disposal and any further realisation event(s) will be sufficient to meet the claims of the unsecured creditors in full. Consequently, it is unlikely that there will be any return of capital to the shareholders of the Company.

In light of the above and pursuant to Listing Rule 21.3.5R, the Joint Administrators intend to apply to the FCA for the listing of the Company's ordinary shares (the “Shares”) on the Official List of the FCA to be cancelled and the Shares to cease to be admitted to trading on the main market for listed securities of the London Stock Exchange plc ("Cancellation"). A further announcement in relation to the Cancellation will be published in due course.

Enquiries

Interpath (Communications Team)

Katy Broomhead Email: [e-mail]

Alastair Henry  Email: [e-mail]

This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Appendix

On 6 October 2026, the Group completed the sale of:

• its freehold interest in the 90,000 sq. ft. Thatcham distribution centre (“Thatcham”)
•  Certain operational assets and inventory including assets and certain inventory in Thatcham) (together “Other assets");
• the trade and assets of Crucial Trading and the trade and assets of Concept Flooring in West Bromwich and Stoke-on-Trent (together "the Brands"); and
• principal intellectual property ("Intellectual Property"),

to Likewise Group plc ("Likewise") for an aggregate sum of £14.9 million (plus VAT), which constitutes a significant transaction under the Listing Rules. Likewise has also entered into an agency agreement with the Company to assist the Joint Administrators during the next nine months to sell the Group's remaining inventory in an orderly manner so as not to disrupt the UK floorcoverings market.

This Appendix, together with the main body of the announcement, sets out the further information that is required to be disclosed.

(A) Material Contracts - The sale agreement between the Group and Likewise has no conditions outstanding. 

(B) Risks - Headlam shareholders should carefully consider, together with all other information contained in this announcement, the specific factors and risks described below. The Company considers these to be the known material risk factors relating to the significant transaction. There may be other risks of which the board of directors of the Company ("Board") is not aware or which it believes to be immaterial which may be connected to the transaction and have a material and adverse effect on the business, financial condition, results of operations or future prospects of the Group.   The risks disclosed below are those which the Company considers: (i) are material risks related to the transaction; (ii) will be material new risks to the Group as a result of the transaction; or (iii) are existing material risks for the Group which will be impacted by the transaction. The risks described below are not set out in any order of priority, assumed or otherwise: (i) The Group may incur liability under the sale contract; (ii) The sale contract is based on standard market terms for an accelerated sale process of assets out of administration. Both the Group and Likewise carried out a customary due diligence and disclosure process to minimise the liability under these provisions; (iii) Notwithstanding that the shares of the Company are currently suspended from trading and the Company intends to apply for Cancellation, if any shares are traded in future: (a) the price of shares in the Group may fluctuate on the basis of market sentiment surrounding the transaction; and (b) the price at which investors may realise their shares (which is influenced by a number of factors, some specific to the Group and its operations and some which may affect flooring distributors or publicly traded or other comparable companies) may include the sentiments of the market regarding the transaction. 

(C) Impact of the transaction on the Company's earnings, assets and liabilities - The Group has a book value of £4.0 million for the freehold interest at Thatcham, c. £6.0 million for Other Assets and £Nil for the Brands and Intellectual Property based on its latest balance sheet.  Pursuant to the transaction, the Group will receive £ 12.9 million for Thatcham, £1.1 million for Other Assets, and £0.9 million for the Brands and Intellectual Property. 

(D) Use of proceeds - The net proceeds will be used to meet the expenses of the administration and the claims of the secured and preferential creditors pursuant to the administration. As referenced in the body of this announcement, it is unlikely that there will be any return of capital to the shareholders of the Company. 

(E) Additional Disclosures - The Joint Administrators approved the transaction on behalf of the Company. Nevertheless, in the opinion of the Board, the transaction is in the best interests of the Company's security holders as a whole.  There are no related party transactions or legal and arbitration proceedings to disclose.  The information required by UKLR 7, Annex 2.2(2) and 2.2(3) is not available.  The value of the consideration for Thatcham compares with the last market property valuation (carried out by a third-party property valuation company) for Thatcham of £11.75 million. The value of the consideration for Other Assets was reached after considering recent third-party valuation of realisable value.  The value of the Brands and IP was reached via negotiation and after considering recent trading activity relating to these brands. Overall, the Joint Administrators are satisfied that the combined value for the Other Assets, Brands and Intellectual Property are appropriate based on the market testing undertaken during the accelerated marketing process since the date of their appointment. A profit on sale will be generated, which will be recognised as non-underlying income.  The Board having regard to the profit on sale which will arise, the opinion of the Joint Administrators and also the broad recent market testing undertaken, the Board considers the combined consideration for Thatcham, Other Assets, the Brands and Intellectual Property is fair as far as the security holders of the Company are concerned.

Unless otherwise stated, all financial information relating to the Group disclosed in this announcement has been extracted, without material adjustment, from the Group's audited accounts.

 

END