Original
RNS Number : 7071O
Dunelm Group plc
15 October 2012
 



15 October 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

DUNELM GROUP PLC

("Dunelm" or the "Company")

POSTING OF CIRCULAR RELATING TO PROPOSED RETURN OF CAPITAL INCLUDING NOTICE OF ANNUAL GENERAL MEETING ON 16 NOVEMBER 2012 AND NOTICE OF GENERAL MEETING ON 16 NOVEMBER 2012

Dunelm announces today the posting of a circular (the "Circular") to Shareholders containing details of the return of capital of 32.5 pence per Ordinary Share by way of a B/C share scheme, which was announced at the time of the Company's preliminary results on 13 September 2012.  The total value of the return of capital will equate to approximately £65.8 million.  The Circular includes notice of a General Meeting to approve the resolution necessary to implement the proposed return of capital, which will be held on 16 November 2012.

The Circular also includes notice of the Company's Annual General Meeting. The Company's annual report and financial statements for the year ended 30 June 2012 ("Annual Report and Financial Statements") is also being sent to Shareholders with the Circular.

The Annual General Meeting is to be held at The Holiday Inn Express, Rockingham Road, Kettering NN14 1UD at 9.30 am on 16 November 2012 and the General Meeting is to be held at The Holiday Inn Express, Rockingham Road, Kettering NN14 1UD at 10.00 am on 16 November 2012 (or as soon thereafter as the Annual General Meeting shall have concluded or been adjourned).

A copy of the Circular and the Annual Report and Financial Statements will shortly be available on the Company's website at: www.dunelm-mill.com.  A copy of the Circular and the Annual Report and Financial Statements has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.

It should be noted that no prospectus is required, in accordance with the prospectus directive (Directive 2003/71/EC), to be published in connection with the proposed issue of B and C Shares.

ANNUAL GENERAL MEETING AND RETURN OF CAPITAL - EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of white Form of Proxy for Annual General Meeting

9.30 am 14 November 2012

Latest time and date for receipt of yellow Form of Proxy for General Meeting

10.00 am 14 November 2012

Annual General Meeting

9.30 am 16 November 2012

General Meeting

 10.00 am 16 November 2012 (or as soon thereafter as the Annual General Meeting shall have concluded or been adjourned)

Latest time for receipt of Election Forms from certificated Shareholders and TTE Instructions from CREST holders in relation to the Share Alternatives

4.30 pm 16 November 2012

Ordinary Share Record Date for participation in the Return of Capital

6.00 pm 16 November 2012

B Share Dividend declared and conversion of B Shares in respect of which the B Share Dividend is payable into Deferred Shares

by 19 November 2012

Purchase Offer made

by 20 November 2012

Dispatch of cheques or mandated bank accounts credited (as appropriate) in respect of the B Share Dividend and the proceeds under the Capital Option

by 30 November 2012

Ordinary dividend record date

30 November 2012

Dispatch of cheques or mandated bank accounts credited (as appropriate) in respect of the ordinary dividend

by 21 December 2012

All times referred to are London times unless otherwise stated.

 

Proposed Return of Capital to Shareholders of 32.5 pence per Ordinary Share

1.             Introduction

The Board is proposing to return approximately £65.8 million of capital to Shareholders (equivalent to 32.5 pence per Ordinary Share).  This is in addition to an ordinary dividend of 10.0 pence per Ordinary Share for the period ended 30 June 2012 which equates to £20.2 million. The background to and reasons for the Return of Capital are detailed in paragraph 2 below.

The precise aggregate amount of the Return of Capital will depend on the number of Ordinary Shares in issue at 6.00 pm on 16 November 2012.  However, based on the number of Ordinary Shares in issue on 12 October 2012, the Return of Capital would amount to approximately £65.8 million in total.

The Return of Capital requires the approval of Shareholders which will be sought at the General Meeting to be held on 16 November 2012.  Notice of the General Meeting will be sent to Shareholders with the Circular.

Notice of the Annual General Meeting will also be sent to Shareholders with the Circular.

If the Return of Capital is approved at the General Meeting, Shareholders on the register at the close of business on 16 November 2012 will receive payment of 32.5 pence per Ordinary Share by 30 November 2012.

If the ordinary dividend is approved at the Annual General Meeting, Shareholders on the register at the close of business on 30 November 2012 will receive payment of 10.0 pence per Ordinary Share by 21 December 2012.

2.             Background to and reasons for the Return of Capital

Dunelm has consistently generated significant cashflow and has built up a material cash balance in recent years.  In 2010, Dunelm returned £42.2 million of surplus cash to its shareholders and Dunelm has continued to generate further cash balances. In the financial year ended 30 June 2012, the Group's average net cash position was £57.6 million, with net cleared funds at the end of the period being £65.2 million.  In the absence of the proposed Return of Capital the Board would expect the Group's positive cash position to continue to increase further.

Given the above, the expected cash requirements of the Group going forward and the other funding available to the Group, the Board has decided that Dunelm should return approximately £65.8 million to Shareholders.  The Board believes that as a result, the Group will have a more appropriate capital structure whilst still being in a position to invest in and grow the Group in line with the current stated strategy, being to (i) further develop Dunelm's specialist position; (ii) open more superstores; (iii) grow its multi-channel business; and (iv) develop and exploit the Group's strengthened infrastructure.

3.             Summary of the proposals

The Board is mindful of the fact that it has a range of institutional, corporate and individual shareholders and, as such, proposes a flexible mechanism by which the capital is returned.  Having considered the available options, the Board is proposing that the Return of Capital is effected via a B/C share scheme under which Shareholders will receive a bonus issue of a newly created class of shares, either B Shares or C Shares, pro-rata to their holding of Ordinary Shares.

This method of return has been chosen as it allows Shareholders (save for certain Overseas Shareholders) to be treated equally irrespective of the size of their investment in Dunelm and gives each Shareholder flexibility to elect to receive all or part of the Return of Capital in a dividend form, if preferred. Whichever alternative is chosen, the Return of Capital will amount to 32.5 pence per Ordinary Share and, based upon the number of Ordinary Shares in issue, total approximately £65.8 million.

4.             Return of Capital

4.1           B Shares/C Shares

Under the Return of Capital, Shareholders will receive a bonus issue of:

One B Share or One C Share for each Ordinary Share held on the Ordinary Share Record Date.

At the closing middle-market price of 661.0 pence per Ordinary Share on 12 October 2012 (being the latest practicable date prior to the publication of the Circular), the proposed Return of Capital to Shareholders represents approximately 4.92 per cent. of Dunelm's market capitalisation at that date and 32.5 pence per Ordinary Share.

4.2           Share Alternatives

Under the B/C Share Scheme, Shareholders (other than certain Overseas Shareholders) will have the following alternatives. The two alternatives will each have different UK tax consequences.

The alternatives are summarised below and explained in further detail in the Circular.

Shareholders who are in any doubt as to their tax position should consult an appropriate professional adviser.

In the event that a Shareholder fails to make a valid election for one or more of the alternatives, such Shareholder will be deemed (unless the Company determines otherwise) to have elected for the Income Option in respect of his entire holding.

Shareholders (other than Overseas Shareholders in Restricted Territories) may elect to receive any one of, or a combination of, the two Share Alternatives set out below. The Capital Option is not available to Overseas Shareholders in Restricted Territories who are only entitled to elect for the Income Option.

If a Shareholder does not properly complete and return an Election Form or if they are a CREST holder and do not send a valid TTE Instruction, unless the Company determines otherwise, they will be deemed to have elected for the Income Option in respect of all of their entitlement.

Alternative 1: Income Option

Shareholders who choose this alternative (or are deemed to have chosen this alternative), will receive one B Share for each corresponding Ordinary Share held at the Ordinary Share Record Date.  Shareholders will receive a single dividend of 32.5 pence per B Share in respect of those B Shares. A Shareholder's aggregate entitlement will be rounded down to the nearest penny.  It is expected that this will be declared by 19 November 2012.  Following the declaration of the B Share Dividend, the B Shares will be automatically converted into Deferred Shares. The Deferred Shares will not be listed, and will carry extremely limited rights as Shareholders will have already received a cash pay-out in relation to those shares. It is intended that the Deferred Shares will be purchased by UBS under the Articles of Association and subsequently purchased from UBS by the Company, in each case for an aggregate sum of 1 penny, and cancelled.

It is expected that the B Share Dividend will be treated as income for United Kingdom tax purposes.

It is also expected that Shareholders who choose (or are deemed to have chosen) this alternative will have their cheques dispatched or mandated bank accounts credited (as appropriate) by 30 November 2012.

Alternative 2: Capital Option

Shareholders who choose this alternative will receive one C Share for each corresponding Ordinary Share held at the Ordinary Share Record Date.  It is intended that such C Shares will be purchased by UBS as principal under the Purchase Offer by 20 November 2012 for 32.5 pence per C Share, free and clear from all dealing expenses and commissions, with the proceeds of such sale being sent to relevant Shareholders by 30 November 2012 and it is intended that any such C Shares purchased by UBS would in turn be purchased from UBS by the Company and then cancelled.

It is expected that the proceeds from this sale will be treated as capital for United Kingdom tax purposes.

The making of the Purchase Offer is subject to certain conditions and Shareholders' attention is drawn to paragraph 7 of Part 10 of the Circular, where the Purchase Offer Deed is summarised.

It is also expected that Shareholders who choose this alternative will have their cheques dispatched or CREST accounts credited (as appropriate) by 30 November 2012.

4.3           Information Relating to the B Shares, C Shares and Deferred Shares

None of the B Shares, C Shares or Deferred Shares will be admitted to the Official List or to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares, C Shares or Deferred Shares be listed or admitted to trading on any other recognised investment exchange.

The B Shares, C Shares and Deferred Shares will have limited rights.  The rights and restrictions attached to the B Shares, C Shares and Deferred Shares are set out more fully in Parts 5, 6 and 7 of the Circular respectively.

5.             General Meeting

Shareholders' approval is being sought for the proposed Return of Capital.

A General Meeting has been convened for 10.00 am on 16 November 2012 (or as soon thereafter as the Annual General Meeting convened for 9.30 am that day shall have concluded), notice of which together with a yellow Form of Proxy to be used in connection with the General Meeting, will be sent out with the Circular.

6.             Summary explanation of the Resolution to be put to the General Meeting

The Return of Capital is conditional upon the Resolution being passed. The Resolution is a special resolution and will be passed if at least 75 per cent. of the votes are cast in favour.  

The Resolution proposes to:

·              authorise the Directors to:

(i)               capitalise a sum not exceeding £2,025.93 standing to the credit of the Company's share premium account to pay up in full the B Shares and C Shares; and

(ii)               allot and issue B Shares and C Shares up to an aggregate nominal amount of £2,025.93 to Shareholders on the basis of one B Share or one C Share for each Ordinary Share held at 6.00 pm on 16 November 2012. The authority granted to the Directors will expire on the earlier of the conclusion of the next annual general meeting of the Company after the passing of this Resolution and 31 December 2013; and

(iii)              carry out any other act necessary in relation to the Return of Capital; and

·              approve the terms of the Option Agreement to be entered into between the Company and UBS Limited described in paragraph 7 of Part 10 of the Circular; and

·              adopt new articles of association that incorporate the terms of the B Shares and C Shares and the Deferred Shares and to amend the power to make bonus issues to permit the issue of the B and C Shares in accordance with the B/C Share Scheme.

If the Resolution is not passed at the General Meeting, the Return of Capital will not proceed.

The Return of Capital is not conditional on the passing of any of the Resolutions being proposed at the Annual General Meeting.

The Return of Capital will have no effect on the number of Ordinary Shares held by any Shareholder and accordingly on the voting share capital of the Company.  As a result, the provisions of Rule 9 of the Takeover Code do not apply to the Return of Capital and no approval is being sought from Shareholders for a waiver of these provisions in the context of the Return of Capital.

7.             United Kingdom taxation in relation to the Return of Capital

A tax liability may arise for Shareholders resident in the UK (for tax purposes) in respect of the capital and/or income received under the Return of Capital depending upon a Shareholder's individual circumstances. A guide to the general tax position of United Kingdom Shareholders is set out in the Circular.

8.             Overseas Shareholders

The attention of those Shareholders who are not resident in the United Kingdom or who are citizens, residents or nationals of other countries is drawn to the information set out in paragraph 6 of Part 3 of the Circular.

In particular, Overseas Shareholders should note that, by making a valid election for the Capital Option, such Shareholders will be deemed to represent, warrant, undertake and/or agree (as applicable) in the terms set out in paragraph 6 of Part 3 of the Circular.  Furthermore, Overseas Shareholders with a registered address in a Restricted Territory will be deemed to have elected for the Income Option in respect of all of their B/C Share Entitlement.  The tax consequences of the B/C Share Scheme may vary for Overseas Shareholders and, accordingly, Overseas Shareholders should consult their own independent professional adviser without delay.

9.             Share Option Schemes

Holders of options under the Share Option Schemes are not the beneficial owners of Ordinary Shares and so will not be entitled to participate in the Return of Capital.

The Board does not consider that any adjustments to the terms of the Share Option Schemes are necessary to preserve the value of the options that have been granted under the Share Option Schemes following the Return of Capital.  Should the Board subsequently determine that adjustments are so required, any adjustment proposed by the Board to the Group Share Option Plan and the Group Savings Related Share Option Plan will be subject to the consent of HM Revenue & Customs and any material adjustments will be subject to Shareholders' approval.

10.           Preliminary Announcement and Significant Change

For information purposes, Shareholders' attention is drawn to the preliminary announcement of the results of the Company for the period to 30 June 2012 which was published on 13 September 2012 and which can be found at www.dunelm-mill.com.

The Directors are not aware of any significant change in the financial or trading position of the Group since 3 October 2012, being the date on which its last interim management statement was published.  This interim management statement can be found at www.dunelm-mill.com.

11.           Annual General Meeting

The Annual General Meeting has been convened for 9.30 am on 16 November 2012, notice of which together with a white Form of Proxy to be used in connection with the Annual General Meeting, will be sent out with the Circular. A summary of each of the Resolutions to be proposed at the Annual General Meeting is set out in the Circular.

12.           Action to be taken

General Meeting

A yellow Form of Proxy for use at the General Meeting will be sent to Shareholders with the Circular. Whether or not Shareholders intend to be present at the General Meeting, they are requested to complete, sign and return the yellow Form of Proxy to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible but in any event so as to be received no later than 10.00 am on 14 November 2012.

Shareholders who hold their Ordinary Shares in CREST may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Equiniti so that it is received no later than 10.00 am on 14 November 2012.

The appointment of a proxy will not prevent a Shareholder from attending the General Meeting and voting in person if he wishes to do so.

Annual General Meeting

A white Form of Proxy for use at the Annual General Meeting will be sent to Shareholders with the Circular. Whether or not Shareholders intend to be present at the Annual General Meeting, they are requested to complete, sign and return the white Form of Proxy to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible but in any event so as to be received no later than 9.30 am on 14 November 2012.

Shareholders who hold their Ordinary Shares in CREST may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Equiniti so that it is received no later than 9.30 am on 14 November 2012.

The appointment of a proxy will not prevent a Shareholder from attending the Annual General Meeting and voting in person if he wishes to do so.

B/C Share Scheme

The Circular contains instructions on the completion of the Election Form sent to Shareholders with the Circular if their Ordinary Shares are in certificated form, or if their Ordinary Shares are in uncertificated form (that is in CREST), how to make their election through CREST. The Election Form must be received or the TTE Instruction must be sent through CREST as soon as possible but in any event so as to be received no later than 4.30 pm on Friday 16 November 2012.

13.           Recommendations

(i) Return of Capital

In the opinion of the Board, the Return of Capital and the Resolution to be proposed at the General Meeting are in the best interests of Shareholders as a whole.

Accordingly the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting as the Directors intend to do in respect of their own beneficial holdings amounting to 62,682,148 Ordinary Shares in aggregate, representing approximately 30.99 per cent. of the current voting share capital of Dunelm.

(ii) Annual General Meeting

In the opinion of the Board, each of the Resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and Shareholders as a whole, save that W L Adderley makes no recommendation with regard to the Waiver Resolution as, in accordance with the provisions of the Takeover Code, W L Adderley is considered to be interested in the outcome of the Waiver Resolution.

Accordingly, the Board, excluding W L Adderley for the purposes of the Waiver Resolution, recommends that Shareholders vote in favour of the Resolutions at the Annual General Meeting, as the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, which amount to 30.99 per cent. of the issued Ordinary Shares, save that W L Adderley will not vote in respect of his holdings of Ordinary Shares, which amount to 30.51 per cent. of the issued Ordinary Shares, on the Waiver Resolution, in which he is considered to be interested.

The Independent Directors, who have been so advised by UBS, consider the waiver of the obligation that could arise on W L Adderley to make an offer under Rule 9 of the Takeover Code in relation to the Authority to Make Market Purchases to be in the best interests of Independent Shareholders as a whole.  In providing its advice to the Independent Directors, UBS has taken account of the Independent Directors' commercial assessments.  Accordingly, the Independent Directors unanimously recommend that Independent Shareholders vote in favour of the Waiver Resolution to be proposed at the Annual General Meeting, as the Independent Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, which amount to approximately 0.48 per cent. of the issued Ordinary Shares.

14.           Shareholders' Elections

The Board makes no recommendation to Shareholders in relation to elections for the B/C Share Scheme itself.  Shareholders need to take their own decision in this regard and are recommended to consult their own independent professional adviser.

 

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

"Annual General Meeting"

the Annual General Meeting of the Company to be held at 9.30 am on 16 November 2012, notice of which is set out in Part 12 of the Circular

"Articles of Association"

the articles of association of the Company

"Authority to Make Market Purchases"

the authority for the Company to make market purchases of Ordinary Shares to be proposed to Shareholders in the terms of Resolution 15 set out in the notice of Annual General Meeting set out in Part 12 of the Circular

"B Share Dividend"

the dividend of 32.5 pence per B Share

"B Shares"

the B non-cumulative non-redeemable preference shares of 0.001 pence each in the capital of the Company, the rights and restrictions of which are set out in Part 5 of the Circular

"B/C Share Entitlement"

the entitlement of Shareholders to receive one B Share or one C Share for each Ordinary Share held at the Ordinary Share Record Date and, where the context requires, the aggregate entitlement of a Shareholder to receive B Shares and/or C Shares

"B/C Share Scheme"

the transaction comprising the return of 32.5 pence per Ordinary Share by way of the Share Alternatives

"Board" or "Directors"

the board of directors of the Company

"C Shares"

the C non-cumulative non-redeemable preference shares of 0.001 pence each in the capital of the Company, the rights and restrictions of which are set out in Part 6 of the Circular

"CA 2006"

the Companies Act 2006, as amended

"Capital Option"

the allotment of C Shares proposed to be acquired by UBS on the Effective Date

"certificated" or "in certificated form"

a share or other security not held in CREST

"Company" or "Dunelm"

Dunelm Group plc

"Concert Party"

W L Adderley, W Adderley, J Adderley, N Adderley, The Leicester Foundation, the Paddocks Trust and W A Capital Limited

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)

"CREST"

the system for the paperless settlement of trades in securities operated by Euroclear UK & Ireland Limited in accordance with the CREST Regulations

"Default Dividend"

the dividend of 32.5 pence per C Share to be declared on the Effective Date if such C Shares have not been purchased by UBS pursuant to the Purchase Offer and sent to holders of the C Shares on the Payment Date in the circumstances described in paragraph 3 of Part 3 of the Circular

"Deferred Shares"

the unlisted deferred shares of 0.001 pence each in the capital of the Company (the rights and restrictions of which are set out in Part 7 of the Circular) created on the automatic conversion of each B Share in respect of which the B Share Dividend is paid and each C Share in respect of which the Default Dividend is paid

"Disclosure and Transparency Rules"

the disclosure and transparency rules made by the FSA in exercise of its functions as competent authority pursuant to Part VI of FSMA

"Dunelm Group SAYE Scheme"

the Dunelm Group Savings Related Share Option Plan

"Effective Date"

the date to be determined by the Directors in their absolute discretion on which in the case of the Income Option the B Share Dividend is declared and in the case of the Capital Option the C Shares issued will be purchased by UBS under the Purchase Offer, or failing such purchase by UBS, the Default Dividend will be payable

"Election Form"

the form enclosed with the Circular by which Shareholders may choose one of the Share Alternatives

"Equiniti"

a trading name of Equiniti Limited, the registrars of the Company

"FSA"

the Financial Services Authority

"FSMA"

the Financial Services and Markets Act 2000

"General Meeting"

the general meeting of the Company to be held at 10:00 am on 16 November 2012 or as soon thereafter as the Annual General Meeting shall have concluded or been adjourned, notice of which is set out in Part 13 of the Circular

"Group"

the Company and its subsidiary undertakings

"Income Option"

the allotment of B Shares in respect of which the B Share Dividend will become payable

"Independent Directors"

the directors of the Company other than W L Adderley, who are deemed not to be interested in the Waiver Resolution

"Independent Shareholders"

Shareholders other than W L Adderley and members of the Concert Party

"Listing Rules"

the listing rules made by the FSA in exercise of its functions as competent authority pursuant to Part VI of FSMA

"London Stock Exchange"

London Stock Exchange pIc or its successor

"LTIP"

the Dunelm Group Long Term Incentive Plan

"Official List"

the official list maintained by the UK Listing Authority for the purposes of Part VI of FSMA

"Option Agreement"

the agreement dated 15 October 2012 between the Company and UBS requiring the Company to purchase and UBS to sell, in each case as an off-market purchase, the C Shares and Deferred Shares purchased by UBS (as principal and not as agent, trustee or nominee) under the Purchase Offer, details of which are set out in paragraph 7 of Part 10 of the Circular

"Ordinary Share Record Date"

the date for determining participation in the B/C Share Scheme, which is expected to be 6.00 pm on 16 November 2012 (or such other time and/or date as the Directors may determine)

"Ordinary Shares"

ordinary shares of 1 pence each in the capital of the Company

"Overseas Shareholders"

Shareholders resident in, or citizens of, jurisdictions outside the United Kingdom, including without limitation, US Holders

"Payment Date"

the date to be determined by the Directors in their absolute discretion (being in any event a date within 28 days of the Effective Date) on which funds are expected to be sent to Shareholders under the Income Option and/or the Capital Option

"Purchase Offer Deed"

the deed dated 15 October 2012 between UBS and the Company in respect of the Purchase Offer, details of which are set out in paragraph 7 of Part 10 of the Circular

"Purchase Offer"

the offer expected to be made by UBS, (acting as principal and not as agent, trustee or nominee) to purchase C Shares issued under the Capital Option the terms of which are set out in paragraph 7 of Part 10 of the Circular

"recognised investment exchange"

as defined in section 285 FSMA

"Resolution" or "Resolutions"

the resolution(s) set out in the notice of General Meeting or notice of Annual General Meeting (as appropriate)

"Restricted Territory"

any of the United States, Canada, Australia, New Zealand, Japan and the Republic of South Africa

"Return of Capital"

the transaction comprising the B/C Share Scheme

"Share Alternatives"

the Income Option and the Capital Option

"Share Option Schemes"

the LTIP, Group Share Option Plan and Dunelm Group SAYE Scheme

"Shareholder(s)"

(a) holder(s) of Ordinary Shares

"subsidiary undertaking"

shall, unless otherwise stated, be construed in accordance with the CA 2006 (but for these purposes ignoring paragraph 19(1)(b) of Part 1 of Schedule 6A to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008)

"Takeover Code"

the City Code on Takeovers and Mergers

"TTE Instruction"

Transfer to Escrow Instruction

"UBS"

UBS Limited

"UK Listing Authority" or "UKLA"

the FSA acting in its capacity as the competent authority for listing under Part VI of FSMA and in the exercise of its functions in respect of admission to the Official List

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland

"US Holder"

(i) a Shareholder with an address in the US on the Company's register of members;  (ii) any person resident in the US who holds Ordinary Shares including directly, or as or through, a nominee, trustee or custodian; and (iii) persons who appear at any time to the Directors to fall within paragraph (ii) of this definition

"US" or "United States"

the United States of America (including the states of the United States and the District of Colombia), its possession and territories and all areas subject to its jurisdiction

"US Securities Act"

United States Securities Act of 1933 (as amended)

"Waiver Resolution"

Resolution 16 in the form set out in the notice of Annual General Meeting set out in Part 12 of this document approving a waiver of the mandatory offer provisions set out in Rule 9 and Rule 37 of the Takeover Code

"white Form of Proxy"

the form enclosed with the Circular for use by Shareholders in connection with the Annual General Meeting

"yellow Form of Proxy"

the form enclosed with the Circular for use by Shareholders in connection with the General Meeting.

 

This announcement has been issued by, and is the sole responsibility of, Dunelm Group plc.

 

For further information, please contact:

 

Dunelm Group plc

0116 2644 356

Nick Wharton, Chief Executive


David Stead, Finance Director




MHP Communications

020 3128 8100

John Olsen


Simon Hockridge

Naomi Lane

 






Equiniti Shareholder helpline

0871 384 2825 (from inside the UK)


+44 121 415 0167 (from outside the UK)



Shareholder helpline available between the hours of 8.30 am and 5.30 pm Monday to Friday (except UK public holidays). Please note that calls to the helpline may be recorded or monitored.  Calls to 0871 384 2825 cost 8 pence per minute (excluding VAT) from a BT landline.  Different charges may apply to calls from mobile telephone.  Calls from outside the UK will be charged at applicable international rates.

Please note that for legal reasons the Shareholder helpline will only be able to provide information contained in this announcement, the Circular and the Election Form and will be unable to give advice on the merits of the B/C Share Scheme, the Share Alternatives or to provide financial, investment or taxation advice.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale, issuance or transfer of the securities referred to in any jurisdiction in contravention of applicable law.

No application will be made to the UK Listing Authority or to the London Stock Exchange for any of the B Shares, C Shares or Deferred Shares to be admitted to the Official List or to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares or the C Shares or the Deferred Shares be admitted to trading on any other recognised investment exchange.

None of the B Shares, the C Shares or the Deferred Shares have been or will be registered under the US Securities Act or the state securities laws of the United States and none of them may be offered or sold in the United States unless pursuant to a transaction which has been registered under the US Securities Act and/or relevant state securities laws or which is not subject to the registration requirements of the US Securities Act or such laws, either because of an exemption therefrom or otherwise.

None of the B Shares, the C Shares or the Deferred Shares or this announcement or the Circular has been approved, disapproved or otherwise recommended by any US federal or state securities commission or other regulatory authority or any non-US securities commission or regulatory authority nor have any such authorities confirmed the accuracy or determined the adequacy of this announcement or the Circular. Any representation to the contrary is a criminal offence in the United States.

This announcement includes forward-looking statements concerning the Group. Forward-looking statements are based on current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about the Group. The Group undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise save to the extent required in accordance with the Company's continuing obligations under the Listing Rules, the Disclosure and Transparency Rules, applicable laws and regulations.

UBS Limited is authorised and regulated in the United Kingdom for the conduct of investment business by the Financial Services Authority and acting as financial adviser to Dunelm in connection with the Waiver Resolution and for no one else and will not be responsible to anyone other than Dunelm (whether or not a recipient of this announcement or the Circular) for providing the protections afforded to clients of UBS Limited nor for providing advice in relation to the proposals described in this announcement or the Circular or any other matter referred to in this announcement or the Circular.  Persons other than Dunelm are recommended to seek their own financial and professional advice.

Apart from the responsibilities and liabilities, if any, which may be imposed on UBS Limited by the FSMA or the regulatory regime established thereunder, UBS Limited accepts no responsibility or liability whatsoever for the contents of this announcement or the Circular or for any other statement made or purported to be made in connection with the Company, the proposed Return of Capital or the Resolutions.  UBS Limited accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement, the Circular or any such statement.

 

 

 


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