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
10 March 2015
B/C SHARE SCHEME - RESULTS OF ELECTIONS, B SHARE DIVIDEND AND UPDATE ON B/C SHARE SCHEME
Following the approval by Shareholders of the B/C Share Scheme at the General Meeting of the Company held on 2 March 2015, the Company today provides an update in respect of the B/C Share Scheme.
Results of elections
As at the Election Deadline of 4.30 p.m. on 9 March 2015, Shareholders' elections or, as the case may be, deemed elections for the Share Alternatives in respect of the B/C Share Scheme were as follows:
Number of Ordinary Shares
Income Option 128,710,152
Capital Option 73,756,725
Shareholders who have not made a valid election, and all Overseas Shareholders with a registered address in a Restricted Territory, have been deemed to have elected for the Income Option in respect of all of their Ordinary Shares.
Based on Shareholders' elections or, as the case may be, deemed elections for the Share Alternatives set out above, 128,710,152 B Shares of 0.001 pence each and 73,756,725 C Shares of 0.001 pence each were allotted and issued at 8.00a.m. today, split between the Share Alternatives as follows:
Number of B Shares and C Shares
Income Option 128,710,152 B Shares
Capital Option 73,756,725 C Shares
TOTAL 202,477,877 shares comprising
B Shares and C Shares
No application has been, or will be, made for the B Shares or the C Shares or the resulting Deferred Shares to be admitted to listing on the Official List or admitted 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 listed or admitted to trading on any other recognised investment exchange.
No share certificates will be issued in respect of the B Shares or the C Shares or the Deferred Shares and no CREST accounts will be credited with such shares.
B Share Dividend - the Income Option
The B Share Dividend of 70 pence per B Share issued pursuant to the Income Option is today declared and the B Shares issued pursuant to the Income Option have today been automatically converted into Deferred Shares having negligible value and carrying extremely limited rights.
It is expected that Shareholders entitled to receive the B Share Dividend will be sent cheques or, if mandate instructions are held in respect of a Sterling bank account, that payments will be made by BACS to mandated accounts in respect of the B Share Dividend by 24 March 2015.
C Shares and the Capital Option
It is further expected that on 11 March 2015, UBS Limited, acting as principal (and not as agent, nominee, or trustee), will make the Purchase Offer in respect of C Shares issued pursuant to the
Capital Option by way of an announcement through a Regulatory Information Service.
Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning ascribed to them in the circular published by the Company on 12 February 2015 in relation to the B/C Share Scheme. The circular is available in the investor section of the Company's website at www.dunelm.com.
All references in this announcement to times are to London times unless otherwise stated.
It should be noted that no prospectus is required, in accordance with the prospective directive (Directive 2003/71/EC), to be published in connection with the issue of B and C Shares.
Dunelm Group plc 0116 2644 356
Will Adderley, Chief Executive
David Stead, Finance Director
MHP Communications 020 3128 8100
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any security, nor the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in any jurisdiction in contravention of applicable law.
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.
UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority and is acting as financial adviser to Dunelm in connection with the Return of Capital 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 or the proposed Return of Capital. 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.
This announcement has been issued by, and is the sole responsibility of, the Company.
Name of authorised Company official responsible for making this notification:
Dawn Durrant, Company Secretary