Dunelm Group plc
5 March 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN DUNELM GROUP PLC ("DUNELM" OR "THE COMPANY")
Dunelm announces that it has been advised by Will Adderley, Executive Deputy Chairman of the Company, and his wife, Nadine Adderley, that they intend to sell approximately 5 million ordinary shares in the Company in aggregate via an accelerated bookbuild secondary placing (the "Placing"). This represents in aggregate approximately 2.5 per cent of the issued share capital of Dunelm.
The Company has been advised that this proposed sale is aimed at achieving greater portfolio diversification on the part of Will and Nadine Adderley.
Assuming that the above number of shares were sold, Will Adderley would continue to have an interest in 65.5 million shares in the Company, representing 32.4 per cent of the issued share capital. The Adderley family as a whole would retain a combined interest in 113.6 million shares in the Company, representing 56.2 per cent of the issued share capital.
Will Adderley remains fully committed to Dunelm in his role as Executive Deputy Chairman as well as a very substantial shareholder in the Company.
The Placing will be managed by UBS, acting as Bookrunner, and Oriel Securities, acting as Co-Lead Manager. The amount of the Placing proceeds, the number of ordinary shares in the Placing ("Placing Shares") and the placing price will be decided at the close of the accelerated bookbuilding period.
Under the terms of the placing agreement, Will and Nadine Adderley have agreed that, following completion of the Placing, they will not dispose of further shares in the Company for a period of at least six months.
The books for the Placing will open with immediate effect. Pricing and allocations are expected to be announced as soon as practicable following the closing of the books. The timing of closing of the books will be at the absolute discretion of UBS.
UBS +44 (0)20 7567 8000
Oriel Securities +44 (0)20 7710 7600
MHP Communications +44 (0) 20 3128 8100
Each of UBS Limited and Oriel Securities is acting on the Placing and will not be responsible to anyone other than its client for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement, or any transaction or arrangement referred to herein.
This announcement is for information purposes only and does not constitute or form part of an offer or invitation to acquire or dispose of any securities of Dunelm, or constitute a solicitation of any offer to purchase or subscribe for securities in any jurisdiction, including the United States, Canada, Australia or Japan. Dunelm's shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under the securities legislation of any state of the United States and may not be offered or sold in the United States absent registration or an exemption from registration.
Dunelm's shares may not, directly or indirectly, be offered or sold within the United States, Canada, Australia or Japan or offered or sold to a resident of Canada, Australia or Japan. No public offering of securities is being made in the United States.
This announcement is not for publication or distribution to persons in the United States of America, its territories or possessions or to any US person (within the meaning of Regulation S under the US Securities Act of 1933, as amended). Neither this announcement nor any copy of it may be taken or transmitted into Australia, Canada or Japan or to Canadian persons or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities law. The distribution of this announcement in certain other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
This announcement and any offer of securities to which it relates are only addressed to and directed at persons who are (1) qualified investors within the meaning of directive 2003/71/ec and any relevant implementing measures (the prospectus directive) and (2) who have professional experience in matters relating to investments who fall within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or are persons falling within article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order (all such persons together being referred to as "relevant persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.