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
11 March 2015
B/C SHARE SCHEME - PURCHASE OF C SHARES
Following the purchase by UBS Limited, acting as principal (and not as agent, nominee or trustee), from Shareholders of 73,756,725 C Shares pursuant to the Purchase Offer (as announced earlier today by the Company), such C Shares have today subsequently been purchased by the Company from UBS Limited pursuant to the Option Agreement.
The price paid by the Company to UBS Limited for this purchase was 70 pence per C Share. The Company has also reimbursed any stamp duty or stamp duty reserve tax paid by UBS Limited as a result of its purchase of the C Shares pursuant to the Purchase Offer. The total amount paid was therefore £ 51,887,856.04.The purchased C Shares will be cancelled by the Company.
UBS Limited has today also purchased, for an aggregate consideration of one penny, the Deferred Shares arising on the automatic reclassification of the 128,710,152 B Shares in respect of which the B Share Dividend is payable. Pursuant to the terms of the Option Agreement as described in the circular published by the Company on 12 February in relation to the B/C Share Scheme (the 'Circular'), the Company has today purchased these Deferred Shares from UBS Limited for an aggregate consideration of one penny. Those purchased Deferred Shares will be cancelled by the Company.
It is expected that Shareholders entitled to receive the proceeds of sale of their C Shares to UBS Limited 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 by 24 March 2015.
Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular.
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 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 of 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