TIDMBOO
RNS Number : 9850M
boohoo group plc
15 May 2020
15 May 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, JERSEY, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN BOOHOO GROUP PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF BOOHOO GROUP
PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND
SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
boohoo group plc
("boohoo" or the "Group" or the "Company")
Confirmation of successful fundraising of GBP197.7m million at
340p per share
boohoo (AIM: BOO), a leading online fashion group, is pleased to
announce that, further to the announcement made on 14 May 2020
entitled "Proposed Accelerated Bookbuild to raise gross proceeds of
up to approximately GBP200 million ", the Bookbuild has closed and
the Group has raised gross proceeds of GBP197.7 million through the
successful private placing of 58,140,591 Placing Shares,
representing 5.0% of the company's issued share capital, at a price
of 340 pence per Placing Share.
Application has been made for the 58,140,591 Placing Shares to
be admitted to trading on AIM at 8.00 a.m. on 20 May 2020
("Admission"). Once Admission occurs, the Placing will have
successfully completed.
Zeus Capital and Jefferies acted as joint global coordinators
and joint bookrunners in connection with the Placing.
Total Voting Rights
Following Admission, the total number of Ordinary Shares and
voting rights in the Company will be 1,226,644,188 . The Company
does not hold any shares in treasury.
The above figure may be used by Shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the share capital of the Company under the FCA's Disclosure
Rules and Transparency Guidance and the articles of association of
the Company.
Unless expressly defined in this announcement, all capitalised
terms used in this announcement have the meanings stated in the
announcement made on 14 May 2020 entitled "Proposed Accelerated
Bookbuild to raise gross proceeds of up to approximately GBP200
million".
The Placing is a private placing involving a limited number of
institutional and other investors. Accordingly, no prospectus will
be issued by the Company within the meaning of the Companies
(Jersey) Law 1991 as amended, and the consent of the Jersey
Registrar of Companies will not be sought or obtained, in
connection with the Placing.
Enquiries:
boohoo group plc
Neil Catto, Chief Financial Officer Tel: +44 (0)161 233
Alistair Davies, Investor Relations 2050
Clara Melia, Investor Relations Tel: +44 (0)161 233
2050
Tel: +44 (0)20 3289
5520
Zeus Capital - Nominated adviser, joint
global coordinator and joint broker Tel: +44 (0)161 831
Nick Cowles/Andrew Jones (Corporate Finance) 1512
John Goold/Benjamin Robertson (Corporate Tel: +44 (0)20 3829
Broking) 5000
Jefferies - Joint global coordinator and
joint broker Tel: +44 (0)20 7029
Philip Noblet/Max Jones William Brown 8000
Luca Erpici/Oliver Berwin
Buchanan - Financial PR adviser boohoo @buchanan.uk.com
Richard Oldworth/ Kim Looringh-van Beeck/Toto Tel: +44 (0)20 7466
Berger 5000
About boohoo group plc
"Leading the fashion e-commerce market"
Founded in Manchester in 2006, boohoo is an inclusive and
innovative brand targeting young, value-orientated customers. For
14 years, boohoo has been pushing boundaries to bring its customers
up-to-date and inspirational fashion, 24/7. boohoo has grown
rapidly in the UK and internationally, expanding its offering with
range extensions into menswear, through boohooMAN.
In early 2017, the Group extended its customer offering through
the acquisitions of the vibrant fashion brand PrettyLittleThing,
and free-thinking brand Nasty Gal. In March 2019, the Group
acquired the MissPap brand and in August 2019, the Karen Millen and
Coast brands, all complementary to the Group's scalable multi-brand
platform. United by a shared customer value proposition, our brands
design, source, market and sell great quality clothes, shoes and
accessories at affordable prices. These investment propositions
have helped us grow from a single brand, into a major multi-brand
online retailer, leading the fashion e-commerce market for 16 to 40
year olds with a global presence. As at 29 February 2020, the Group
had just under 14 million active customers across all its brands
around the world.
Important information
This announcement is for information purposes only and does not
itself constitute an offer or invitation to underwrite, subscribe
for or otherwise acquire or dispose of any securities in the
Company and does not constitute investment advice.
Neither this announcement nor any copy of it may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States of America, its territories and
possessions, any state of the United States and the District of
Columbia (the "United States"), Australia, Canada, Japan, Jersey or
South Africa or to any persons in any of those jurisdictions or any
other jurisdiction where to do so would constitute a violation of
the relevant securities laws of such jurisdiction. Any failure to
comply with this restriction may constitute a violation of United
States, Australian, Canadian, Japanese, Jersey or South African
securities laws. The distribution of this announcement in other
jurisdictions may be restricted by law and persons into whose
possession this announcement comes should inform themselves about,
and observe any such restrictions.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Neither
this announcement nor any part of it nor the fact of its
distribution shall form the basis of or be relied on in connection
with or act as an inducement to enter into any contract or
commitment whatsoever.
In particular, the Placing Shares have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws or
with any securities regulatory authority of any state or other
jurisdiction of the United States, and accordingly the Placing
Shares may not be offered, sold, pledged or transferred, directly
or indirectly, in, into or within the United States except pursuant
to an exemption from the registration requirements of the
Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There is no intention to
register any portion of the Placing in the United States or to
conduct a public offering of securities in the United States or
elsewhere.
Zeus Capital is authorised and regulated in the United Kingdom
by the FCA and is acting as nominated adviser and joint bookrunner
to the Company in respect of the Placing. Jefferies is authorised
and regulated in the United Kingdom by the FCA and is acting as
joint bookrunner to the Company in respect of the Placing. Each of
Zeus Capital and Jefferies is acting for the Company and for no-one
else in connection with the Placing, and will not be treating any
other person as its client in relation thereto, and will not be
responsible for providing the regulatory protections afforded to
its customers nor for providing advice in connection with the
Placing or any other matters referred to herein and apart from the
responsibilities and liabilities (if any) imposed on Zeus Capital
or Jefferies, as the case may be, by FSMA, any liability therefor
is expressly disclaimed. Any other person in receipt of this
announcement should seek their own independent legal, investment
and tax advice as they see fit.
Forward-looking statements
This announcement contains statements about the Group that are
or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of boohoo or the Group.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), the
Group does not undertake any obligation to update publicly or
revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to the Group or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. All forward-looking statements contained in this
announcement are based on information available to the Directors of
boohoo at the date of this announcement, unless some other time is
specified in relation to them, and the posting or receipt of this
announcement shall not give rise to any implication that there has
been no change in the facts set forth herein since such date.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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