TIDMBOO
RNS Number : 4825H
boohoo.com plc
08 June 2017
8 June 2017
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, 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.COM 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.COM 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.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS
ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS
SECTION INCLUDED IN THE APPIX.
Boohoo.com plc
("boohoo.com" or the "Company")
Confirmation of successful fundraising of GBP50 million and
successful placing of 36,570,632 existing shares each at 220p per
share
boohoo.com (AIM: BOO), a leading online fashion group, is
pleased to announce that, further to the announcement made on 7
June 2017 entitled "Proposed Accelerated Bookbuild to raise gross
proceeds of up to GBP50 million and proposed placing of existing
shares", the Bookbuild has closed and the Company has raised gross
proceeds of GBP50 million through the successful private placing of
22,727,273 New Placing Shares at a price of 220 pence per New
Placing Share, representing a discount of 0.3% to the closing
middle market price on 7 June 2017.
In conjunction with the Placing, Mahmud Kamani, Rabia Kamani,
and Nurez Kamani (together the "Selling Shareholders"), have
conditionally agreed to sell 36,570,632 Existing Ordinary Shares at
the Placing Price. The Selling Shareholders have also agreed to a
6-month lock-in and a subsequent 6-month orderly market period in
respect of their remaining Existing Ordinary Shares. As a result,
the Concert Party (as defined in the Notice of Annual General
Meeting 2017) holds in aggregate 442,798,281 Ordinary Shares,
representing 38.57% of the Enlarged Share Capital of the
Company.
Application has been made for the 22,727,273 New Placing Shares
to be admitted to trading on AIM at 8 a.m. on 12 June 2017
("Admission"). Once Admission occurs, the Placing will have
successfully completed.
Zeus Capital and Jefferies acted as joint bookrunners in
connection with the Placing.
Background to and reasons for the Placing and use of proceeds of
the Placing of New Placing Shares
As disclosed in the trading statement released yesterday, the
growth rates of the Group's brands are accelerating the need for
more warehouse capacity. Consequently, the Group announced
yesterday plans to construct a new automated super-site of
c.600,000 sq ft, which is intended to provide boohoo with over GBP2
billion of net sales capacity, in addition to the estimated GBP1
billion net sales being provided by the extended Burnley site. The
land acquisition of the new site, together with the construction,
is expected to cost c.GBP150 million over three years to FY20.
To enable the Group to be able to maintain a strong cash
position that will enable it to take advantage of investment
opportunities as they arise, approximately GBP50 million will be
raised through the Placing of New Ordinary Shares and the Group's
cash generation will fund the Group's capital expenditure
requirements.
Total Voting Rights
Following Admission, the total number of Ordinary Shares and
voting rights in the Company will be 1,147,977,462. 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.
The Notice of Annual General Meeting 2017 (the "Notice")
contains references to percentages of the total issued shares in
the capital of the Company as at the latest practicable date prior
to posting of the Notice, being 17 May 2017. Following Admission,
the percentages referred to in the Notice will no longer reflect
the current total number of issued shares in the capital of the
Company due to the increase in the Company's share capital as a
result of the Placing.
Director's Interest
Following the completion of the Placing, Mahmud Kamani's holding
will be as set out in the table below:
Number Percentage
of Ordinary Number Number of Enlarged
Shares of Sale of Ordinary Share Capital
currently Shares Shares immediately
held prior sold pursuant following following
to Placing to Placing Placing Placing
Mahmud Kamani 198,932,382 11,252,502 187,679,880 16.35
Related Party Transaction
Old Mutual Asset Management, a Substantial Shareholder in the
Company (as defined by the AIM Rules) has conditionally agreed to
subscribe for 6,200,000 Placing Shares pursuant to the Placing. The
participation of Old Mutual Asset Management in the Placing is a
related party transaction for the purposes of the AIM Rules.
Following Admission, Old Mutual will have a shareholding of
166,697,975 Ordinary Shares, representing 14.52 per cent. of the
Enlarged Share Capital.
The Directors, having consulted with the Company's Nominated
Adviser, Zeus Capital, consider the terms of Old Mutual Asset
Management's participation in the Placing to be fair and reasonable
insofar as Shareholders are concerned.
Unless expressly defined in this announcement, all capitalised
terms used in this announcement have the meanings stated in the
announcement made on 7 June 2017 entitled "Proposed Accelerated
Bookbuild to raise gross proceeds of up to GBP50 million and
proposed placing of existing shares".
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.com plc Tel: +44 (0)161 233 2050
Neil Catto, Chief Financial Tel: +44 (0)7748 171236
Officer
Clara Melia, Investor Relations
Zeus Capital - Nominated Tel: +44 (0)161 831 1512
adviser and joint broker Tel: +44 (0)20 3829 5000
Nick Cowles/Andrew Jones
(Corporate Finance)
John Goold/Benjamin Robertson
(Corporate Broking)
Jefferies Hoare Govett - Tel: +44 (0)20 7029 8000
Joint broker
Nick Adams/Max Jones
Buchanan - Financial PR adviser Tel: +44 (0)20 7466 5000
Richard Oldworth/Madeleine boohoo@buchanan.uk.com
Seacombe
The person responsible for arranging the release of this
announcement on behalf of the Company is Neil Catto, Chief
Financial Officer.
About boohoo.com plc
"boohoo is a leader in the fashion eCommerce market"
Founded in Manchester in 2006, the Group started life as
boohoo.com, an inclusive and innovative brand targeting young,
value-orientated customers. For over 10 years, boohoo.com has been
pushing boundaries to bring its customers up-to-date fashion, 24/7.
boohoo.com has grown rapidly in the UK and internationally,
including through the acquisitions of the fashion brands
PrettyLittleThing, and Nasty Gal, and expanding its offering with
range extensions into menswear and children's wear, through
boohooMAN and boohooKIDS.
Today, the Group sells to over 6 million customers in almost
every country in 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 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 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 New Placing Shares and the Sale 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 New Placing Shares and Sale 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.com.
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),
boohoo.com 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 boohoo.com 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.com 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 company news service from the London Stock Exchange
END
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