BOO Boohoo Group Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY OF THOSE JURISDICTIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

18 November 2024

boohoo group plc

("Boohoo", the "Group" or the "Company")

Result of Retail Offer and Clawback Placing Information

Further to the Company's "Result of oversubscribed Placing & Subscription" and "Launch of Retail Offer" announcements released at  07:00 a.m. and 11.51 a.m. respectively on 14 November 2024 (the "Fundraising Announcements"), Boohoo Group plc (AIM:BOO), a leading online fashion group, is pleased to announce that the Retail Offer launched on 14 November 2024 has conditionally raised approximately £0.4 million.  The Retail Offer will, subject to the satisfaction of certain conditions, including Lender Consent and the Placing Agreement not having been terminated and becoming unconditional (the "Fundraising Conditions"), result in the issuance of 1,253,253 Retail Offer Shares at a price of 31 pence per share.

The Clawback Placing Shares and a portion of the Subscription Shares will be clawed back in the aggregate amount of 1,253,253 Ordinary Shares in order to satisfy the Retail Offer. Accordingly, the Company has conditionally raised total gross proceeds of approximately £39.3 million in aggregate by way of the Placing, Subscription and the Retail Offer.

Application will be made to London Stock Exchange plc for admission of the Retail Offer Shares to trading on AIM ("Admission"). Subject to the satisfaction of the Fundraising Conditions, it is expected that Admission will become effective and dealings in the Retail Offer Shares, the Placing Shares and the Subscription Shares will commence at 8:00 a.m. on 26 November 2024.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Fundraising Announcements unless the context provides otherwise.

 IMPORTANT NOTICES

The content of this announcement has been prepared by and is the sole responsibility of the Company.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Zeus Capital Limited ("Zeus") is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the transactions and arrangements described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the contents of this announcement, or the transactions, referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Zeus or its advisers (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of its or their affiliates or agents as to, or in relation to, the accuracy, adequacy, fairness or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of Zeus and/or any of its affiliates and/or by any of its representatives in connection with the Company, and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed by both the Company and Zeus. No representation or warranty, express or implied, is made by Zeus and/or any of its affiliates and/or any of its representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed by both by the Company and Zeus.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Each of the Company and Zeus expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.

The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than AIM.

The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable state securities laws of the United States, and may not be offered or sold directly or indirectly in or into the United States except in transactions exempt from the registration requirements of the US Securities Act and in compliance with applicable state securities laws. No public offering of the securities referred to in this announcement is being made in the United States.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.