TIDMBOO
RNS Number : 9674M
boohoo group plc
14 May 2020
14 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.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS
ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS
SECTION INCLUDED IN THE APPIX .
boohoo group plc
("boohoo" or the "Group" or the "Company")
Proposed Accelerated Bookbuild to raise gross proceeds of up to
approximately GBP200 million
Boohoo (AIM: BOO), a leading online fashion group, announces a
proposed placing of new Ordinary Shares ("New Placing Shares") with
existing and new institutional investors, to raise gross proceeds
of up to approximately GBP200m (the "Placing").
The Placing will be conducted through an accelerated bookbuild,
which will be launched immediately following release of this
announcement. Zeus Capital ("Zeus Capital") and Jefferies
International Limited ("Jefferies") are acting as joint global
coordinators and joint bookrunners in connection with the Placing
(together, the "Joint Bookrunners" or the "Banks", and each a "
Joint Bookrunner").
The Group intends to use the net proceeds of the Placing to take
advantage of numerous opportunities that are likely to emerge in
the global fashion industry over the coming months. The Group
continues to review a number of possible M&A opportunities and
will update shareholders as required.
As at 29 February 2020, the Group had audited net cash of
GBP240.7m. Since year end the Group has remained cash generative.
Following the Placing, the Group will have an even stronger balance
sheet to help accelerate its vision to lead the fashion e-commerce
market globally.
Boohoo has demonstrated that its platform is capable of
integrating high-quality fashion brands. The recent acquisitions of
the Karen Millen and Coast brands evidence its successful
transition of brands to a pure online proposition on its scalable
multi brand platform; plugging them into its test and repeat model,
and leveraging the Group's infrastructure and insight into the
fashion e-commerce market. Moreover, the Group's earlier
acquisitions of the NastyGal and MissPap brands demonstrate its
ability to develop and grow brands successfully. The Group sees
significant opportunity to replicate this success globally.
At the time of the Group's preliminary results announcement on
22 April 2020, the Group noted that since mid-March, trading had
been mixed, as a result of the impact of the COVID-19 pandemic,
initially with a marked decrease in the year-on-year growth rate.
Performance then improved during April, delivering improved
year-on-year growth of group sales. The Group is pleased to update
shareholders that trading into May remains robust. The Group does,
however, remain cautious regarding the outlook, as a result of the
uncertainty caused by the COVID-19 pandemic together with the
impact of lifting lock-down restrictions and the potential
influence on competitive behaviour for the remainder of the
year.
Given the uncertainty generated by the continually evolving
COVID-19 pandemic, it is not appropriate to provide guidance for
the financial year ending 28 February 2021 at this stage.
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.
Additional information on the Placing
1. Details of the Placing
Structure
The Directors have given careful consideration as to the
structure of the proposed fundraising and have concluded that the
Placing is the most suitable option available to the Company at
this time.
The Placing of the Placing Shares is expected to raise gross
proceeds of approximately GBP200 million for the Company.
Principal terms of the Placing
In accordance with the terms of the Placing Agreement, Zeus
Capital and Jefferies have been appointed, as agents for the
Company, to use their reasonable endeavours to procure
institutional and other investors to subscribe for the Placing
Shares in order to raise approximately GBP200 million.
The Placing is not being underwritten.
Under the terms of the Placing Agreement, the Company has agreed
to pay Zeus Capital and Jefferies a commission based on the
aggregate value of the Placing Price of the Placing Shares, which
shall be split between Zeus Capital and Jefferies in equal
proportions.
In relation to the Transaction, the Group has agreed to a
lock-up period of 120 days following the closing of the Placing,
subject to customary carve outs. The Company has also agreed to use
all reasonable endeavours to procure that all of its employees,
officers and directors observe the 120 day lock-up period (save for
dealings in shares in the Company by any such person of less than
100,000 shares).
Conditionality
The Placing is conditional, inter alia, upon the following:
-- Admission of the Placing Shares occurring by no later than
8.00 a.m. on 20 May 2020 (or such later times and/or dates as may
be agreed between the Company, Zeus Capital and Jefferies, being no
later than 8.00 am on 29 May 2020); and
-- the Placing Agreement becoming unconditional in all respects
(save for the condition relating to Admission) and not having been
terminated in accordance with its terms; and
-- Zeus Capital and Jefferies having received legally binding
commitments from Placees to subscribe for all of the Placing
Shares.
If the conditions set out above are not satisfied or, where
capable of waiver, waived, the Placing will lapse, the Placing
Shares will not be issued and all monies received from investors in
respect of the Placing Shares will be returned to them (at the
investors' risk and without interest) as soon as possible
thereafter.
Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission of the
Placing Shares is expected to take place, and dealings on AIM are
expected to commence, at 8.00 a.m. on 20 May 2020.
The Placing Shares will, following Admission, rank pari passu in
all respects with the Existing Ordinary Shares and will carry the
right to receive all dividends and distributions declared, made or
paid on or in respect of the Existing Ordinary Shares after
Admission.
2. Effect of the Placing
Upon completion of the Placing, the Placing Shares are expected
to represent approximately 5.0 per cent. of the Enlarged Share
Capital.
3. The Placing Agreement
Pursuant to the terms of the Placing Agreement, Zeus Capital and
Jefferies have agreed to use their reasonable endeavours, as agents
for the Company, to procure subscribers for the Placing Shares.
The Placing Agreement is conditional upon, among other things,
the conditions set out above and none of the warranties or
undertakings given to Zeus Capital and Jefferies prior to Admission
being or becoming untrue, inaccurate or misleading in any material
respect.
The Placing Agreement contains customary warranties given by the
Company in favour of Zeus Capital and Jefferies in relation to,
inter alia, the accuracy of the information in this announcement
and other matters relating to the Group and its business. In
addition, the Company has agreed to indemnify Zeus Capital (and
their affiliates) and Jefferies (and their affiliates) in relation
to certain liabilities which they may incur in respect of the
Placing.
Zeus Capital and Jefferies have the right to terminate the
Placing Agreement in certain circumstances prior to Admission. In
particular, in the event of a material breach of the warranties or
a material adverse change or if the Placing Agreement does not
become unconditional.
Risks and uncertainties
A description of the principal risks and uncertainties
associated with the Group's business and how they are being managed
is included in the Group's Annual Report and Accounts for the year
ended 28 February 2019 (on pages 20 to 24 ). The Board considers
that these principal risks and uncertainties are those applicable
to the Group at the current time.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing 14 May 2020
Announcement of closing of Placing 15 May 2020
Admission of the Placing Shares 20 May 2020
to trading on AIM
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 noone
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 the Company 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
the Company 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 US 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.
APPIX I
DEFINITIONS
In this announcement, capitalised terms shall (unless the
context requires otherwise) have the following meanings:
Admission admission of the Placing Shares
to trading on AIM and such admission
becoming effective in accordance
with the AIM Rules;
AIM the AIM market operated by the
London Stock Exchange;
AIM Rules the AIM Rules for Companies
and/or the AIM Rules for Nominated
Advisers (as the context may
require);
AIM Rules for Companies the rules of AIM as set out
in the publication entitled
'AIM Rules for Companies' published
by the London Stock Exchange
from time to time;
AIM Rules for Nominated Advisers the rules of AIM as set out
in the publication entitled
'AIM Rules for Nominated Advisers'
published by the London Stock
Exchange from time to time;
Articles the articles of association
of the Company, as in force
from time to time;
Associate an affiliate, agent, director,
officer or employee and any
person acting on their behalf;
Board or Directors the board of directors of the
Company for the time being;
Companies Law the Companies (Jersey) Law 1991,
as amended;
Company or boohoo boohoo group plc, a company
incorporated in Jersey with
registered number 114397 and
having its registered office
at 12 Castle Street, St Helier,
Jersey, JE2 3RT;
CREST the computerised settlement
system (as defined in the Regulations)
operated by Euroclear which
facilitates the transfer of
title to shares in uncertificated
form;
Enlarged Share Capital the issued share capital of
the Company immediately following
Admission;
EEA the European Economic Area;
EU the European Union;
Euroclear Euroclear UK & Ireland Limited,
the operator of CREST;
Existing Ordinary Shares the 1,168,503,597 Ordinary Shares
in issue as at the date of this
announcement;
FCA the Financial Conduct Authority;
FSMA the Financial Services and Markets
Act 2000, as amended;
Group the Company and its subsidiary
undertakings at the date of
this announcement;
Jefferies Jefferies Hoare Govett, a division
of Jefferies International Limited,
a company incorporated in England
and Wales with number 01978621,
of Vintners Place, 68 Upper
Thames Street, London, EC4V
3BJ;
Joint Bookrunners Zeus Capital and Jefferies;
MAR the Market Abuse Regulation,
being EU Regulation 596/2014;
MiFID the Markets in Financial instruments
Directive of the European Parliament
and of the Council 2004/39/EC;
London Stock Exchange London Stock Exchange plc;
Ordinary Shares ordinary shares of 1p each in
the capital of the Company;
Placees the persons who have agreed
to subscribe for and/or acquire
(as applicable) the Placing
Shares;
Placing the conditional private placing
of the Placing Shares with the
Placees pursuant to the Placing
Agreement;
Placing Agreement the conditional agreement dated
14 May 2020 between the Company,
Zeus Capital and Jefferies relating
to the Placing;
Placing Price means the price per Placing
Share proposed by the Joint
Bookrunners;
Placing Shares a number of Ordinary Shares
which would amount to approximately
5.0 per cent of the existing
Ordinary Shares to be subscribed
for by Placees and which are
to be placed by Zeus Capital
and Jefferies on behalf of the
Company pursuant to the Placing
Agreement;
Prospectus Regulation means the Prospectus Regulation
of the European Parliament and
of the Council 2017/1129;
Prospectus Rules the Prospectus Rules published
by the FCA;
Registrar Capita Asset Services;
Regulations the Companies (Uncertificated
Securities) (Jersey) Order 1999,
as amended from time to time;
Regulatory Information Service has the meaning given to it
in the AIM Rules;
Relevant Member State means each EEA state which has
implemented the Prospectus Regulation;
Restricted Jurisdiction means the United States, Canada,
Japan, Jersey, Australia, South
Africa and any jurisdiction
where the relevant action would
constitute a violation of the
relevant laws and/or regulations
of such jurisdiction or would
result in a requirement to comply
with any governmental or other
consent or any registration,
filing or other formality which
the Company regards as unduly
onerous or would result in significant
risk or civil, regulatory or
criminal exposure if information
concerning the Placing is sent
or made available in that jurisdiction;
Shareholders holders of Existing Ordinary
Shares;
UK or United Kingdom the United Kingdom of England,
Scotland, Wales and Northern
Ireland;
uncertificated or in recorded on the relevant register
uncertificated form or other record of the share
or other security concerned
as being held in uncertificated
form in CREST, and title to
which, by virtue of the Regulations,
may be transferred by means
of CREST;
US or United States the United States of America,
its territories and possessions,
any state of the United States
and the District of Columbia;
Zeus Capital Zeus Capital Limited, a company
incorporated in England and
Wales with number 4417845 of
82 King Street, Manchester,
M2 4WQ; and
GBP or sterling pounds sterling, the legal currency
of the United Kingdom.
APPIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER THE
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
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 HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE,
NOR IS IT INTED THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS
DEFINED IN SECTION 86(7) OF FSMA, AS AMED ("QUALIFIED PLACEES"),
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF
REGULATION 2017/1129/EC, TO THE EXTENT IMPLEMENTED BY THE RELEVANT
MEMBER STATE AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE ("PROSPECTUS DIRECTIVE") AND (B) IN THE
UNITED KINGDOM, QUALIFIED PLACEES WHO ARE PERSONS WHO: (I) FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) FALL WITHIN
ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THESE TERMS AND
CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THESE TERMS AND CONDITIONS RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company or the Joint Bookrunners
or any of their respective Associates that would permit an offer of
the Placing Shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Jersey,
Japan or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction or elsewhere.
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 Law,
and the consent of the Jersey Registrar of Companies will not be
sought or obtained, in connection with the Placing.
All offers of the Placing Shares will be made pursuant to an
exemption from the requirement to produce a prospectus. In the
United Kingdom, this announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) (the "FSMA") does not
apply.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance, the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this announcement should seek appropriate advice before
taking any action.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important information" section of this announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") will be
deemed to have read and understood this announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things) to the
Company and to each of the Joint Bookrunners that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 if the Placee acquires the Placing Shares on behalf of, or
with a view to their offer or re-sale to, any other person:
I. the invitation to the Placee to acquire the Placing Shares
will not cause there to be made an invitation to the public to
become a member of the Company or to acquire or apply for any of
its securities within the meaning of the Companies Law; and
II. the Placee will not make an invitation to the public to
become a member of the Company or to acquire or apply for any of
its securities within the meaning of the Companies Law within 6
months after the Placing Shares were allotted;
3 in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Regulation (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
I. it is a Qualified Investor within the meaning of Article 2(e)
of the Prospectus Regulation; and
II. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the relevant Joint Bookrunner has been given to
the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
4 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
announcement;
5 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6 it (and any account referred to in paragraph 3 above) is, and
at the time the Placing Shares were offered to it and are acquired
by it will be, either (a) located outside of the United States and
eligible to participate in an "offshore transaction" as defined in,
and in accordance with, Regulation S under the Securities Act, or
(b) located within the United States and is acquiring Placing
Shares in a transaction that is exempt from the registration
requirements under the Securities Act and applicable state
securities laws for its own account (or for the account of a
"qualified institutional buyer" (as defined in Rule 144A under the
Securities Act) ("QIB") as to which it has sole investment
discretion) and (i) is a QIB and (ii) has had delivered to it by
the Joint Bookrunners, a US investor representation letter in which
it has been deemed to make and has made the representations,
warranties, agreements, undertakings and acknowledgements set forth
therein to the Joint Bookrunners and the Company related to the
offer and sale of the Placing Shares to it.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA or the Jersey Registrar of
Companies in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the
information contained in this announcement and any information
publicly announced through a Regulatory Information Service (as
defined in the AIM Rules for Companies (the "AIM Rules")) by or on
behalf of the Company on or prior to the date of this announcement
(the "Publicly Available Information") and subject to any further
terms set forth in the contract note to be sent to individual
Placees.
Each Placee, by participating in the Placing, agrees that the
content of this announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of
either of the Joint Bookrunners, boohoo or any other person and
neither of the Joint Bookrunners, boohoo or any other person acting
on such person's behalf nor any of their respective Associates has
or shall have any liability for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of boohoo in accepting a participation
in the Placing. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have today entered into a placing
agreement (the "Placing Agreement") with the Company under which,
on the terms and subject to the conditions set out in the Placing
Agreement, the Joint Bookrunners, as agents for and on behalf of
the Company, have agreed to use their reasonable endeavours to
procure Placees for the Placing Shares at the Placing Price.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares
in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Placing
Shares.
As part of the Placing, the Company has agreed that, save in
respect of share incentive arrangements to be granted to the
Group's directors and employees, it will not for a period of 120
days from the date of this announcement, offer, issue, sell,
contract to sell, issue options in respect of or otherwise dispose
of any securities of the Company (or any interest therein or in
respect thereof) or any other securities exchangeable for, or
convertible into, or substantially similar to, Ordinary Shares or
enter into any transaction having substantially the same effect or
agree to do any of the foregoing other than with the prior written
consent of the Joint Bookrunners.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. It is expected
that Admission will take place no later than 20 May 2020 and that
dealings in the Placing Shares on AIM will commence at the same
time.
Principal terms of the Placing
Zeus Capital is authorised and regulated in the United Kingdom
by the Financial Conduct Authority ("FCA") and 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. The Joint Bookrunners are acting
exclusively for the Company and no one else in connection with the
matters referred to in this announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to their customers or for providing advice in
relation to the matters described in this announcement.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by a Joint Bookrunner to
participate. Each Joint Bookrunner and each of their respective
affiliates are entitled to participate in the Placing as
principal.
The price per Placing Share (the "Placing Price") will be
proposed by the Joint Bookrunners and is payable to the relevant
Joint Bookrunner by each Placee.
Each Placee's allocation is determined by the Joint Bookrunners
in their discretion following consultation with the Company and has
been or will be confirmed orally by one of the Joint Bookrunners
and a contract note will be dispatched as soon as possible
thereafter by that Joint Bookrunner. That oral confirmation will
give rise to an irrevocable, legally binding commitment by that
person (who at that point becomes a Placee), in favour of that
Joint Bookrunner and the Company, under which it agrees to acquire
the number of Placing Shares allocated to the Placee at the Placing
Price and otherwise on the terms and subject to the conditions set
out in this Appendix and in accordance with the Company's articles
of association. Except with the relevant Joint Bookrunner's
consent, such commitment will not be capable of variation or
revocation at the time at which it is submitted.
Each Placee's allocation and commitment will be evidenced by a
contract note issued to such Placee by the relevant Joint
Bookrunner. The terms of this Appendix will be deemed incorporated
in that contract note.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner (as agent
for the Company), to pay to that Joint Bookrunner (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot and issue to
that Placee.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
All obligations of the Joint Bookrunners under the Placing will
be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Joint Bookrunners, (b) any of each Joint
Bookrunner's Associates, (c) to the extent not contained within (a)
or (b), any person connected with a Joint Bookrunner as defined in
the Financial Services and Markets Act 2000 ("FSMA") ((b) and (c)
being together "affiliates" and individually an "affiliate" of the
relevant Joint Bookrunner), (d) any person acting on a Joint
Bookrunner's behalf, shall have any liability (including to the
extent permissible by law, any fiduciary duties) to Placees or to
any other person whether acting on behalf of a Placee or otherwise.
In particular, no Joint Bookrunner nor any of their respective
Associates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of their
conduct of the Placing or of such alternative method of effecting
the Placing as the Joint Bookrunners and the Company may agree.
0
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note or electronic confirmation by the
relevant Joint Bookrunner, as soon as it is able which will confirm
the number of Placing Shares allocated to them, the Placing Price
and the aggregate amount owed by them to that Joint Bookrunner.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the relevant Joint Bookrunner in accordance with either
the standing CREST or certificated settlement instructions which
they have in place with that Joint Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
JE00BG6L7297) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 20 May 2020 unless otherwise notified by
the relevant Joint Bookrunner and Admission is expected to occur no
later than 8.00 a.m. on 20 May 2020 unless otherwise notified by
the relevant Joint Bookrunner. Settlement will be on a delivery
versus payment basis. However, in the event of any difficulties or
delays in the admission of the Placing Shares to CREST or the use
of CREST in relation to the Placing, the Company and the Joint
Bookrunners may agree that the Placing Shares should be issued in
certificated form. The Joint Bookrunners reserve the right to
require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by the relevant Joint Bookrunner.
Each Placee is deemed to agree that if it does not comply with
these obligations, the relevant Joint Bookrunner may sell any or
all of their Placing Shares on their behalf and retain from the
proceeds, for that Joint Bookrunner's own account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the amount owed by it and for any stamp duty or
stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of their Placing Shares on their
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note is copied and delivered immediately to
the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing
Agreement are, and the Placing is, conditional upon, inter
alia:
A. the warranties on the part of the Company contained in the
Placing Agreement being true and accurate in all material respects
and not misleading on and as of the date of the Placing Agreement
and on Admission, as though they had been given and made on such
dates by reference to the facts and circumstances then
subsisting;
B. the performance by the Company of its obligations under the
Placing Agreement in so far as they fail to be performed prior to
Admission;
C. no matter having arisen before Admission which might
reasonably be expected to give rise to an indemnity claim under the
Placing Agreement;
D. in the opinion of either of the Joint Bookrunners, there
shall have been no material adverse change since the date of the
Placing Agreement (whether or not foreseeable at the date of the
Placing Agreement) before Admission; and
E. Admission becoming effective by not later than 8.00 a.m. on
20 May 2020 (or such later time and/or date as the Company and the
Joint Bookrunners may agree, being no later than 8.00 a.m. on 29
May 2020),
(all conditions to the obligations of the Joint Bookrunners
included in the Placing Agreement being together, the
"conditions").
If any of the conditions are not fulfilled or, where permitted,
waived in accordance with the Placing Agreement within the stated
time periods (or such later time and/or date as the Company and the
Joint Bookrunners may agree, provided that the time for
satisfaction of the condition set out in E above shall not be
extended beyond 8.00 a.m. on 29 May 2020), or the Placing Agreement
is terminated in accordance with its terms, the Placing will lapse
and the Placee's rights and obligations shall cease and terminate
at such time and each Placee agrees that no claim can be made by or
on behalf of the Placee (or any person on whose behalf the Placee
is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by the
Joint Bookrunners, in their absolute discretion by notice in
writing to the Company and the Joint Bookrunners may also agree in
writing with the Company to extend the time for satisfaction of any
condition. Any such extension or waiver will not affect Placees'
commitments as set out in this announcement.
The Joint Bookrunners may terminate the Placing Agreement in
certain circumstances, details of which are set out below.
Neither the Joint Bookrunners, the Company nor any of their
respective Associates shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision any of them may make as to whether or
not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision any of them
may make as to the satisfaction of any condition or in respect of
the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of the Joint Bookrunners.
Termination of the Placing
Either of the Joint Bookrunners may terminate the Placing
Agreement, in accordance with its terms, at any time prior to
Admission if, inter alia:
1 it comes to the knowledge of either of the Joint Bookrunners
that any of the warranties were untrue or inaccurate in any respect
or misleading in any case that is material in the context of
Admission or the Placing; or
2 it comes to the notice of either of the Joint Bookrunners that
any statement contained in this announcement, or any other document
or announcement issued or published by or on behalf of the Company
in connection with the Placing, is or has become untrue or
incorrect in any material respect or misleading; or
3 in either Joint Bookrunner's opinion, any matter or
circumstance has arisen which would give rise to an indemnity claim
under the Placing Agreement; or
4 a force majeure event has occurred, or any material adverse
change has occurred in the financial position, prospects or
business of the Company and its subsidiary undertakings (taken as
whole) which, in the opinion of the Joint Bookrunners, would
materially prejudice the success of the Placing or the distribution
of the Placing Shares; or
5 in the opinion of the Joint Bookrunners, a material adverse
change has occurred. If the Placing Agreement is terminated in
accordance with its terms, the rights and obligations of each
Placee in respect of the Placing as described in this announcement
shall cease and terminate at such time and no claim can be made by
any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the
Company and the Joint Bookrunners that the exercise by the Company
or either of the Joint Bookrunners of any right of termination or
any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or the Joint
Bookrunners and that neither the Company nor any Joint Bookrunner
need make any reference to such Placee and that neither the Joint
Bookrunners, the Company, nor any of their respective Associates
shall have any liability to such Placee (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by the relevant Joint Bookrunner of a contract note
confirming each Placee's allocation and commitment in the
Placing.
Representations and warranties
By agreeing to acquire Placing Shares, each Placee and, to the
extent applicable, any person confirming his agreement to acquire
Placing Shares on behalf of a Placee or authorising a Joint
Bookrunner to notify a Placee's name to the Registrar, is deemed to
acknowledge, agree, undertake, represent and warrant to the Joint
Bookrunners and the Company that:
A. it has read and understood this announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
announcement and the Publicly Available Information;
B. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (a) is required to be approved by the
FCA pursuant to sections 85 and/or 86 of FSMA and/or by the Jersey
Registrar of Companies under the Companies Law and/or the Companies
(General Provisions) (Jersey) Order 2002 and (b) has been or will
be prepared in connection with the Placing;
C. its participation in the Placing shall be made solely on the
terms and subject to the conditions set out in these terms and
conditions and the Articles. Such Placee agrees that these terms
and conditions and the contract note issued by the relevant Joint
Bookrunner to such Placee represent the whole and only agreement
between the Placee, the relevant Joint Bookrunner (as agent of the
Company) and the Company in relation to the Placee's participation
in the Placing and supersedes any previous agreement between any of
such parties in relation to such participation. Accordingly, all
other terms, conditions, representations, warranties and other
statements which would otherwise be implied (by law or otherwise)
shall not form part of these terms and conditions. The Placee
agrees that none of the Company, the Joint Bookrunners, nor any of
their respective officers or directors will have any liability for
any such other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any
such other information or representation;
D. neither the Joint Bookrunners, any person acting on behalf of
a Joint Bookrunner or any of their Associates has or shall have any
liability for any Publicly Available Information, or any
representation relating to the Company or the Group, provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
E. the only information on which it is entitled to rely on and
on which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Group, the Placing Shares and the
terms of the Placing based on Publicly Available Information; (b)
neither Joint Bookrunner, the Company nor any of their respective
Associates has made any representation or warranty to it, express
or implied, with respect to the Company, the Group, the Placing or
the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information; (c) it has conducted its own
investigation of the Company, the Group, the Placing and the
Placing Shares, satisfied itself that the information is still
current and relied on that investigation for the purposes of its
decision to participate in the Placing; and (d) has not relied on
any investigation that the Joint Bookrunners or any person acting
on behalf of a Joint Bookrunner may have conducted with respect to
the Company, the Group, the Placing or the Placing Shares;
F. the content of this announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither Joint Bookrunner nor
any persons acting on behalf of a Joint Bookrunner is responsible
for or has or shall have any liability for any information,
representation, warranty or statement relating to the Company or
the Group contained in this announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
G. neither of the Joint Bookrunners nor any of their Associates
nor any person acting on their behalf is responsible for or shall
have any liability for any information previously published by or
on behalf of the Company or any member of the Group and will not be
liable for any decision by a Placee to participate in the Placing
based on any information previously published by or on behalf of
the Company or any member of the Group;
H. the Placee acknowledges that the Placing Shares will be
admitted to AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of the London Stock Exchange and the FCA
(collectively, the "Exchange Information"), which includes a
description of the nature of Group's business and the Company's
most recent balance sheet and profit and loss account and that the
Placee is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such
information or comparable information concerning any other publicly
traded company without undue difficulty;
I. the Placee has not relied on the Joint Bookrunners nor any of
their Associates in connection with any investigation of the
accuracy of any information previously published by or on behalf of
the Company or any member of the Group or their decision to
subscribe;
J. the Joint Bookrunners are not making any recommendations to
Placees or advising any of them regarding the suitability or merits
of any transaction they may enter into in connection with the
Placing, and each Placee acknowledges that participation in the
Placing is on the basis that it is not and will not be a client of
either of the Joint Bookrunners and that the Joint Bookrunners are
acting for the Company and no one else, and they will not be
responsible to anyone else for the protections afforded to their
respective clients, and that the Joint Bookrunners will not be
responsible to anyone other than the Company for providing advice
in relation to the Placing or any transaction, arrangements or
other matters referred to herein. The Joint Bookrunners will not be
responsible for anyone other than the relevant party to the Placing
Agreement in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of the Joint Bookrunners' rights
and obligations thereunder, including any right to waive or vary
any condition or exercise any termination right contained
therein;
K. save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA), neither the Joint Bookrunners
nor any of their directors or employees shall be liable to a Placee
for any matter arising out of the role of either of the Joint
Bookrunners as the Company's nominated adviser, joint broker or
otherwise (as applicable), and that where any such liability
nevertheless arises as a matter of law each Placee will immediately
waive any claim against the Joint Bookrunners and any of their
respective directors and employees which a Placee may have in
respect thereof;
L. it and/or each person on whose behalf it is participating:
I. is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
II. has fully observed such laws and regulations;
III. has capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and
will honour such obligations; and
IV. has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
M. if the laws of any place outside the United Kingdom are
applicable to the Placee's agreement to acquire Placing Shares
under the Placing, such Placee has complied with all applicable
laws and such Placee will not infringe any applicable law as a
result of such Placee's agreement to acquire Placing Shares under
the Placing and/or acceptance thereof or any actions arising from
such Placee's agreement to acquire Placing Shares under the Placing
and/or acceptance thereof or under the Articles;
N. all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Placee to exercise its rights and
perform and comply with its obligations to acquire the Placing
Shares under the Placing; and (ii) to ensure that those obligations
are legally binding and enforceable, have been taken, fulfilled and
done. The Placee's exercise of its rights and/or performance under,
or compliance with its obligations under the Placing, does not and
will not violate: (a) its constitutive documents; or (b) any
agreement to which the Placee is a party or which is binding on the
Placee or its assets;
O. the Placee agrees to accept the Placing Shares subject to,
and to comply with, the Articles;
P. the Placee has the funds available to pay for the Placing
Shares for which it has agreed to subscribe or purchase and
acknowledges and agrees that it will make payment to the relevant
Joint Bookrunner for the Placing Shares allocated to it in
accordance with the terms and conditions of this announcement on
the due times and dates set out in this announcement, failing which
the relevant Placing Shares may be placed with others on such terms
as the Joint Bookrunners may, in their absolute discretion,
determine without liability to the Placee and it will remain liable
for any shortfall below the net proceeds of such sale and the
placing proceeds of such Placing Shares and may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
Q. in the case of a Relevant Person who acquires any Placing
Shares pursuant to the Placing acquired by it as a financial
intermediary, as that term is used in Ar ti cle 5(1) of the
Prospectus Regulation:
(I) the Placing Shares acquired by it in the Placing will not be
and have not been acquired on behalf of, nor will they be or have
they been acquired with a view to their offer or resale to, persons
other than Relevant Persons or in circumstances in which the prior
consent of the Joint Bookrunners has been given to the offer or
resale; or
(II) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom or any member state of the EEA other
than Relevant Persons, the offer of those Placing Shares to it is
not treated under the Prospectus Regulation as having been made to
such persons;
R. it is ac ti ng as principal only in respect of the Placing
or, if it is ac ti ng for any other person (i) it is duly
authorised to do so, (ii) it is and will remain liable to the
Company and/or the Joint Bookrunners for the performance of all of
its obliga ti ons as a Placee in respect of the Placing (regardless
of the fact that it is ac ti ng for another person), (iii) it is
both an "authorised person" for the purposes of FSMA and a
"qualified investor" as defined at Ar ti cle 2(e) of the Prospectus
Regulation ac ti ng as agent for such person, and (iv) such person
is either (1) a FSMA qualified investor or (2) a "client" (as
defined in sec ti on 86(2) of FSMA) of yours that has engaged you
to act as his agent on terms which enable you to make decisions
concerning the Placing or any other offers of transferable securi
ti es on his behalf without reference to him;
S. if the Placee acquires the Placing Shares on behalf of, or
with a view to their offer or re-sale to, any other person:
I. the invitation to the Placee to acquire the Placing Shares
will not cause there to be made an invitation to the public to
become a member of the Company or to acquire or apply for any of
its securities within the meaning of the Companies Law; and
II. the Placee will not make an invitation to the public to
become a member of the Company or to acquire or apply for any of
its securities within the meaning of the Companies Law within 6
months after the Placing Shares were allotted;
T. to the fullest extent permitted by law, the Placee
acknowledges and agrees to the disclaimers contained in this
announcement and acknowledges and agrees to comply with the selling
restrictions set out in this announcement;
U. the Placing Shares have not been and will not be registered
under the securities legislation of, or with any securities
regulatory authority of, any other Restricted Jurisdiction;
V. if it is acquiring the Placing Shares for the account of one
or more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein
on behalf of each such account;
W. the Company , and any registrar or other agent of the Company
, will not be required to accept the registration of transfer of
any Placing Shares acquired by the Placee, except upon presentation
of evidence satisfactory to the Company that the foregoing
restrictions on transfer have been complied with;
X. the Placee invests in or purchases securities similar to the
Placing Shares in the normal course of its business and it has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the
Placing Shares;
Y. the Placee has conducted its own investigation with respect
to the Company and the Placing Shares, and the Placee has concluded
that an investment in the Placing Shares is suitable for it or,
where the Placee is not acting as principal, for any beneficial
owner of the Placing Shares, based upon each such person's
investment objectives and financial requirements;
Z. the Placee or, where the Placee is not acting as principal,
any beneficial owner of the Placing Shares, is able to bear the
economic risk of an investment in the Placing Shares for an
indefinite period and the loss of its entire investment in the
Placing Shares;
AA. the Placee is not a resident of a Restricted Jurisdiction
and acknowledges that the Placing Shares have not been and will not
be registered nor will a prospectus be prepared in respect of the
Placing Shares under the securities legislation of any Restricted
Jurisdiction and, subject to certain exceptions, Placing Shares may
not be issued in those Restricted Jurisdictions;
BB. the Placee is liable for any capital duty, stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the United Kingdom
by it or any other person on the acquisition by it of any Placing
Shares or the agreement by it to acquire any Placing Shares;
CC. in the case of a person who confirms to the relevant Joint
Bookrunner on behalf of a Placee an offer to acquire Placing Shares
under the Placing and/or who authorises the relevant Joint
Bookrunner to notify such Placee's name to the Registrar, that
person represents and warrants that he has authority to do so on
behalf of the Placee;
DD. the Placee has complied with its obligations under the
Criminal Justice Act 1993 and Articles 8, 9, 10 and 12 of MAR and
in connection with money laundering and terrorist financing under
the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the
Money Laundering Regulations 2007 and any other applicable law
concerning the prevention of money laundering and, if it is making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Money Laundering Regulations 2007
and, in each case, agrees that pending satisfaction of such
obligations, definitive certificates (or allocation under the CREST
system) in respect of the Placing Shares comprising the Placee's
allocation may be retained at the relevant Joint Bookrunner's
discretion;
EE. the Placee agrees that, due to anti--money laundering and
the countering of terrorist financing requirements, the Joint
Bookrunners and/or the Company may require proof of identity of the
Placee and related parties and verification of the source of the
payment before the application can be processed and that, in the
event of delay or failure by the Placee to produce any information
required for verification purposes, the Joint Bookrunners and/or
the Company may refuse to accept the application and the moneys
relating thereto. It holds harmless and will indemnify the Joint
Bookrunners and/or the Company against any liability, loss or cost
ensuing due to the failure to process this application, if such
information as has been required has not been provided by it or has
not been provided on a timely basis;
FF. the Placee acknowledges that its commitment to acquire
Placing Shares on the terms set out in this announcement and in the
contract note will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company 's or the
Joint Bookrunners' conduct of the Placing;
GG. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
HH. the Placee acknowledges that any money held in an account
with the Joint Bookrunners on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA.
The Placee further acknowledges that the money will not be subject
to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules
and will be used by the relevant Joint Bookrunner in the course of
its own business; and the Placee will rank only as a general
creditor of the relevant Joint Bookrunner;
II. the Placee is not, and is not applying as nominee or agent
for, a person which is, or may be, mentioned in any of sections 67,
70, 93 and 96 of the Finance Act 1986 (depository receipts and
clearance services);
JJ. the Placee has complied with and will comply with all
applicable provisions of FSMA and MAR with respect to anything done
by the Placee in relation to the Placing in, from or otherwise
involving the UK;
KK. if the Placee is in the UK, the Placee is a person: (i) who
has professional experience in matters relating to investments
falling within article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order"); or (ii) a high net worth entity falling within article
49(2) (a) to (d) of the Order, and in all cases is capable of being
categorised as a Professional Client or Eligible Counterparty for
the purposes of the FCA Conduct of Business Rules;
LL. if the Placee is in the EEA, the person is a "Professional
Client/Eligible Counterparty" within the meaning of Annex
II/Article 24 (2) of MiFID and is not participating in the Placing
on behalf of persons in the EEA other than professional clients or
persons in the UK and other Member States (where equivalent
legislation exists) for whom the Placee has authority to make
decisions on a wholly discretionary basis;
MM. each Placee in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby
will be deemed to have represented, warranted and agreed with each
of the Joint Bookrunners and the Company that: (i) it is a
qualified investor within the meaning of the law in that relevant
member state implementing Article 2(e) of the Prospectus
Regulation; and (ii) in the case of any Placing Shares acquired by
it as a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation: (A) the Placing Shares acquired
by it in the Placing have not been acquired on behalf of, nor have
they been acquired with a view to their placing or resale to,
persons in any relevant member state other than qualified
investors, as that term is defined in the Prospectus Regulation,
and the prior consent of the Joint Bookrunners has been given to
the placing or resale; or where Placing Shares have been acquired
by it on behalf of persons in any relevant member state other than
qualified Placees, the Placing of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such
persons;
NN. in the case of a person who confirms to a Joint Bookrunner
on behalf of a Placee an offer to acquire Placing Shares under the
Placing and who is acting on behalf of a third party, that the
terms on which the Placee (or any person acting on its behalf) are
engaged enable it to make investment decisions in relation to
securities on that third party's behalf without reference to that
third party;
OO. it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
PP. no Joint Bookrunner nor their Associates has or shall have
any liability for any information, representation or statement
contained in this announcement or for any information previously
published by or on behalf of the Company or any other written or
oral information made available to or publicly available or filed
information or any representation, warranty or undertaking relating
to the Company , and will not be liable for its decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
announcement or elsewhere, provided that nothing in this paragraph
shall exclude any liability of any person for fraud;
QQ. neither the Joint Bookrunners, their respective Associates,
the Company nor its Associates is making any recommendations to it,
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing nor providing advice in
relation to the Placing nor in respect of any representations,
warranties, acknowledgements, agreements, undertakings, or
indemnities contained in the Placing Agreement nor the exercise or
performance of the Joint Bookrunners' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
RR. acknowledges and accepts that the Joint Bookrunners may, in
accordance with applicable legal and regulatory provisions, engage
in transactions in relation to the Placing Shares and/or related
instruments for their own account and, except as required by
applicable law or regulation, the Joint Bookrunners will not make
any public disclosure in relation to such transactions;
SS. the exercise by the Joint Bookrunners of any rights or
discretions under the Placing Agreement shall be within their
absolute discretion and the Joint Bookrunners need not have any
reference to any Placee and shall have no liability to any Placee
whatsoever in connection with any decision to exercise or not to
exercise or to waive any such right and each Placee agrees that it
shall have no rights against the Joint Bookrunners or any of their
directors or employees under the Placing Agreement;
TT. the Placee has only communicated or caused to be
communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) relating to the Placing
Shares (as applicable) in circumstances in which section 21(1) of
FSMA does not require approval of the communication by an
authorised person;
UU. the Placee has complied and it will comply with all
applicable laws with respect to anything done by it or on its
behalf in relation to the Placing Shares (including all relevant
provisions of FSMA and MAR in respect of anything done in, from or
otherwise involving the United Kingdom);
VV. it irrevocably appoints any director of the Joint
Bookrunners as its agent for the purposes of executing and
delivering to the Company and/or the Registrar any documents on its
behalf necessary to enable it to be registered as the holder of any
of the Placing Shares agreed to be taken up by it under the Placing
and otherwise to do all acts, matters and things as may be
necessary for, or incidental to, its acquisition of any Placing
Shares in the event of its failure so to do;
WW. it will indemnify and hold the Company , the Joint
Bookrunners and their respective Associates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix will survive after completion of the
Placing;
XX. the Joint Bookrunners may, in accordance with applicable
legal and regulatory provisions, engage in transactions in relation
to the Placing Shares and/or related instruments for their own
account and, except as required by applicable law or regulation,
the Joint Bookrunners will not make any public disclosure in
relation to such transactions;
YY. the Joint Bookrunners and each of their respective
affiliates, each acting as a Placee for its or their own
account(s), may bid or subscribe for and/or purchase Placing Shares
and, in that capacity, may retain, purchase, placing to sell or
otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this announcement to the Placing Shares
being issued, subscribed, acquired or otherwise dealt with should
be read as including any issue, subscription, acquisition or
dealing by the Joint Bookrunners and/or any of their respective
affiliates, acting as a Placee for its or their own account(s). No
Joint Bookrunner nor the Company intend to disclose the extent of
any such investment or transaction otherwise than in accordance
with any legal or regulatory obligation to do so;
ZZ. time is of the essence as regards its obligations under this Appendix;
AAA. any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any
address provided by it to the relevant Joint Bookrunner;
BBB. the Placing Shares will be issued subject to the terms and conditions of this Appendix; and
CCC. these terms and conditions in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire shares pursuant to the Placing will be governed by and
construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Joint
Bookrunners in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of each of the foregoing agreements, representations,
warranties and undertakings. The agreement to allot and issue
Placing Shares to Placees (or the persons for whom Placees are
contracting as agent) free of stamp duty and stamp duty reserve tax
in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct
by the Company . Such agreement assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement related to any other dealings in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty
or stamp duty reserve tax and neither the Company nor the Joint
Bookrunners shall be responsible for such stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own
advice and they should notify the relevant Joint Bookrunner
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue, transfer or delivery of Placing
Shares has given rise to such non--United Kingdom stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and each Joint
Bookrunner in the event that either the Company and/or any Joint
Bookrunner has incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Joint
Bookrunners for itself and on behalf of the Company and are
irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that neither of the Joint Bookrunners owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
If either Joint Bookrunner or the Company or any of their
respective agents request any information about a Placee's
agreement to acquire Placing Shares, such Placee must promptly
disclose it to them and ensure that such information is complete
and accurate in all respects.
The rights and remedies of the Joint Bookrunners and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them, and
the exercise or partial exercise of one will not prevent the
exercise of others.
On application, each Placee may be asked to disclose, in writing
or orally to the Joint Bookrunners:
-- if he is an individual, his nationality; or
-- if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
All documents will be sent at the Placee's risk. They may be
sent by post to such Placee at an address notified to the relevant
Joint Bookrunner.
Each Placee agrees to be bound by the Articles (as amended from
time to time) once the Placing Shares which such Placee has agreed
to acquire have been acquired by such Placee.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Bookrunners, provided that such waiver, variation or
modification is not materially prejudicial to the interests of the
Company.
The contract to acquire Placing Shares and the appointments and
authorities mentioned herein will be governed by, and construed in
accordance with, the laws of England and Wales. For the exclusive
benefit of the Joint Bookrunners and the Company , each Placee
irrevocably submits to the exclusive jurisdiction of the English
courts in respect of these matters. This does not prevent an action
being taken against a Placee in any other jurisdiction.
In the case of a joint agreement to acquire Placing Shares,
references to a "Placee" in these terms and conditions are to each
of such Placees and such joint Placees' liability is joint and
several.
The Joint Bookrunners and the Company each expressly reserve the
right to modify the Placing (including, without limitation, its
timetable and settlement) at any time before allocations of Placing
Shares under the Placing are settled.
The Placing is subject to the satisfaction of the relevant
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
No statement in this announcement is intended to be a profit
forecast, and no statement in this announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company .
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company 's website nor any website
accessible by hyperlinks on the Company 's website is incorporated
in, or forms part of, this announcement.
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
IOEBSGDUUUBDGGS
(END) Dow Jones Newswires
May 14, 2020 11:35 ET (15:35 GMT)
Grafico Azioni Boohoo (LSE:BOO)
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Grafico Azioni Boohoo (LSE:BOO)
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