TIDMBOO
RNS Number : 7176V
Zeus Capital Ltd
04 December 2019
For Immediate Release 04 December 2019
THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR WITHIN AUSTRALIA, CANADA, JAPAN, JERSEY, THE REPUBLIC OF SOUTH
AFRICA, NEW ZEALAND OR THE UNITED STATES OR IN TO ANY OTHER
JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO
BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SHARES OR OTHER
SECURITIES OF BOOHOO GROUP PLC IN JERSEY OR ANY JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Proposed secondary placing of ordinary shares in boohoo group
plc
Zeus Capital Limited ("Zeus Capital") and Jefferies
International Limited ("Jefferies") (together, the "Joint Global
Co-Ordinators") announce that they have been advised by Mahmud
Kamani and Carol Kane (the "Selling Shareholders") that they intend
to sell up to 35,000,000 and 15,000,000 ordinary shares
respectively (the "Placing Shares") in boohoo group plc ("boohoo",
or the "Company") (AIM: BOO). Mahmud Kamani is the Group Co-Founder
and Group Executive Chairman of boohoo, and Carol Kane is the Group
Co-Founder and Executive Director of boohoo. The Placing Shares
will be sold via an accelerated bookbuild placing to institutional
investors (the "Placing").
Zeus Capital and Jefferies, each acting as joint global
co-ordinator and bookrunner, have entered into a block trade
agreement ("Block Trade Agreement") with the Selling Shareholders.
Boohoo is not a party to the Block Trade Agreement and will not
receive any proceeds from the Placing.
The Placing Shares represent up to c. 4.3 per cent. of the
issued share capital of boohoo.
Assuming that all of the Placing Shares are sold, the Selling
Shareholders would continue to have an interest (in aggregate) in
184,010,301 ordinary shares in the Company, representing
approximately 15.8 per cent. of the Company's issued share capital,
as per the table below:
Selling Shareholder Shares currently Max. Placing Min. Shares Min. holding
held Shares to be held after % after the
sold the Placing Placing
Mahmud Kamani 187,679,880 35,000,000 152,679,880 13.1%
----------------- -------------- ------------- -------------
Carol Kane 46,330,421 15,000,000 31,330,421 2.7%
----------------- -------------- ------------- -------------
Total 234,010,301 50,000,000 184,010,301 15.8%
----------------- -------------- ------------- -------------
The final number of Placing Shares to be placed and the price at
which the Placing Shares are to be placed will be agreed by Zeus
Capital, Jefferies and the Selling Shareholders at the close of the
bookbuild process, and the results of the Placing will be announced
as soon as practicable thereafter. The timing for the close of the
bookbuild process will be at the absolute discretion of the Joint
Global Co-ordinators.
Assuming the Placing Shares are in aggregate 50 million ordinary
shares, the Selling Shareholders have agreed that, following
completion of the Placing, they will not, without the Company's and
Joint Global Co-ordinators' prior written consent, dispose of
further ordinary shares in the Company for a period of 18 months
(subject to certain customary exceptions).
The books for the Placing will open with immediate effect.
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
Enquiries
Zeus Capital
Joint Global Co-Ordinator and Bookrunner
Nick Cowles/Andrew Jones (Corporate Tel: +44 (0)161 831 1512
Finance)
John Goold/Benjamin Robertson (Corporate Tel: +44 (0)20 3829 5000
Broking)
Jefferies
Joint Global Co-Ordinator and Bookrunner
Philip Noblet/Max Jones Tel: +44 (0)20 7029 8000
Luca Erpici/Lee Morton/Oliver Berwin Tel: +44 (0)20 7029 8415
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.
This announcement is not an offer of securities for sale into
the United States. The securities referred to herein have not been,
and will not be, registered under the U.S. Securities Act of 1933,
as amended, or applicable state securities laws, and may not be
offered or sold into the United States, except pursuant to an
applicable exemption from such registration requirements. No public
offering is being made in the United States.
The Placing is a private placing involving a limited number of
institutional and other investors. Accordingly, no prospectus will
be issued by the Selling Shareholders within the meaning of the
Companies (Jersey) Law 1991, as amended, and the consent of the
Jersey Registrar of Companies will not be sought or obtained, in
connection with the Placing.
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.
Zeus Capital and Jefferies are each authorised and regulated by
the FCA. Each of the Joint Global Co-ordinators is acting for the
Selling Shareholders only in connection with the Placing and no one
else, and will not be responsible to anyone other than the Selling
Shareholders for providing the protections offered to clients of
the Joint Global Co-ordinators nor for providing advice in relation
to the Placing Shares or the Placing, the contents of this
announcement or any transaction, arrangement or other matter
referred to in this announcement.
This announcement has been issued by the Joint Global
Co-ordinators on behalf of the Selling Shareholders and is the sole
responsibility of the Selling Shareholders apart from the
responsibilities and liabilities, if any, that may be imposed on
Zeus Capital or Jefferies by the Financial Services and Markets Act
2000. Neither Zeus Capital nor Jefferies accepts any responsibility
whatsoever and makes no representation or warranty, express or
implied, for the contents of this announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by the Selling Shareholders or on the
Selling Shareholders' behalf or on Zeus Capital's or Jefferies'
behalf, in connection with the Selling Shareholders or the Placing,
and nothing in this announcement is or shall be relied upon as a
promise or representation in this respect, whether as to the past
or the future. Each of Zeus Capital and Jefferies accordingly
disclaims to the fullest extent permitted by law all and any
responsibility and liability, whether arising in tort, contract or
otherwise, which it might otherwise have in respect of this
announcement and any such statement.
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
MSCCKQDQABDDKBK
(END) Dow Jones Newswires
December 04, 2019 11:46 ET (16:46 GMT)
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