TIDMBOO
RNS Number : 7318V
Zeus Capital Ltd
05 December 2019
For Immediate Release 05 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.
Result of secondary placing of ordinary shares in boohoo group
plc
On 04 December 2019, Zeus Capital Limited ("Zeus Capital") and
Jefferies International Limited ("Jefferies") (together, the "Joint
Global Co-ordinators") announced that they had been advised by
Mahmud Kamani and Carol Kane (the "Selling Shareholders") that they
intended to sell up to 35,000,000 and 15,000,000 ordinary shares
respectively in boohoo group plc ("boohoo" or the "Company") (AIM:
BOO) via an accelerated bookbuild placing to institutional
investors. 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 Joint Global Co-ordinators announce that the Selling
Shareholders have, subject to completion, sold 50,000,000 ordinary
shares in the Company (the "Placing Shares"), representing
approximately 4.3 per cent. of the issued share capital of boohoo.
The Placing Shares were placed at a price of 285 pence per share
and were sold to institutional investors in a placing managed by
Zeus Capital and Jefferies (the "Placing"), acting as joint
bookrunners.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
Following the Placing, the Selling Shareholders hold 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 held Placing Holding after Holding
pre-Placing Shares sold Placing % after
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 Selling Shareholders have agreed that 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 to customary
exceptions).
Settlement of the Placing is expected to take place on 09
December 2019, subject to the satisfaction or waiver of certain
customary conditions.
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
ROILLFEAFELSIIA
(END) Dow Jones Newswires
December 05, 2019 02:00 ET (07:00 GMT)
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