Source - RNS
RNS Number : 5011O
Ted Baker PLC
01 June 2020
 

1 June 2020

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND POSSESSIONS, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF THE NEW SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE CAPITAL RAISING. NEITHER THIS COMMUNICATION NOR ANY PART OF IT 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. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF THE NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL BE AVAILABLE LATER TODAY ON THE WEBSITE OF TED BAKER PLC AT WWW.TEDBAKERPLC.COM.

 

 

Ted Baker Plc ("Ted Baker" the "Company" or the "Group")

 

Proposed Firm Placing and Placing and Open Offer to raise approximately £95 million at an Offer Price of 75 pence per share and Strategic Transformation Plan to Recapitalise the Company and Return Ted Baker to Profitable Growth

 

Ted Baker today announces its intention to raise approximately £95 million in gross proceeds (approximately £90 million in net proceeds) by way of a fully underwritten Placing and Open Offer and Firm Placing of the newly-issued ordinary shares of the Company (the "New Shares"). Up to a further approximately £10 million in gross proceeds (up to approximately £9.6 million in net proceeds) may also be raised by way of an Offer for Subscription which is not underwritten (the "Offer for Subscription", together with the Placing and Open Offer and Firm Placing, the "Capital Raising"). The New Shares will be issued at an Offer Price of 75 pence per share. Ted Baker also announces that it has agreed an amendment to its existing lending facilities, increasing the amount available under its revolving credit facility.

 

The Capital Raising forms part of a holistic financing package and broader strategic transformation plan, 'Ted's  Formula for Growth', to navigate the challenges of the global Coronavirus pandemic and return the Company to profitable growth.

 

The Placing and Firm Placing are being conducted by way of an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this announcement (the "Announcement") and is subject to the terms and conditions set out in the appendix to this Announcement (which forms part of this Announcement) (the "Appendix").

 

Goldman Sachs International and Liberum Capital Limited ("Liberum") are each acting as Joint Bookrunner, Joint Underwriter and Joint Global Coordinator (together the "Joint Bookrunners"). Liberum is also acting as Sponsor.

 

 

Ted's Formula for Growth

 

The Group has developed 'Ted's Formula for Growth' strategy to improve efficiencies across the wider  Group and address the key drivers of underperformance. 'Ted's Formula for Growth' strategy is the culmination of six-months' rigorous analysis, assessment work and the bringing together of insights from across the executive team, industry trends and external experts. At its core, 'Ted's Formula for Growth' is made up of three parts: reenergising product and brand, prioritisation of digital and capital light growth and significant cost reduction. Combined, these three elements will deliver a sustainably more profitable, higher free cash flow generating and higher return on capital-employed business.

 

This transformational strategy will see the business pivot towards a customer-centric, digital and territory approach and away from the previously adopted channels-based approach.

 

Building Block 1: Stabilise the Company's Foundations

 

The Company's initial focus has been on putting stable foundations in place to alleviate the impact of poor trading performance and to manage cash flow requirements and increasing the Company's flexibility to deliver its 'Ted's Formula for Growth' strategy. This has involved a number of steps:

 

  • Refresh and strengthen the Group's leadership; The Company has appointed a new Chair, CEO, CFO, Chief Creative Director and a new CEO of North America, and created the roles of Chief Customer Officer and Chief People Officer. The Board now has three independent non-executive directors.
  • Recapitalisation of the business; A restructuring of debt, the sale and leaseback of the Group's head office to reduce debt as well as the proposed Capital Raising will delever the balance sheet and increase financial flexibility over the medium term.
  • Management has undertaken a full operational and efficiency review; The Group has taken action to reduce head office costs, both in the UK and North America, which has allowed it to simplify the organisation and reset the business for greater collaboration and cost savings. After Financial Year 2020, the Group announced that this reorganisation will achieve £5 million of cost savings for the current financial year, with £2.7 million exceptional cash costs to achieve these savings which will result in £7 million of annualised savings.
  • R ethink the Group's vision and commercial strategy; The creation of an organisational structure that pivots the focus away from channel centricity, towards a customer-centric, digital and global approach with the potential to deliver faster and more profitable growth at greater return on capital employed. The Group's brand vision has been reset so that the brand strength and relevance becomes a key enabler of its future success.
  • Respond effectively to the coronavirus pandemic; The Group has taken swift action to protect the business, its customers and its colleagues. The Group has responded dynamically to the challenges presented by the coronavirus pandemic, including taking a series of steps to reduce costs and protect cashflow and ensure the wellbeing of its teams. The focus is on stock on hand and minimum orders to fulfil sales demand with new products released where appropriate to support retail sales. As the Group re-opens its stores in line with government guidance, it is taking strong precautions to ensure the safety of its customers and employees.

 

Building Block 2: Growth Drivers

 

The Company will invest in product, creative content and new eCommerce and digital platforms to operate a 'digital first' retail strategy and drive future profitable growth. This strategy is based on five primary growth drivers: 

  • Attract more customers ; deliver a deeper and broader relationship with new and existing customers, leading to higher share of wallet and lifetime value.
  • Be 'no ordinary brand' ; reenergise the brand and creative direction for all consumer touch points, strengthening the 'no ordinary', unconventional and aspirational position through innovation and consistency to increase awareness and purchase consideration.
  • Expand product and its relevance ; make clothing more relevant to all day / week occasions; drive accessories, footwear and large licence partner categories.
  • Be forward thinking ; retaining relevance for business model, industry trends, internal R&D function and capability.
  • Profitably be where the customer is ; reach customers in prioritised territories through the appropriate distribution and service models, in a profitable way.

 

Building Block 3: Operational Excellence

 

Going forward, the Company will operate under the core philosophy of 'Simpler, Smarter, Together'. By getting the basics right and operating more efficiently and collaboratively the Group sees significant scope to improve profitability and cash generation. Initiatives in this building block are focused on creating a digital and data led operating model, creating a high-performance business culture, and creating a commercial and agile business, enabled by a more effective organisation. The Group has established a 'Ted's Formula for Growth' office, with proven operational expertise to help support the delivery of these initiatives and to achieve the potential benefits.

 

There are significant opportunities across the business to lower costs, improve efficiency and tighten controls, including:

 

· Scope for significant improvement in gross margin through a series of structural bought-in margin improvements

· Continued focus on working capital efficiency.

· Reduce operating expenditure.

· Improve retail store profitability.

· Upgrade and enhance IT systems.

 

Financial Implications

 

The Directors believe the successful implementation of 'Ted's Formula for Growth' should result in a more profitable business, operating on a lower level of capital employed.

 

Improved product margin, lower operating expenses and prioritisation of capital expenditure-light distribution should all contribute to driving greater return on capital employed and ultimately greater shareholder value. At the end of this initial three-year journey the Directors are targeting the following financial metrics:

 

· Limit capital expenditure to £15 million annually;

· Medium-term revenue growth of approximately 5 per cent;

· Adjusted EBITDA margin of 7 per cent. to 10 per cent. by the 2023 financial year;

· Free cash flow generation, after capex, of at least £30 million by the 2023 financial year; and

· Net debt to Adjusted EBITDA of 1.0x or less by the end of the 2023 financial year.

 

These targets are not intended as a profit forecast and no statement in this announcement should be interpreted to mean that earnings per Share for the current or future financial years would necessarily match or exceed the historical published earnings per Share.

 

Capital Raising and Financing Measures Highlights

 

· Intention to raise gross proceeds of approximately £ 95 million through a Placing and Open Offer and Firm Placing and up to a further £10 million through an Offer for Subscription, at an Offer Price of 75 pence per New Share:

· £ 75.9 million to be raised through the Firm Placing;

· £19.1 million to be raised through the Placing and Open Offer; and

· Up to a further £10 million to be raised through the Offer for Subscription.

 

 

·   In addition, on 20 March 2020, No Ordinary Designer Label Limited, a wholly-owned subsidiary of the Company, entered into a share purchase agreement to dispose of the Company's headquarters, The Ugly Brown Building,  for a gross aggregate cash consideration of £78.75 million (the "Disposal"). The net proceeds of at least £72.0 million will be used to reduce its indebtedness to the Lenders. Completion is expected to occur by 30 June 2020, and is conditional on Shareholders voting in favour of the Disposal.

 

· Furthermore, the Company entered into an amendment and restatement agreement with the lenders to increase Facility B for an additional £11.5 million with total available bank credit facilities of £205m following the amendments. The amendments to the Facility Agreement are conditional on the Resolutions for the Disposal and the Capital Raising being passed at the General Meeting. Total available bank credit facilities will reduce to a maximum of £133 million following application of the net proceeds of the sale of The Ugly Brown Building.

 

· The Board currently intends to use the net proceeds of the Disposal to reduce its indebtedness to the Lenders, and the net proceeds of the Placing and Open Offer and the Firm Placing for general corporate purposes in support  of the 'Ted's Formula for Growth' strategy, resulting in:

· A £72 million reduction of its indebtedness to the Lenders under Facility A (offset in part by £25 million made available under Facility B for a net reduction of £47 million in available lending facilities);

· £6 million for an upgraded e-Commerce platform;

· an initial £31 million for trading and working capital requirements (with an additional £25  million  available under Facility B for specified working capital purposes);

· £24 million for refinancing and restructuring the business, including professional fees; and

· £29 million for other capital expenditure projects.

 

·   101,188,632 New Shares will be issued through the Firm Placing at the Offer Price to raise gross proceeds of approximately £75.9 million and 25,478,035 New Shares will be issued through the Placing and Open Offer at the Offer Price to raise gross proceeds of approximately £19.1 million.

 

· The Offer Price represents a discount of 51.1% to the Closing Price of 153 pence per Ordinary Share on 29 May 2020 (being the last Business Day prior to the publication of this announcement).

 

· The Placing and Open Offer and Firm Placing is fully underwritten by the Joint Bookrunners and is conditional upon, among other things, the approval of the Shareholders at a general meeting of the Company which will take place at 11:00 a.m. on 18 June 2020.

 

· The Directors intend to subscribe for an aggregate of 233,331 New Shares through the Firm Placing. In addition, John Barton, the incoming non-executive Chairman, intends to subscribe for 133,333 New Shares through the Firm Placing

 

· The Company will shortly be publishing a Prospectus and Circular in connection with the Capital Raising and Disposal and will be convening a General Meeting to approve certain matters necessary to implement the Capital Raising and Disposal.

 

· An irrevocable undertaking to vote in favour of the Capital Raising and the Disposal has been received from Ray Kelvin, who held in aggregate 15,540,280 existing shares of the Company (the "Existing Shares"), representing 34.85 per cent. of the Company's existing issued ordinary share capital as at 29 May 2020.

 

· Toscafund Asset Management LLP and Schroders Investment Management, have both given a letter of intent confirming that they intend to vote, in aggregate, 8,553,524 Existing Shares representing 19.18 per cent. of the Company's existing issued share capital, in favour of the Disposal and the Capital Raising at the General Meeting.

 

Bookbuild
 

The Placing and Firm Placing are being conducted by way of the Bookbuild on the Company's behalf by the Joint Bookrunners. The Bookbuild will open with immediate effect following this announcement. The Placing and Open Offer Shares and Firm Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Shares.

 

The Bookbuild is expected to close no later than noon on 1 June 2020, subject to acceleration. Timing of the closing of the Bookbuild and allocations are at the discretion of the Joint Bookrunners and the Company. Details of the results of the Placing and Firm Placing will be announced as soon as practicable after the close of the Bookbuild.

 

If a Placee is entitled to participate in the Open Offer by virtue of being a Qualifying Shareholder it will be able to apply to subscribe for Open Offer Shares under the terms and conditions of the Open Offer. Unless otherwise agreed with the Joint Bookrunners, any participation by a Placee as a Qualifying Shareholder in the Open Offer will not reduce such Placee's commitment in respect of its placing participation.

 

Your attention is drawn to the detailed terms and conditions of the Placing and Firm Placing as described in Appendix II to this announcement (which forms part of this announcement).

 

Capitalised terms used but not otherwise defined in the text of this announcement are defined in Appendix I of this announcement.

 

Rachel Osborne, Chief Executive Officer, commented:

 

"Today we are excited to launch 'Ted's Formula for Growth', a comprehensive strategy for the Ted Baker brand which is supported by a significant recapitalisation of the business, that strengthens our position and enables us to both execute that transformation, and navigate through the disruption caused by COVID-19.

 

The Ted Baker brand is much loved, it has a unique personality and character built up over many decades, and that provides us with a remarkably strong foundation from which to continue our international growth.  Over the past 6 months our new executive team have pulled together and undertaken a thorough review of the business, identified key opportunities and acted decisively in a number of areas.  I would like to thank each and every one of our team at Ted Baker for their extraordinary commitment over the past few months and I look forward to working with them to deliver this transformation and the exciting opportunities ahead.

 

 I am confident that our transformation plan will enable us, Ted Baker, to capitalise on our opportunities and deliver value for all of our shareholders."

 

Expected Timetable of Principal Events

 

 

2020

Record Date for entitlements under the Open Offer…

close of business on 28 May

Announcement of the Capital Raising.....................................................

7.00 a.m. on 1 June

Publication of the Prospectus, Application Form, Offer for Subscription Application Form and Proxy Forms........................................................

1 June

Ex entitlement date for the Open Offer...................................................

1 June

Announcement of the results of the Firm Placing through a Regulatory Information Service................................................................................

1 June

Offer for Subscription opens.................................................................

2 June

Open Offer Entitlements and Excess Open Offer Entitlements enabled in CREST and credited to stock accounts of Qualifying CREST Shareholders in CREST..............................................................................................

2 June

Recommended latest time for requesting withdrawal of

Open Offer Entitlements and Excess Open Offer Entitlements from CREST ............................................................................................................

4.30 p.m. on 11 June

Latest time and date for depositing Open Offer Entitlements and Excess Open Offer Entitlements into CREST......................................................

3.00 p.m. on 12 June

Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)................................................................................

3.00 p.m. on 15 June

Latest time and date for receipt of Forms of Proxy or electronic proxy appointments........................................................................................

11.00 a.m. on 16 June

Record date for attending and voting at the General Meeting...................

 16 June

Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate).................................................................

11.00 a.m. on 17 June

Latest time and date for receipt of completed Offer for Subscription Application Forms and payment in full under the Offer for Subscription 

11.00 a.m. on 17 June

Announcement of the results of the Placing and Open Offer and Offer for Subscription through a Regulatory Information Service............................

18 June

General Meeting ...................................................................................

11.00 a.m. on 18 June

Results of General Meeting announced through a Regulatory Information Service.................................................................................................

18 June

Admission and commencement of dealings in the New Shares............

By 8.00 a.m. on 19 June

CREST Members' accounts credited in respect of New Shares in uncertificated form................................................................................

From 8.00 a.m. on 19 June

Expected date of completion of the Disposal........................................

By 30 June

Expected despatch of definitive share certificates for New Shares in certificated form....................................................................................

Within 14 days of Admission

 

 

This announcement should be read in conjunction with the full year results materials.

 

 

This announcement contains inside information for the purposes of article 7 of EU Regulation 596/2014. The person who arranged the release of this announcement on behalf of Ted Baker was Peter Hearsey-Zoubie, Company Secretary.

 

 

For further enquiries please contact:

 

Ted Baker Plc

[email protected]

Rachel Osborne, Chief Executive Officer

 

David Wolffe, Chief Financial Officer

 

Liberum (Sponsor, Joint Global Coordinator, Joint Bookrunner and Joint Underwriter)

Tel: +44 (0) 20 3100 2000

Richard Crawley, Jamie Richards, Jonathan Wilkes-Green, Louis Davies

 

Goldman Sachs International (Joint Global Coordinator, Joint Bookrunner and Joint Underwriter)

Tel: +44 (0) 20 7774 1000

Jimmy Bastock, Chris Emmerson, Benjamin Holt, Adam Laikin

 

Blackdown Partners (Independent Adviser to the Board of Ted Baker Plc)

Peter Tracey, Tom Fyson

 

Tulchan Communications

Tel: +44 (0) 20 3807 8484

Michelle Clarke, Jonathan Sibun, Will Palfreyman

Tel: +44 (0) 20 7353 4200

 

IMPORTANT NOTICE:

 

This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a prospectus but an advertisement and investors should not acquire any Shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by the Company in connection with the Capital Raising. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

Copies of the Prospectus when published will be available on the Company's website at www.tedbakerplc.com provided that the Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States or any other Excluded Territory. 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. The Prospectus provides further details of the New Shares being offered pursuant to the Capital Raising.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for Shares in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for the  New Shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

This announcement is not an offer of securities for sale in the United States. The New Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, into or within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Shares in the United States.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus (once published) and the Application Forms and Offer for Subscription Application Forms (once printed) should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This announcement contains forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could", "is confident", or other words of similar meaning. Undue reliance should not be placed on any such statements because they speak only as at the date of this announcement and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Company's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements.

 

There are a number of factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are: the impact of the coronavirus pandemic, increased competition, the loss of or damage to one or more key customer relationships, changes to customer purchasing patterns, delays or restrictions in the supply of products, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the key timing and success of future acquisition opportunities or major investment projects.

None of the Company, Goldman Sachs International or Liberum are under any obligation to update or revise publicly any forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Regulation Rules and the Market Abuse Regulation).

 

Notice to all investors

This is a financial promotion and is not intended to be investment advice. Before subscribing for any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The value of Ordinary Shares is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment you may get back less than you originally invested. The price and value of securities can go down as well as up, and investors may get back less than they invested or nothing at all. Potential investors should consult an independent financial advisor as to the suitability of the securities referred to in this advertisement for the person concerned. Any investment should be long term in nature. Further details including relevant details of all charges and minimum subscription amounts will be set out in the prospectus, when published.

The contents of this communication, which have been prepared by and are the sole responsibility of the Company, have been approved by Liberum, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000. Goldman Sachs International is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority. Liberum is authorised and regulated by the FCA. Each of the Joint Bookrunners is acting exclusively for the Company and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Capital Raising or any transaction or arrangement referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Joint Bookrunners, nor any of their respective affiliates, directors, officers, employees or advisers, accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to, the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, by the Company, the Directors or any other person, in connection with the Company or the New Shares or the Capital Raising or Disposal and nothing contained in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of the Joint Bookrunners and their respective affiliates, directors, officers, employees or advisers each accordingly disclaims all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or any such statement. No representation or warranty express or implied, is made by any of the Joint Bookrunners or any of their respective affiliates, directors, officers, employees or advisers as to the accuracy, completeness or sufficiency of the information set out in this announcement.

No person has been authorised to give any information or to make any representations other than those contained in this announcement, the Prospectus, the Application Forms and the Offer for Subscription Application Forms, and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Goldman Sachs International or Liberum. Subject to the Listing Rules, the Prospectus Rules and the Transparency Rules of the Financial Conduct Authority and the Disclosure Requirements (as such term is defined in the Listing Rules), the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.

Goldman Sachs International and Liberum and their respective affiliates, directors, officers, employees or advisers, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions and subject to the Sponsor and Underwriting Agreement, engage in transactions in relation to the New Shares or related instruments for their own account in connection with the Capital Raising or otherwise. Accordingly, references in the Prospectus to the New Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Goldman Sachs International, Liberum and any of their respective affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, Goldman Sachs International and Liberum do not propose to make any public disclosure in relation to such transactions.  

Information to Distributors

Solely for the purposes of the product governance requirements contained within (a)  EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II Product Governance Requirements), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").  Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Raising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

Ted Baker Plc

 

 

 

 

 

 

 

 

 

Ted Baker Plc

 

Proposed Disposal of Big Lobster Limited and Proposed Placing and Open Offer of 25,478,035 New Shares, Firm Placing of 101,188,632 New Shares and Offer for Subscription of up to 13,333,333 New Shares at 75 pence per New Share and Notice of General Meeting

 

1.  Introduction

Ted Baker's board of directors (the "Board") has today announced its intention to raise approximately £95 million in gross proceeds (approximately £90 million in net proceeds) by way of a fully underwritten Placing and Open Offer and Firm Placing. Up to a further approximately £10 million in gross proceeds (approximately £9.6 million net of commissions) may also be raised by way of an Offer for Subscription which is not underwritten.

In addition, on 20 March 2020, No Ordinary Designer Label Limited (the "Seller"), a wholly-owned subsidiary of the Company, entered into a share purchase agreement with a wholly-owned subsidiary of the British Airways Pension Fund, St Pancras Way Block C Unit Trust (the "Purchaser") in relation to the sale by the Seller of the entire issued share capital of Big Lobster Limited ("Big Lobster") to the Purchaser. Big Lobster is a wholly-owned subsidiary of the Company and its only material asset is The Ugly Brown Building at 6a St Pancras Way, London NW1 0TB (the "Property"), which is the Company's head office.

The expected gross aggregate cash consideration payable to the Seller for the Disposal is £78.75 million (subject to completion of a customary completion accounts adjustment mechanism) and will be paid in cash on Completion, which is expected to take place by 30 June 2020. The net proceeds of at least £72.0 million (post tax) will be used to reduce the Group's indebtedness to the Lenders.

In accordance with the Listing Rules, due to the size of the Disposal in relation to the size of the Company, the Disposal constitutes a Class 1 transaction (as defined in the Listing Rules) and requires the approval of the Shareholders. A notice convening the General Meeting, at which the Disposal Resolution will be proposed, together with explanatory notes, will be set out in the Prospectus.

The Board believes the Disposal and the Capital Raising to be in the best interests of Shareholders as a whole and this announcement will explain why the Board unanimously recommends that Shareholders should vote in favour of the Resolutions, as each Director has committed to do so in respect of his or her own legal and beneficial holdings of Shares.

The Placing and Open Offer and Firm Placing are fully underwritten by the Joint Bookrunners, subject to the terms of the Sponsor and Underwriting Agreement. The Offer for Subscription is not underwritten.

 

2.  Background to the Disposal and the Capital Raising

2.1  Summary

Ted Baker is a global lifestyle brand offering a range of products including menswear, womenswear, childrenswear footwear and accessories. A quintessentially British brand, Ted Baker is known for its quirky fashion offering, high quality design detailing and distinctive use of pattern and colour. Ted Baker's approach is focused on unwavering attention to detail and firm commitment to quality. The brand operates through three main distribution channels: retail (including stores, concessions and e-Commerce), wholesale, and licensing (which includes territorial and product licences). As at 25 January 2020, the Group and its retail licencees had 563 stores and concessions worldwide, comprising of 198 in the UK, 123 in the rest of Europe, 140 in North America, 93 in the Middle East, Africa and Asia and 9 in Australasia.

 

2.2  Recent Trading Background

 

In addition to the impact of the coronavirus pandemic as discussed below, in Financial Year 2020 the Group's performance was impacted by very difficult trading conditions throughout the period, amplified by heightened levels of consumer uncertainty across many of its global markets. The external retail market has presented, and continues to present, unprecedented trading conditions, heightened competition, digital disruption, changing customer behaviour and demand and intense pressures on retail has led to a dramatic increase in promotional activity and an intense level of discounting. In 2019, these pressures were exacerbated in the UK by the significant impact on consumer sentiment and spending from Brexit and political uncertainty. Consequently, several of the Group's distribution channels have witnessed declining sales, while a number of important product segments, including formalwear and women's occasion wear, have experienced falling demand.

 

The Group has also faced some difficult internal issues in the last year. As previously announced, the Group experienced some challenges with its 2019 Spring/Summer collections and trading over November and the  Black Friday period was below expectations, with lower than anticipated margins and sell through. In addition, the store estate underperformed driven by sales pressure and high costs, with continued high cost store expansion. The Group's performance was also negatively impacted by high working capital driven by a three-year stock cycle that is no longer relevant in a fast moving fashion market. The Group also experienced high levels of operating expenditure across the business as a result of a failure to properly control costs and increase its share of e-Commerce. The Group's free cash flow diminished as a result of lower Adjusted EBITDA, continued high levels of dividend and significant capital expenditure spend. In addition, several members of the Group's senior management left the Group. As a result of the Group's weaker financial performance, the Group was required to revise down guidance for Financial Year 2020 first in June 2019 and again in December 2019. The Directors expect trading conditions to be difficult for some time, especially in light of the significant challenges presented by the coronavirus pandemic.

In light of the above, Group revenue decreased by 1.4 per cent. to £630.5 million in Financial Year  2020  (2019: £639.6 million, including licence income). Total retail sales including e-Commerce decreased by 4.6 per cent. to £439.9 million (2019: £461.0 million) for Financial Year  2020 and average retail square footage rose  by 2.6 per cent. to 442,790 sq. ft (2019: 431,646 sq. ft). E-Commerce sales decreased by 2.4 per cent. and represented 31.9 per cent. of total retail sales (2019: 31.1 per cent., restated). Further non-underlying charges in the year related to £13.5 million in regards to change in accounting policy for stock provision, £16.2 million in the impairment of stores, and a £7.6 million loss on disposal of the Asian businesses. As at 25 January 2020,  the Facility Agreement of £180 million was fully drawn.

In Financial Year 2020, the Group's loss before tax was £79.9 million (2019: restated profit of £30.7 million).  In Financial Year 2020, the Group's underlying profit before tax was £4.8 million (£9.8 million before the impact of IFRS 16) (2019: underlying profit of £63.0 million). Underlying profit is adjusted for non-operating charges relating principally to inventory overstatement corrections, charges following the implementation of a revised stock provisioning policy and store impairments to reach a reported Group loss before tax of £79.9 million in Financial Year 2020 (2019: restated profit of £30.7 million).

In December 2019, following an internal review, the Group identified that the value of inventory held on its balance sheet had been overstated. As a result of these findings, the Group engaged Deloitte LLP to undertake an independent and thorough review of this issue. In January 2020, the Group announced that the independent review had found that the Group's inventories, as reported at the end of the 52 week period ended 26 January 2019, were overstated by £58 million. Following the conclusion of Deloitte's review, this figure was subsequently refined and finalised showing a net inventory adjustment of £53.8 million, with the Group amending the opening value of its inventory position from £225.8 million to £205.6 million, a £20.2 million restatement. The restatement of inventory was due to stock that did not physically exist (representing £6.5 million), and adjustments to correct calculations (representing £13.7 million). In addition, through this exercise the Group has reviewed its approach to estimating the carrying value of stock and adopted a better estimate methodology which resulted in a £32.4 million reduction in stock value being accounted for as a change in estimate booked as a non-underlying expense in the income statement for the period ended 25 January 2020.  The change in estimate was due to inventories considered obsolete (representing £9.4 million) and changes for a revised stock costing methodology (representing £24.2 million).

 

A comprehensive internal review, with external support, has led to the implementation of several measures to strengthen the Group's accounting systems and processes including the reorganisation of the finance function with clearer responsibilities, greater focus, and more senior and experienced leaders, an increased and detailed detective review by senior management of journal entries, balance sheet reviews and revenue-impacting balances, as well as the documentation of correct stock accounting procedures.

 

The Group also engaged Deloitte LLP to conduct an independent review of the changes needed to the Company's systems and controls. This review has concluded and the Group is now in the process of updating its accounting processes and systems to implement Deloitte's recommendations and expects to complete this process in the second half of the year. Deloitte's recommendations include:

greater segregation of duties in key areas such as journals entries, for which a monthly detective journal review is being implemented;

an assessment of general IT controls across the business (including revenue, procure to pay, inventory and record to report) to ensure they are designed and implemented effectively and increase reliance on system- generated reports;

controls over manual spreadsheets to increase the reliability and quality of information and reduce the risk of error and deficiency;

implementing simplified, standardised and centralised processes to enable increased automation across the business, derive cost efficiencies and ensure a periodic review is performed to confirm changes are  captured in a timely manner and controls are operating effectively; and

a training programme across finance to increase the understanding of accounting processes, the financial risks to the business and what the key controls are with the aim of reducing key person risk and improving the overall maturity of the finance environment.

Following on from Deloitte's review the Group intends to complete the implementation of a controls improvement programme, under the auspices of the Audit and Risk Committee, which includes improvements to spreadsheet controls, segregation of duties, system logs and approval matrices, followed by progressive simplification, standardisation and automation of reporting processes. The Group anticipates completing the programme in the second half of the Financial Year ending 30 January 2021.

 

'Ted's Formula for Growth' strategy

The Group has developed a 'Ted's Formula for Growth' strategy to improve efficiencies across the wider Group and address the key drivers of underperformance. 'Ted's Formula for Growth' strategy is the culmination of six-months' rigorous analysis, assessment work and the bringing together of insights from across the Executive team, industry trends and external experts. At its core, 'Ted's Formula for Growth' is made up of three parts: reenergising product and brand, prioritisation of digital and capital light growth and significant cost reduction.  Combined, these three elements will deliver a sustainably more profitable, higher free cash flow generating and higher return on capital-employed business.

This transformational strategy will see the business pivot towards a customer-centric, digital and territory approach and away from the previously adopted channels- based approach. The strategy focuses on three building blocks, which, combined, the Directors believe should enable the Group to successfully deliver its strategic ambition of a more profitable, more cash generative and higher return on capital employed business.

 

Building Block 1: Stabilise the Company's Foundations

 

The Company's initial focus has been on putting stable foundations in place to alleviate the impact of poor trading performance and to manage cash flow requirements and increasing the Company's flexibility to deliver its 'Ted's Formula for Growth' strategy. This has involved a number of steps:

 

· Refresh and strengthen the Group's leadership; The Company has appointed a new Chair, CEO, CFO, Global Creative Director and a new CEO of North America, and created the roles of Chief Customer Officer and Chief People Officer. The Board now has three independent non-executive directors.

 

· Recapitalisation of the business; A restructuring of debt, the sale and leaseback of the Group's head office to reduce debt as well as the proposed Capital Raising will delever the balance sheet and increase financial flexibility over the medium term.

 

· Management has undertaken a full operational and efficiency review; The Group has  taken  action to  reduce head office costs, both in the UK and North America, which has allowed it to simplify the organisation and reset the business for greater collaboration and cost savings. After Financial Year 2020, the Group announced that this reorganisation will achieve £5 million of cost savings for the current financial year, with £2.7 million exceptional cash costs to achieve these savings which will result in £7 million of annualised savings.

 

· Rethink the Group's vision and commercial strategy; The creation of an organisational structure that pivots the focus away from channel centricity, towards a customer-centric, digital and global approach with the potential to deliver faster and more profitable growth at greater return on capital employed. The Group's brand vision has been reset so that the brand strength and relevance becomes a key enabler of its future success.

 

· Respond effectively to the coronavirus pandemic; The Group has taken swift action to protect the business, its customers and its colleagues. The Group has responded dynamically to the challenges presented by the coronavirus pandemic, including taking a series of steps to reduce costs and protect cashflow and ensure the wellbeing of its teams. The focus is on stock on hand and minimum orders to fulfil sales demand with new products released where appropriate to support retail sales. As the Group re-opens its stores in line with government guidance, it is taking strong precautions to ensure the safety of its customers and employees.

 

Building Block 2: Growth Drivers

 

The Company will invest in product, creative content and new eCommerce and digital platforms to operate a 'digital first' retail strategy and drive future profitable growth. This strategy is based on five primary growth drivers:

 

· Attract more customers ; deliver a deeper and broader relationship with new and existing customers, leading to higher share of wallet and lifetime value.

· Be 'no ordinary brand' ; reenergise the brand and creative direction for all consumer touch points, strengthening the 'no ordinary', unconventional and aspirational position through innovation and consistency to increase awareness and purchase consideration.

· Expand product and its relevance ; make clothing more relevant to all day / week occasions; drive accessories, footwear and large licence partner categories.

· Be forward thinking ; retaining relevance for business model, industry trends, internal R&D function and capability.

· Profitably be where the customer is ; reach customers in prioritised territories through the appropriate distribution and service models, in a profitable way.

 

Building Block 3: Operational Excellence

 

Going forward, the Company will operate under the core philosophy of 'Simpler, Smarter, Together'. By getting the basics right and operating more efficiently and collaboratively the Group sees significant scope to improve profitability and cash generation. Initiatives in this building block are focused on creating a digital and data led operating model, creating a high-performance business culture, and creating a commercial and agile business, enabled by a more effective organisation. The Group has established a 'Ted's Formula for Growth' office, with proven operational expertise to help support the delivery of these initiatives and to achieve the potential benefits.

There are significant opportunities across the business to lower costs, improve efficiency and tighten controls, including:

Scope for significant improvement in gross margin through a series of structural bought-in margin improvements.

The Group plans to change how it buys goods (streamlining its critical path and reducing sampling), who it buys from (consolidation of its supplier base) and where it buys from (relocation of sourcing markets). Product margin can be further enhanced through the purchase of products throughout the season in response to customer preferences, reworked margin on outlet products and more sophisticated promotional activity.

Continued focus on working capital efficiency.

Historically, the Group has operated with too much inventory, which has negatively impacted cash flow. Despite improvements in working capital efficiency over the last 12 months (with an improvement in underlying net working capital to sales ratio from 27.5 per cent. to 15.8 per cent. the Group is highly confident it can achieve a further material improvement through shortening its product lifecycle from three years to two.

Reduce operating expenditure.

The Group's recent cost review concluded the business is carrying high costs in several areas, including logistics and distribution, the head office and stores. As a result, it intends to renegotiate carrier arrangements, reduce requirements for air freight and implement productivity improvements in its Derby and Atlanta Distribution Centres which will further reduce the cost base within the business in addition to the annualised £7 million of cost savings relating to head office costs.

Improve retail store profitability.

The Group has conducted a thorough review of retail stores across all territories, with a critical focus on rental costs and payroll. It has identified significant cost saving potential on store payroll driven by new ways of working. In addition, the transformation team is in ongoing discussions with landlords across all territories and Directors remain confident in the Group's ability to reduce rental costs. The Group has already taken the decision to close one store in Italy ahead of its lease expiry due to financial and strategic considerations.

Upgrade and enhance IT systems.

Going forward, capex and investment will be restricted to focus on critical systems enablers such as an upgraded e-commerce platform and new payment service provider gateway to enable a much broader set of payment options for customers.

 

Financial Implications

The Directors believe the successful implementation of this 'Ted's Formula for Growth' strategy should result in a more profitable business, operating on a lower level of capital employed.

Improved product margin, lower operating expenses and prioritisation of capital expenditure-light distribution should all contribute to driving greater return on capital employed and ultimately greater shareholder value. At the end of this initial three-year journey the Directors are targeting, the following financial metrics:

Limit capital expenditure to £15 million annually;

Medium-term revenue growth of approximately 5 per cent;

Adjusted EBITDA margin of 7.0 per cent. to 10 per cent. by the 2023 financial year;

Free cash flow generation, after capex, of at least £30 million by the 2023 financial year; and

Net debt to Adjusted EBITDA of 1.0x or less by the end of the 2023 financial year.

These targets are not intended as a profit forecast and no statement in this announcement should be interpreted to mean that earnings per Share for the current or future financial years would necessarily match or exceed the historical published earnings per Share.

 

2.3  Impact of Coronavirus Pandemic

The impact of the coronavirus pandemic is rapidly evolving which creates material uncertainty across many of the Group's markets. Public policy and government responses have differed across each market and the Group has adopted measures designed to best serve employees, customers and wider stakeholders across its trading markets.

The Group has responded dynamically to the challenges presented by the coronavirus pandemic, including taking a series of self-help steps to reduce costs and protect cashflow and ensure the wellbeing of its teams. During the course of the coronavirus pandemic, all of the Group's retail stores, outlets and concessions have been closed at times and as at 2 May 2020 approximately 390 retail stores and concessions remain closed in line with relevant government guidance and a gradual re-opening of stores, outlets and concessions is taking place in several European markets including Germany, France and the Netherlands.

Footfall in China and Hong Kong following re-opening was considerably lower than prior to closure and management expects that also to be the case in other jurisdictions. As the Group re-opens its stores, it is taking strong precautions to ensure the safety of its customers and employees. Social distancing measures are being adhered to, with floor markings in local languages. The stores are thoroughly cleaned every day and hand sanitiser, anti-bacterial wipes, disinfectant and gloves are available in its stores. The stores are also initially limited to one shift a day. The Group is also adhering to local regulations in regards to the coronavirus pandemic where applicable, such as mandatory face masks and holding returns in a designated area for one week before resale.

The Group has furloughed approximately 85 per cent. of its employees globally in line with a variety of government schemes across its trading markets. In addition, the Group has suspended all discretionary capital expenditure, temporarily reduced executive remuneration by 15 per cent., rephased product orders and is negotiating rent deferrals and rent reductions with landlords. The Group will also benefit from a 12 month business rates holiday in the United Kingdom (which is expected to save the Group £5.8 million in Financial Year 2021). This cash preservation programme is expected to deliver permanent cash flow savings of £138.4 million (of which £88.2 million relates to savings from the reduced purchasing of stock and recent stock liquidation, £20.4 million from improved payment terms, £5.8 million from a 12 month business rates holiday,

£17.2 million from the furlough schemes, £6.5 million from putting all discretionary capex on hold and £0.3 million from Board and executive management pay cuts) and defer £10.9 million of cash payments (of which

£3.4 million relates to employee tax and VAT deferrals for three months, £4.5 million from negotiated rent holidays and deferrals and £3.0 million on discretionary capex deferrals).

The e-Commerce distribution channel continues to operate for customers as normal and is a channel the Group is intensively managing during this period of store closures, including holding a two week mid-season sale which was deeper and wider than normal to drive sales. The e-Commerce channel has proved much more resilient with sales in the first fourteen weeks of the financial year up approximately 50.3 per cent. on last year (49 per cent. on a constant currency basis) , with an increase of 77  per cent.  on  a constant currency basis in  the first six week of the lockdown in the United Kingdom, albeit at much lower gross profits due to heavily discounted sales for part of the period of up to 60 per cent.

The coronavirus pandemic has created unprecedented challenges for companies given its widespread and  adverse global economic, social and operational impact, the effects of which are continuing to unfold. The Company's confidence in the adequacy of its action plan to rectify the Group's working capital shortfall is accordingly based on the following assumption relating to the impact of the coronavirus pandemic on its operations:

a 100 per cent. reduction in the Group's physical store revenue (own, outlet and concessions) until early September 2020, followed by a partial recovery to a reduction of approximately 35 per cent. for the remainder of the year ending 30 January 2021 (compared to the corresponding period in the year ended 25 January 2020), and a 25 per cent. reduction in the year ending 29 January 2022 (compared to the year ended 25 January 2020);

an approximately 75 per cent. reduction in the Group's trustee, other wholesale and licence income until early September 2020, followed by a partial recovery to an approximately 50 per cent. reduction for the remainder of the year ending 30 January 2021 (compared to the corresponding period in the year ended 25 January 2020), and an approximately 20 per cent. reduction in the year ending 29 January 2022 (compared to the year ended 25 January 2020);

an approximately 20 per cent. reduction in the Group's ecommerce revenue until early September 2020, followed by a partial recovery to an approximately 15 per cent. reduction for the remainder of the year ending 30 January 2021 (compared to the corresponding period in the year ended 25 January 2020), and  an approximately 20 per cent. increase in the year ending 29 January 2022 (compared to the year ended 25 January 2020);

all store employees being furloughed while the Group's physical stores are closed and store payroll costs reduced by approximately 95 per cent. until mid-June 2020, with government support for payroll costs within the United Kingdom-and similar programmes in certain other markets in which the Group operates-for so long as the Group's physical stores are required to be closed (to early September 2020 under the Company's reasonable worst case scenario). Between mid-June 2020 and early September 2020 the Group anticipates a reduction in payroll costs of approximately 70 per cent. (compared to the corresponding period in the year ended 25 January 2020) as a group of store employees will return to work to prepare to reopen the Group's  stores. Following reopening in early September, the Company anticipates a reduction of store payroll costs (before redundancy costs) of approximately 25 per cent. for the remainder of the year ending 30 January 2021 (compared to the corresponding period in the year ended 25 January 2020), and an approximately 15 per cent. reduction thereafter (compared to the year ended 25 January 2020);

an approximately 35 per cent. reduction in the Group's central payroll until early September 2020 and a reduction (before redundancy costs) of approximately 30 per cent. thereafter for the remainder of the year ending 30 January 2021 (compared to the corresponding period in the year ended 25 January 2020) and an approximately 30 per cent. reduction in the year ending 29 January  2022  (compared  to the year ended  25 January 2020;

a bad debt driven increase in the Group's overhead costs, excluding property costs, of approximately  20 per cent. for the remainder of the year ending 30 January 2021 (compared to the corresponding period in the year ended 25 January 2020)  and approximately  20 per  cent. reduction in the year ending 29 January 2022 (compared to the year ended 25 January 2020);

an approximately 25 per cent. reduction in the Group's property costs until early September 2020 followed by a reduction of approximately 20 per cent. for the remainder of the year ending 30 January 2021 (compared to the corresponding period in the year ended 25 January 2020) and an approximately 5 per cent. reduction in the year ending 29 January 2022 (compared to the year ended 25 January 2020); and

a 100 per cent. reduction in the Group's concession  rent  and  service  charges  paid  until  early  September 2020 followed by an approximately 25 per cent. reduction for the remainder of the year ending 30 January 2021 (compared to the corresponding period in the year ended 25 January 2020) and an approximately 10 per cent. reduction in the year ending 29 January  2022  (compared  to the year ended 25 January 2020).

 

3.  Leadership Changes

As described above, in light of the recent and ongoing challenges Ted Baker has faced, the Group has spent the last nine months building the talent and capability of the Board and the senior management team to ensure it has the skills, diversity, experience and ambition to deliver and execute the strategy and transform the business.

This has included the appointment of:

a new Chair (effective 1 July 2020), John Barton, chair of easyJet plc and formerly chair of Next plc

a new CEO, Rachel Osborne, formerly CFO of Debenhams,

a new CFO, David Wolfe, formerly CFO of HMV Group,

a new Global Creative Director, Anthony Cuthbertson, formerly Global Design Director for Topshop,

a new Chief Customer Officer, Jennifer Roebuck, formerly Chief Marketing Officer at Feelunique,

a new Chief People Officer, Peter Collyer, formerly People Experience Director of Asos Plc,

a new CEO North America, Ari Hoffman, formerly CEO of Scotch & Soda, and

two new independent non-executive directors, Helena Feltham and Jon Kempster.

The changes to the executive team have resulted in a smaller and focused team with clear accountability. With these new hires and with the capabilities of longer serving colleagues who understand the history and DNA of the Ted Baker brand, the Group has a diverse and creative team committed to delivering the 'Ted's Formula for Growth' strategy.

 

4.  Facility Amendments

The Group's total debt balance at 25 January 2020 was £180.0 million. The Group's net debt balance at 22 March 2020 was 25 January 2020 was £127.1 million (2019: net debt £123.8 million) £137.8 million). This comprised of a fully-drawn three year £180 million GBP revolving credit facility, which was entered into in September 2019, and cash balances of £52.9 million. On 23 March 2020, the Group announced that its lending bank syndicate had agreed to provide an additional revolving credit facility of up to £13.5 million ("Facility B") until 18 December 2020 taking the Group's total available facilities to £193.5 million. On 20 May 2020, the Group entered into an amendment and restatement agreement with the lenders in respect of the Facility Agreement, in terms of which the Facility Agreement will be amended and restated to, among other things, increase Facility B by £11.5 million to a total of £25 million (which will be available to be drawn down from 6 September 2020 until 1 month prior to Facility B's maturity date, except that it will not be available during the period from 27 December 2020 and 30 January 2021, inclusive) and extend Facility B's maturity date until January 2022. The amendments to the Facility Agreement pursuant to the Amendment and Restatement Agreement are conditional on the Resolutions for the Disposal and the Placing and Open Offer and Firm Placing being passed at the General Meeting. Following the amendments to the Facility Agreement becoming effective, the total available bank credit facilities will increase to £205 million. The net proceeds of the sale of Big Lobster Limited will be used to repay loans outstanding under Facility A (with a corresponding portion of the Facility A commitments being cancelled following prepayment). Following the application of the net proceeds of the Disposal, Facility A will be reduced to a maximum of £108 million and, together with the increased Facility B (as described above), the total available facilities will be a maximum of £133 million.

 

5.  Information on Big Lobster

Big Lobster is the owner of the freehold interest in the Property. Before it acquired this interest in January 2016, Big Lobster was a dormant company. The Property is used as the Group's headquarters and is leased by Big Lobster to No Ordinary Designer Label Limited, a wholly-owned subsidiary of the Company.

In December 2015, Big Lobster agreed to acquire the Property from Leysin Investments Limited for £55.3 million (the "Acquisition"). The costs incurred by the Group in connection with the Acquisition were £3.0 million. The Acquisition completed in January 2016, and the Group secured planning permission on 17 March 2020 for the redevelopment of the Property.

The Acquisition was financed by the addition of a £60.0 million secured term loan (the ("Term Loan") to the Company's then existing multi-currency revolving credit facility with The Royal Bank of Scotland and Barclays (the "RCF"). The Term Loan and RCF were refinanced in September 2019 and replaced with the Facility Agreement.

The book value of the Property as recorded in the Group's balance sheet as at 25 January 2020 was £56.1 million.

 

6.  Information on the Purchaser

British Airways Pension Trustee Limited is a company limited by guarantee established to hold the assets of the Airways Pension Scheme and the New Airways Pension Scheme, with British Airways Pension Trustee Limited acting in law as the Custodian Trustee of the assets of both schemes. The Trustee Directors of the Airways Pension Scheme and the New Airways Pension Scheme are the Directors of British Airways Pension Trustee Limited. As at 31 March 2019, British Airways Pension Trustee Limited held over £26 billion worth of investments, including £3.2 million worth of real estate assets, on behalf of the Airways Pension Scheme and the New Airways Pension Scheme. The purchasing entity, St Pancras Way Block C Unit Trust, is an indirectly owned subsidiary of British Airways Pension Trustee Limited.

 

7.  Reasons for the Disposal

As a result of the factors referred to in paragraphs 2.2 "-Recent Trading Background" and 2.3 "-Impact of Coronavirus pandemic" above, the Directors do not believe the Group to be in a financial position to undertake a redevelopment of the Property or to expose itself to the development risk associated with such a redevelopment. Accordingly, the Directors have decided to dispose of the Property through the sale of Big Lobster.

The Directors believe that the Disposal is attractive for the following reasons:

the net proceeds of the Disposal will be used to reduce the level of the Group's outstanding debt under the Facility Agreement to a more appropriate level in light of the current financial position of the Group, putting the business of the Group on a more financially-stable footing;

by disposing of the Property now, the Group will be crystallising a significant increase in the value of the Property;

the Group is not considered by the Directors to be a natural holder of freehold assets; and

through the entry into the Block B Lease and the Block A Option, the Group will have secured appropriate and flexible arrangements for its head office function for the medium term.

The Directors have engaged Jones Lang LaSalle (the "Valuer") to provide an independent valuation of the Ugly Brown Building. The Valuer has valued the Property at £50.5 million as at 1 June 2020. Notwithstanding the material uncertainty contained therein, the net proceeds of the Disposal if completed will be in excess of the fair market value as estimated by Jones Lang LaSalle.

The Directors believe that the Disposal is in the best interests of the Company and the Shareholders as a whole given the factors set out above, and that, if the Disposal does not occur, the Group will be at risk of being in breach of covenant in respect of the Facility Agreement, and at risk of facing liquidity issues.

 

8.  Terms and Conditions of the Disposal

Pursuant to the SPA, the Purchaser has agreed to acquire the entire issued share capital of Big Lobster from the Seller. Big Lobster is the owner of the Property.

The key terms of the Disposal are as follows:

the Purchaser will acquire Big Lobster for approximately £78.75 million on a "debt-free, cash-free" basis;

Completion will occur on the date notified by the Seller to the Purchaser in writing (subject to such date being not less than 10 business days from the date of such notice), or such other date as the Seller and the Purchaser may agree, and is conditional on Shareholders voting in favour of the Disposal Resolution; and

the consideration of approximately £78.75 million (which amount will be subject to a net asset value true- up adjustment) shall be paid by the Purchaser to the Seller in cash on Completion. The net proceeds of at least £72.0 million (post tax) will be used to reduce the Group's indebtedness to the Lenders.

On 20 March 2020, the Seller also entered into the short term Block B Lease of the Property with Big Lobster for a period post Completion. Additionally, on Completion, the Group will enter into the Block A Option. It is currently anticipated that, at the end of the term of the Block B Lease, the Seller will exercise the Block A Option. Completion is expected to take place by 30 June 2020.

 

9.  Reasons for the Capital Raising

In light of weak trading in Financial Year 2020, the inventory overstatement and the challenging retail environment, the Board conducted an operational and financial review of the business which highlighted the need for additional liquidity to fund the Group's short-term working capital needs, strengthen the balance sheet and ensure the Group has a capital structure that will enable the Group to return to long-term growth.

As part of the review, the Group developed a 'Ted's Formula for Growth' strategy to stabilise the business, respond to the impact of the coronavirus pandemic, improve operational performance and position the Group for long-term revenue growth. This 'Ted's Formula for Growth' strategy includes the Capital Raising as a way to recapitalise the business through a combination of raising cash and repaying debt as well as to provide funds to support the transformational strategy and to mitigate the impact of the coronavirus pandemic.

Accordingly, the Board has concluded that it is in the Group's best interests to raise approximately £95 million in gross proceeds (approximately £90 million in net proceeds) by way of a fully underwritten Placing and Open Offer and Firm Placing, and up to a further approximately £10 million in gross proceeds (approximately £9.6 million net of commissions) by way of an Offer for Subscription which is not underwritten. The Directors believe that this would enable the Group to materially reduce the level of debt within the Group, which will have the effect of restructuring the Group's balance sheet and will also enable the Group to support the delivery of its 'Ted's Formula for Growth' strategy.

 

10.  Use of proceeds

The Disposal is expected to raise, in aggregate, approximately £78.75 million in gross proceeds (at least

£72.0 million in net proceeds, post tax).

The Placing and Open Offer and Firm Placing are expected to raise, in aggregate, approximately £95 million in gross proceeds (approximately £90 million in net proceeds). Up to a further approximately £10 million in gross proceeds (approximately £9.6 million net of commissions) may also be raised by way of an Offer for Subscription which is not underwritten.

The Board currently intends to use the net proceeds of the Disposal to reduce its indebtedness to the Lenders, and the net proceeds of the Placing and Open Offer and the Firm Placing for general corporate purposes in support of the 'Ted's Formula for Growth' strategy, resulting in:

A £72 million reduction of its indebtedness to the Lenders under Facility A (offset in part by £25 million made available under Facility B for a net reduction of £47 million in available lending facilities);

£6 million for an upgraded e-Commerce platform;

an initial £31 million for trading and working capital requirements (with an additional £25  million  available under Facility B for specified working capital purposes);

£24 million for refinancing and restructuring the business, including professional fees; and

£29 million for other capital expenditure projects.

It is intended that any net proceeds of the Offer for Subscription will be applied to general corporate purposes.

 

11.  Financial impact of the Disposal and the Capital Raising

Had the Capital Raising taken place so that the net proceeds were accounted for as at 25 January 2020, the effect would have been an increase in cash and cash equivalents of £90 million. Had the Disposal taken place so that the net proceeds were accounted for as at 25 January 2020, the effect would have been an increase in cash and cash equivalents of £72 million. This information has been prepared for illustrative purposes only.

 

12.  Terms of the Capital Raising and of the New Shares

The Company is proposing to raise gross proceeds of approximately £105.0 million (approximately £99.6 million net of estimated commissions, fees and expenses, assuming full take up under the Offer for Subscription) by way of a Placing and Open Offer of 25,478,035 New Shares, representing 14.9% per cent. of the enlarged issued share capital of the Company immediately following Admission (excluding the impact of the Offer  for Subscription, 13.8%  per  cent. assuming full take up under the Offer for Subscription), a Firm Placing of 101,188,632 New Shares, representing 59.1% per cent. of the enlarged issued share capital of the Company immediately following Admission (excluding the impact of the Offer for Subscription, 54.8% per cent. assuming full take up under the Offer for Subscription), and an Offer for Subscription of up to  13,333,333 New Shares, representing up to 7.2% per cent. of the enlarged issued share capital of the Company immediately following Admission (assuming full take up under the Offer for Subscription), each at an Offer Price of 75 pence per New Share. The Directors have given careful consideration as to how to structure the proposed issuance of equity and have concluded that a Placing and Open Offer and Firm Placing is the most suitable option available to the Company and its Shareholders at this time and the Offer for Subscription provides an opportunity for other potential investors, including employees, to become shareholders in the Company.

The Offer Price of 75 per New Share represents an effective 51.1 per cent. discount to the Closing Price of 153 pence on 29 May 2020, being the Business Day prior to the announcement of the Capital Raising. In setting the Offer Price, the Directors have considered the process by which the New Shares need to be offered to investors to ensure the success of the Capital Raising and raise a significant level of equity compared to the market capitalisation of the Company. The Directors believe that both the Offer Price and the discount are appropriate.

 

Placing and Open Offer

The Joint Bookrunners, as agents for the Company, have made arrangements to conditionally place the Open Offer Shares with institutional investors at the Offer Price. The Open Offer Shares will be subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Subject to the waiver or satisfaction of the conditions and the Sponsor and Underwriting Agreement not being terminated in accordance with its terms, any Open Offer Shares not subscribed for under the Open Offer will be issued to Placees procured by the Joint Bookrunners.

Open Offer Entitlements

Subject to the terms and conditions set out below (and, in the case of Qualifying Non-CREST Shareholders, the Application Form), each Qualifying Shareholder who is not a Restricted Person is being given an opportunity to apply for Open Offer Shares at the Offer Price (payable in full and free of all expenses) on the following pro rata basis:

4 Open Offer Shares at 75 pence per Open Offer Share for every 7 Existing Shares

held and registered in their name at the Record Date and so on in proportion to any other number of Shares then held, rounded down to the nearest whole number of Open Offer Shares.

Qualifying non-CREST Shareholders will receive an Application Form with the Prospectus which sets out their basic entitlement to Open Offer Shares as shown by the number of Open Offer Entitlements offered to them. Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements on 2 June 2020. Qualifying Shareholders with holdings of Existing Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their entitlements under the Open Offer.

 

Excess Application Facility

Qualifying Shareholders who are not Restricted Persons may apply to subscribe for Excess Shares using the Excess Application Facility, should they wish. Qualifying Non-CREST Shareholders wishing to apply to subscribe for Excess Shares may do so by completing the relevant sections on the Application Form. Qualifying CREST Shareholders who wish to and are able to apply to subscribe for more than their Open Offer Entitlements will have Excess Open Offer Entitlements credited to their stock account in CREST.

The Excess Application Facility will comprise Open Offer Shares that are not taken up by Qualifying Shareholders under the Open Offer pursuant to their Open Offer Entitlements, which have been clawed back from Placees and the aggregated fractional entitlements. Qualifying Shareholders' applications for Excess Shares will, therefore, be satisfied only to the extent that applications by other Qualifying Shareholders are made for less than their pro rata Open Offer Entitlements. If there is an over-subscription resulting from excess applications, allocations in respect of such excess applications will be scaled down at the absolute discretion of the Directors in consultation with the Joint Bookrunners.

Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying Non- CREST Shareholders should note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements and Excess Open Offer Entitlements will be admitted to CREST, and be enabled for settlement, the Open Offer Entitlements and Excess Open Offer Entitlements will not be tradeable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. New Shares for which application has not been made under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their entitlements will have no rights nor receive any benefit under the Open Offer. Any New Shares which are not applied for under the Open Offer may be allocated to Placees or, failing which, to the Joint Bookrunners subject to the terms and conditions of the Sponsor and Underwriting Agreement, with the proceeds ultimately accruing for the benefit of the Company.

The Placing and Open Offer is conditional upon, among other things:

(a)  Shareholder approval of the Resolutions at the General Meeting;

(b)  the Sponsor and Underwriting Agreement having become or been declared unconditional in all respects and the Sponsor and Underwriting Agreement not having been terminated by the Joint Bookrunners in accordance with its terms prior to Admission; and

(c)  Admission occurring not later than 8.00 a.m. on 19 June 2020 (or such later time or date as the Company and the Joint Bookrunners may agree, being not later than 30 June 2020).

Accordingly, if any such conditions are not satisfied or, if applicable, waived, the Placing and Open Offer will not proceed and any Open Offer Entitlements and Excess Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies will be returned to applicants (at the applicant's risk) without interest as soon as possible.

Shareholders who do not, or are not permitted to, acquire the New Shares will be diluted by 74.0 per cent. (excluding the impact of the Offer for Subscription) or 75.8 per cent. (assuming full take up under the Offer for Subscription and no options granted under the Share Schemes are exercised between 19 May 2020 (being the latest practicable date prior to the publication of the Prospectus) and the issue of New Shares).

The results of the Placing and Open Offer are expected to be announced on or around 18 June 2020.

 

Firm Placing

The Company is proposing to issue 101,188,632 New Shares pursuant to the Firm Placing. The Firm Placed Shares are not to be offered first to Shareholders generally. The Board has undertaken discussions with key Shareholders in relation to the Firm Placing. The Firm Placed Shares represent   226.9% per cent. of the Shares in issue as at 19 May 2020 (being the latest practicable date prior to publication of the Prospectus) and are not subject to clawback under, nor do they form part of, the Open Offer. The Firm Placing is expected to raise approximately £75.9 million gross proceeds.

Shareholders who take up their pro rata Open Offer Entitlement in full will suffer   59.1% per cent. dilution to their interests in the Company as a result of the Firm Placing (assuming no options granted under the Share Schemes are exercised between 26 May 2020 (being the latest practicable date prior to the publication of the Prospectus) and the issue of New Shares).

The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer.

If Admission does not take place on or before 8.00 a.m. on 19 June 2020 (or such later date as the Company and the Joint Bookrunners may agree, not being later than 8.00 a.m. on 30 June 2020), the Firm Placing will not proceed and subscription monies will be refunded to Firm Placees by cheque or CREST payment, as appropriate (at the Firm Placees' risk).

 

Offer for Subscription

Up to 13,333,333 New Shares are available under the Offer for Subscription at the Offer Price, representing gross proceeds of up to approximately £10 million (approximately £9.6 million net of commissions). The Offer for Subscription is only being made in the UK but, subject to applicable law, the Company may allot New Shares on a private placement basis to applicants in other jurisdictions. The Offer for Subscription is not underwritten.

The full terms and conditions of the Offer for Subscription will be contained in the Prospectus to be issued by the Company in connection with the Capital Raising and Admission. The terms and conditions should be read carefully before an application is made. Investors should consult their respective stockbroker, bank manager, solicitor, accountant or other financial adviser if they are in any doubt about the contents of the Prospectus.

The latest time and date for receipt of completed Offer for Subscription Application Forms and payment in full under the Offer for Subscription and settlement of relevant CREST instructions (as appropriate) is 11.00 a.m. on 17 June 2020, with Admission expected to take place on 19 June 2020.

In the event of excess applications under the Offer for Subscription, the basis of allocation will be determined at the discretion of the Board, in consultation with the Joint Bookrunners. The Offer for Subscription is separate to, and does not form part of, the Placing and Open Offer and Firm Placing.

 

Admission

The New Shares issued pursuant to the Capital Raising will rank pari passu in all respects with the Existing Shares and rank in full for all other dividends and other distributions declared in respect of the ordinary share capital of the Company after the date of issue of the New Shares.

 

Applications will be made to the FCA and to the London Stock Exchange for the New Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Shares will commence at 8.00 a.m. on 19 June 2020 (whereupon an announcement will be made by the Company to a Regulatory Information Service).

 

13.  Intentions of the Directors and Senior Managers

 

The only Director that holds Existing Shares currently is Andrew Jennings. Each of Rachel Osborne, David Wolffe, Helena Feltham and Jonathan Kempster intend to subscribe for the New Shares in the amount of £25,000 each, Sharon Baylay intends to subscribe for the New Shares in the Amount of £50,000, and John Barton intends to subscribe for New Shares in the Amount of £100,000.  Andrew Jennings, who holds 5,005 Existing Shares, representing 0.01 per cent. of the Company's existing issued share capital as at 19 May 2020 (being the last practicable date prior to the publication of the Prospectus), has (i) committed to participate in full in the Open Offer in respect of the New Shares to which he is entitled; and (ii) given an irrevocable undertaking approving the Disposal and undertaking to vote his Existing Shares in favour of the Resolutions. In addition, Andrew Jennings intends to subscribe for New Shares pursuant to direct subscription agreements with the Company, for a total investment (including under the Open Offer) of £25,000.

 

The only Senior Manager that holds Existing Shares currently is Phil Clark. Ari Hoffman intends to subscribe

for New Shares in the amount of £25,000. Tikki Godley, also known as Victoria Singleton, intends to further

subscribe for New Shares in the amount of £15,000 and Peter Collyer intends to subscribe for New Shares in

the amount of £10,000, Phil Clark, who holds 198 Existing Shares, representing 0.00 per cent. of the Company's existing issued ordinary share capital as at 19 May 2020 (being the last practicable date prior to the publication of the Prospectus), has (i) committed to participate in full in the Open Offer in respect of the New Shares to which he is entitled; and (ii) given an irrevocable undertaking approving the Disposal and undertaking to vote his Existing Shares in favour of the Resolutions. In addition, Phil Clark intends to subscribe for New Shares pursuant to direct subscription agreements with the Company, for a total investment (including under the Open Offer) of £10,000.

 

14.  Irrevocable undertakings and letters of intent

 

The Principal Shareholder, who holds in aggregate 15,540,280 Existing Shares, representing 34.85 per cent. of the Company's existing issued share capital as at 19 May 2020 (being the last practicable date prior to the publication of the Prospectus), has, on behalf of himself and any other registered holder of his Shares, given an irrevocable undertaking approving the Disposal and undertaking to vote his Existing Shares in favour of the Resolutions.

 

Toscafund Asset Management LLP and Schroders Investment Management, have both given a letter of intent confirming that they intend to vote, in aggregate, 8,553,524 Existing Shares representing 19.18 per cent. of the Company's existing issued share capital, in favour of the Disposal and the Capital Raising at the General Meeting.

 

 

15.  Current trading and prospects in respect of Ted Baker

In the first three months of this financial year, the Group faced the extraordinary challenge of the coronavirus pandemic across all of its trading markets, with customers, partners, suppliers and employees all impacted. A significant number of the Group's wholesale partners have cancelled or delayed orders, impacting wholesale revenue, and the Group's licence partners have also been affected by the pandemic, thereby impacting licence income. The Group responded dynamically to the challenges presented by the coronavirus pandemic, including taking a series of self-help steps to reduce costs and protect cashflow and ensure the wellbeing of its teams. During the course of the coronavirus pandemic, all of the Group's retail stores, outlets and concessions have  been closed at times and as of 2 May 2020 approximately 390 retail stores, outlets and concessions remain  closed in line with relevant government guidance and a gradual reopening of stores, outlets and concessions is taking place in several European markets including Germany,  France and the Netherlands. Footfall in China  and Hong Kong following reopening was considerably lower than prior to closure and management expects that also to be the case in other jurisdictions. As the Group reopens its stores, it is taking strong precautions to  ensure the safety of its customers and employees. Social distancing measures are being adhered to, with floor markings in local languages. The stores are thoroughly cleaned every day and hand sanitiser, anti-bacterial wipes, disinfectant and gloves are available in its stores. The stores are also initially limited to one shift a day. The Group is also adhering to local regulations with respect to the coronavirus pandemic where applicable,  such as mandatory face masks and holding returns in a designated area for one week before resale.

The Group has furloughed approximately 85 per cent. of its employees globally in line with a variety of government schemes across its trading markets. The Group has suspended all discretionary capital expenditure, temporarily reduced executive remuneration by 15 per cent., rephased product orders and is negotiating rent deferrals and rent reductions with landlords. The Group will also benefit from  a 12 month  business rates  holiday in the United Kingdom (which is expected to save the Group £5.8 million in Financial Year 2021). This cash preservation programme is expected to deliver permanent cash flow savings of £138.4 million (of which £88.2  million  relates  to  savings  from  the  reduced  purchasing  of  stock  and  recent  stock  liquidation, £20.4  million  from  improved  payment  terms,  £5.8  million  from  a  12  month  business  rates  holiday, £17.2  million  from  the  furlough  schemes,  £6.5  million  from  putting  all  discretionary  capex  on  hold and £0.3 million from Board and executive management pay cuts) and defer £10.9 million of cash payments (of which £3.4 million relates to employee tax and VAT deferrals, £4.5 million from negotiated rent holidays and deferrals and £3.0 million on discretionary capex deferrals). The e-Commerce distribution channel continues to operate for customers as normal and is a channel the Group is intensively managing during this period of store closures. The e-Commerce channel has proved much more resilient with sales in the first fourteen weeks of the financial year up approximately 50.3 per cent. on last year (49 per cent. on a constant currency basis), with an increase of 77.9 per cent. in the first six weeks of the lockdown in the United Kingdom (76.5 per cent. on a constant currency basis), albeit at much lower margins due to heavily discounted sales for part of the period of  up to 60 per cent. As the Group starts reopening stores, it expects to do so gradually and expects that there will be lower footfall and consumer demand for a time.

Accordingly, in respect of the Group's financial performance for the period from 25 January 2020 compared to the corresponding period in Financial Year 2020, the Group has suffered substantial reductions to revenue, operating profit, underlying profit and an increase in net loss. In the fourteen weeks ended 2 May 2020, the Group's total revenue decreased 36.0 per cent. (36.6 per cent. on a constant currency basis), to £90.4 million (2019: restated £141.3 million). Over the same period, retail revenue decreased 34.8 per cent. (34.5 per cent. on  a constant currency basis), to £58.8 million (2019: restated £89.9 million). This included store revenue of £25.2 million (2019: restated £66.8 million) and e-Commerce revenue of £33.5 million (2019: restated £22.3 million). Over the same period, wholesale revenue decreased 40.0 per cent. (40.7 per cent. on a constant currency basis), to £28.6 million (2019: restated £47.6 million) and licence income decreased 36.0 per cent. to £3.0 million (2019: restated £4.6 million).

Prior to the coronavirus pandemic, in the four weeks ended 22 February 2020 the Group's revenue was only slightly lower than the same period in 2019. As the impact of the coronavirus pandemic deepened, the Group's revenue began decreasing, with the greatest effect felt in the six week period ended 2 May, during which the lockdown in the United Kingdom was in full effect. During this period, all of the Group's segments were performing significantly below the same period in 2019, aside from e-Commerce, which saw a revenue increase of 77.9 per cent in the six week period ended 2 May, as compared to the same period in 2019.In respect of the Group's financial position as at the date of this announcement, preparation of a consolidated balance sheet requires numerous judgments and estimates about future store operating performance, the dates on which the Group's physical stores will be permitted to reopen in the markets in which it operates and the cumulative macroeconomic impact on the Group's customers' discretionary income and the financial position of the Group's trade creditors, and, as at 29 May 2020, it is not possible to reliably determine or quantify the impact of the coronavirus pandemic on the Group's significant estimates (particularly with respect to impairment of property, plant and equipment, right of use assets and intangible assets, carrying amount of inventories, and carrying amount of trade receivables). The Group's accounting policies and a description of the methodology used in these estimates are described in Note 1(w) of the Ted Baker Annual Report for Financial Year 2020 under the captions "Impairment of property, plant and equipment, right of use assets and intangible assets" and "Carrying amount of inventories". Management undertakes an impairment review for stores meeting certain criteria (primarily established stores with a cash contribution below 10 per cent. and determines value-in-use impairment using a discount rate equal to the Group's weighted average cost of capital. Carrying value of inventory is impaired by reference to a provisioning policy based on a two-year product lifecycle. Nonetheless, assuming the impact of the coronavirus pandemic, which, inter alia, assumes that the Group's retail stores and concessions remain closed for a period of six months to September 2020, the Group anticipates a significant impairment of the Group's retail store assets, a significant impairment of trade receivables and a significant impairment in stock. In aggregate, the Group expects these impairments to have a material adverse impact on its balance sheet and to have a material, substantial adverse impact on its income statement. In the event of a shorter period during which the Group's retail stores and concessions remain closed, the impact would be lessened, but still likely result in significant impairment charges.

Since 25 January 2020 the Company has paid down £19.7 million under Facility A leaving total indebtedness  at £160.3 million as at 28 May 2020. The Group expects to pay down approximately £72 million of its total indebtedness on completion of the Capital Raising and the Disposal. In light of the above, the Directors expect the Group's profit margin to also deteriorate in the short-term with the Directors targeting a return to growth in the medium-term. Having reviewed its action plan against its current estimate of the impact of the coronavirus pandemic, on completion of the Disposal and the Placing and Open Offer and Firm Placing, the Company believes that the Group will have sufficient working capital for its present requirements, that is for the 12 months from the publication of this announcement.

With the benefit of the strengthened capital structure following the Disposal and the Capital Raising, the Directors remain confident in the ability of the Group to continue to implement its 'Ted's Formula for Growth' strategy and return to long-term growth.

 

16.  Dividends

While the 'Ted's Formula for Growth' strategy is being implemented, the Directors suspended dividend payments to Shareholders. Given the uncertainty surrounding the coronavirus pandemic, the Directors determined that this suspension will continue. The Directors recognise that dividends are an important part of the Company's returns to Shareholders and will look to resume the payment of dividends as soon as it is appropriate to do so.

 

17.  Importance of  vote

The Company is of the opinion that the Group does not have sufficient working capital for its present requirements, that is, for the 12 months from the publication of this announcement.

Shareholders are asked to vote in favour of the Resolutions at the General Meeting in order for the Disposal and the Capital Raising to proceed. If the any of the Resolutions are not passed and either the Disposal or the Capital Raising do not proceed, the Shareholders would likely lose all of their investment in the Company. The Directors believe that the successful completion of the Disposal and the Capital Raising are of critical  importance to the Group's future prospects and will strengthen the Group's balance sheet,  enable  the  amendment of the Facility Agreement, enhance the confidence of the Group's suppliers and partners, and  provide it with the financial flexibility to continue to invest in support of the next stage of the Group's strategic development, for the benefit of Shareholders as a whole.

As at 25 January 2020, the Group had £180.0 million outstanding under its Facility Agreement. On 20 March 2020, the Group's Lenders agreed to make available a new Facility B. In addition, the Group has agreed certain amendments to the Facility Agreement with the Lenders, including but not limited to: (i) an increase of Facility B by £11.5m to a total of £25 million and extension of its maturity date until January 2022; and (ii) a covenant holiday until 24 April 2021, with the existing financial covenants being removed and replaced by adjusted EBITDA and minimum liquidity covenants, such amendments being conditional on the Resolutions for the Disposal and the Placing and Open Offer and Firm Placing being passed at the General Meeting.

While the Resolution relating to the Disposal is not conditional upon Shareholders voting in favour of the Resolutions relating to the Capital Raising, if the Disposal, the Placing and Open Offer or Firm Placing (but not the Offer for Subscription) are not approved, or otherwise do not proceed to completion by no later than 2 July 2020 in respect of the Disposal and 30 June 2020 in respect of the Placing and Open Offer and Firm Placing, either such disapproval or failure to proceed to completion will constitute events of default under the Facility Agreement (which includes the Facility B) (the "Timetable Events of Default"). Any such Timetable Event of Default would entitle the requisite majority of the Lenders (who hold in aggregate 66.7 per cent. of the amounts outstanding under the Facility Agreement) (the "Majority Lenders") to declare all amounts outstanding under the Facility Agreement (including the Facility B), which is expected to total approximately £179 million as at 22 June 2020, immediately due and payable and to take enforcement action against the Group, including without limitation to take control of the Group and/or its assets by enforcing their security over the assets of the Group or taking other steps (for example instituting insolvency proceedings). At the time of such Timetable Event of Default, the Group will not have sufficient funds available to repay the expected amounts due, and, in the absence of being able to successfully agree or implement any of the alternatives discussed below, enforcement action by the Lenders (by way of insolvency proceedings or otherwise) would likely result in Shareholders losing all of the value of their investment in the Company.

The Resolutions to approve the Capital Raising are contingent on the approval of the Resolution relating to the Disposal. If the Resolution relating to the Disposal is not approved, the Capital Raising will not proceed, and one of the Timetable Events of Default will be triggered on 22 June 2020. If the Resolution relating to the Disposal is approved but the Resolutions to approve the Capital Raising are not, the Directors intend to proceed with the Disposal, but the Timetable Event of Default in respect of the failure of the Placing and Open Offer and Firm Placing to proceed to completion will still be triggered on 22 June 2020. While the latter scenario would result in a lower working capital shortfall (approximately £90 - £98 million assuming receipt of the proceeds of the Disposal (depending on the Group's cash position at the time), compared to approximately £162 - £170 million in the absence of such proceeds), in either circumstance, the Group would not have sufficient funds to repay in full the amounts due under the Facility Agreement and the Majority Lenders would be entitled to take enforcement action as described above, which would likely result in Shareholders losing all of their investment in the Company.

If any of the Disposal, Placing and Open Offer or Firm Placing do not proceed, in order to avoid the possibility of immediate action by the Majority Lenders, the Directors expect that the Company would seek to obtain waivers or standstills of the Timetable Events of Default, although the Lenders have given no indication that such waivers or standstills would be forthcoming. The Directors expect that the Company would also ask the Lenders to further amend the Facility Agreement to allow additional funding to be made available to the Group (either by the lenders or by alternative finance providers) and/or seek alternative financing. The Directors are not confident that additional financing would be achievable nor that the lenders would be willing to continue to support the business in these circumstances and therefore the most likely outcome would be that the Shareholders lose all of the value of their investments in the Company.

The Directors do not believe that any of these alternatives to the Disposal, Placing and Open Offer and Firm Placing would provide sufficient working capital. In addition, as these alternatives would require the participation, agreement or approval of external parties, they may not be successful.

Even if the Lenders were willing to agree to any such amendments, waivers and/or additional funding and/or the Group was able to secure alternative financing, the Directors expect that the Group's operational and commercial flexibility would be limited by the terms of such amendments or alternative financing and the Group may find it increasingly challenging and costly to refinance its Facility Agreement or any such alternative financing as they fall due, and the Group's suppliers would be expected to continue to demand more onerous, and ultimately unsustainable, terms. In addition, even if the Group was able to avoid an Event of Default under the Facility Agreement or arrange alternative additional financing, doing so may require the Group to delay or reduce planned investments in the business, which could also have a material adverse effect on the Group's future growth prospects.

The Directors propose to rectify this anticipated shortfall in working capital by completing the Disposal and the Placing and Open Offer and Firm Placing and applying the net proceeds of both transactions as described in paragraph 10 above. Having reviewed its action plan against its current estimate of the impact of the coronavirus pandemic described in paragraph 2.3 above, on completion of the Disposal and the Placing and Open Offer and Firm Placing, the Company is of the opinion that the Group will have sufficient working capital for its present requirements, that is for the 12 months from the publication of this announcement.

If any of the Resolutions are not approved, there can be no assurance that any alternatives would be capable of implementation in the time available and/or would ultimately be successful and the Shareholders could lose all of their investment in the Company. Accordingly, the Directors believe that the successful completion of the Disposal and the Capital Raising are in the best interests of the Shareholders as a whole.

As such, it is very important that Shareholders vote in favour of each of the Resolutions at the General Meeting so that, assuming that the other conditions to the Disposal and the Capital Raising are satisfied, the Disposal and the Capital Raising can proceed to completion.

18.  Recommendation and voting intentions

The Board believes the Disposal and the Capital Raising will promote the success of the Company and are in the best interests of its Shareholders as a whole. The Board has received financial advice from Liberum on the Disposal in its capacity as sponsor, and in giving its financial advice to the Directors, Liberum has relied on the Board's commercial assessment of the Disposal.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of all the Resolutions to be proposed at the General Meeting, as the Directors each intend to do so in respect of their own holdings, amounting to 5,005 Existing Shares (representing approximately 0.01 per cent. of the Company's existing issued share capital as at 19 May 2020 (being the Latest Practicable Date)).

 

 

 

 

APPENDIX I: DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

 

 

Admission

admission of the New Shares to the premium listing segment of the Official List, and trading on the London Stock Exchange's main market for listed securities

Application Form

the personalised application form on which Qualifying Non-CREST Shareholders may apply for the New Shares under the Open Offer

Authorised Share Capital Resolution

the special resolution to be proposed at the General Meeting to amend the articles of association of the Company to remove the provisions related to the authorized share capital of the Company as the Company is no longer required to have an authorised share capital

Block A

the property known as Bowline, Tribeca, St Pancras Way, which is next to the Property

Block A Lease

the lease to be granted on exercise of the Block A Option

Block A Option

the option to enter into a lease of Block A, to be granted to the Seller upon completion of the Disposal

Block B Lease

the lease of the Property entered into between the Seller (as tenant) and Big Lobster (as landlord) on 19  March 2020

Business Day

a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in London

Capital Raising Resolutions

the New Share Issue Resolutions and the Firm Placing and Offer for Subscription Resolution

Closing Price

153 pence

CREST

the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades in listed securities in the United Kingdom, of which Euroclear Limited is the operator (as defined in the CREST Regulations)

Crest Members

a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations)

Directors

the executive directors and the non-executive Directors of the Company as at the date of this announcement

Disposal Resolution

the ordinary resolution to be proposed at the General Meeting to approve the Disposal

Excess Shares

New Shares which may be applied for by Qualifying Shareholders in addition to their Open Offer Entitlements pursuant to the Excess Application Facility

Excluded Territory

the United States, the Commonwealth of Australia, its territories and possessions, Canada, Japan, the Republic of South Africa and Switzerland, and any other jurisdiction where the extension or availability of the Open Offer or the Offer for Subscription would breach any applicable law of regulation

Facility A

the original £180m revolving credit facility

Facility Agreement

a fully-drawn three year £180 million GBP revolving credit facility, which was entered into by the Group in September 2019

Financial Year 2020

the 52 week period ended 25 January 2020

Firm Placed Shares

in aggregate, 101,188,632 New Shares which the Company is proposing to allot and issue pursuant to the Firm Placing

Firm Placees

any persons who have agreed or shall agree to subscribe for Firm Placed Shares pursuant to the Firm Placing

Firm Placing

the subscription by the Firm Placees for the Firm Placed Shares

Firm Placing and Offer for Subscription Resolution

the special resolution to be proposed at the General Meeting to provide the Directors with the necessary authority and power to allot equity securities as if section 561 of the Companies Act did not apply to such allotment in order to undertake the Firm Placing and the Offer for Subscription, to apply until the conclusion of the Annual General Meeting of the Company to be held in 2020

Form of Proxy

the form of proxy for use at the General Meeting which accompanies the Prospectus

General Meeting

the general meeting of the Company to be held at the Company's registered office at The Ugly Brown Building, 6a St Pancras  Way, London NW1 0TB on 18 June 2020 at 11.00 a.m.,

Group

the Company and its subsidiary undertakings and, where the context requires, its associated undertakings

Lenders

Banco Bilbao Vizcaya Argentaria S.A., Barclays Bank Plc, HSBC UK Bank Plc and National Westminster Bank Plc

London Stock Exchange

London Stock Exchange plc

Offer for Subscription Application Form

the application form on which Shareholders and other investors may apply for Offer for Subscription Shares under the Offer for Subscription

Offer Price

75 pence per Share

Open Offer

the conditional invitation to Qualifying Shareholders to subscribe for the Open Offer Shares at the Offer Price on the terms and subject to the conditions set out in Prospectus and, in the case of Qualifying Non-CREST Shareholders only, the Application Form

Open Offer Entitlements

entitlements to subscribe for the Open Offer Shares, allocated to a Qualifying Shareholder pursuant to the Open Offer

Ordinary Shares

ordinary shares of £0.05 each in the capital of Ted Baker plc

Placing

the conditional placing, by the Underwriters, as agent of and on behalf of the Company, of the Open Offer Shares subject to clawback pursuant to the Open Offer, on the terms and subject to the conditions contained in  the Sponsor and Underwriting Agreement

Principal Shareholder

Ray Kelvin

Prospectus

the prospectus and circular issued by the Company in respect of the Disposal and the Capital Raising, together with any supplements or amendments thereto

Qualifying CREST Shareholders

Qualifying Shareholders holding Shares in uncertificated form

Qualifying non-CREST Shareholders

Qualifying Shareholders holding Shares in certificated form

Qualifying Shareholders

Shareholders on the register of members of the Company on the  Record Date with the exclusion of persons with a registered address or located or resident in the United States or any Excluded Territory

Record Date

close of business on 28 May 2020

Resolutions

the Disposal Resolution, the Authorised Share Capital Resolution, the Capital Raising Resolutions

Restricted Persons

subject to certain exceptions, persons who have registered address in, who are incorporated in, registered in or otherwise resident or located in, the United States or any other Excluded Territory

Shareholders

holders of Shares

Sponsor and Underwriting Agreement

the sponsor and underwriting agreement entered into between Ted Baker and the Underwriters on 1 June 2020

 

APPENDIX II

TERMS AND CONDITIONS OF THE FIRM PLACING AND PLACING

IMPORTANT INFORMATION ON THE FIRM PLACING AND PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING OR THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING DISTRIBUTED TO: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS AND FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2) OF THE ORDER ; (C) IF IN THE UNITED STATES, PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL BUYERS" ("QIBS") WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"); OR (D) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE FIRM PLACING AND THE PLACING BY THE JOINT BOOKRUNNERS  (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES (AS SUCH TERM IS DEFINED BELOW).

Unless otherwise defined in these terms and condi ti ons, capitalised terms used in these terms and condi ti ons shall have the meaning given to them in this announcement.

If a person indicates to the Joint Bookrunners that it wishes to par ti cipate in the Firm Placing or the Placing (together, the "Equity Placings") by making an oral or written offer to subscribe for the Firm Placed Shares pursuant to the Firm Placing and Open Offer Shares pursuant to the terms of the Placing (together, the "Placing Shares") (each such person, a "Placee") it will be deemed (i) to have read and understood these terms and condi ti ons in this Appendix and the announcement of which it forms part and the dra ft prospectus dated 27 May 2020 prepared by, and rela ti ng to, the Company (the "Placing Proof") in their en ti rety, (ii) to be participating and making such offer on the terms and condi ti ons contained in this Appendix, and (iii) to be providing the representa ti ons, warran ti es, indemni ti es, agreements, undertakings and acknowledgements, contained in this Appendix.

In par ti cular, each such Placee represents, warrants, agrees and acknowledges to the Company and the Joint Bookrunners that,

1.  it is a Relevant Person and undertakes that it will subscribe for, acquire, hold, manage and dispose of any of the Placing Shares that are allocated to it for the purposes of its business only;

 

2.  in the case of any Placing Shares subscribed for by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, that (i) the Placing Shares acquired by and/or subscribed for by it in the Equity Placings will not be acquired and/or subscribed for on a non-discretionary basis on behalf of, nor will they be acquired or subscribed for with a view to their offer or resale to, persons in a member state of the EEA or the UK other than Qualified Investors, or in circumstances which may give rise to an offer of securities to the public other than an offer or resale, in a member state of the EEA which has implemented the Prospectus Regulation, to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale; or (ii) where the Placing Shares have been acquired or subscribed for by it on behalf of persons in any member state of the EEA or the United Kingdom 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;

 

3.  it is and, at the time the Placing Shares are acquired, will be either (i) outside the United States, and acquiring the Placing Shares in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act ("Regulation S") for its own account or purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion; or (ii) a QIB. These terms and conditions do not constitute an offer to sell or issue or the invitation or solicitation of an offer to buy or acquire the Placing Shares in the United States, the Commonwealth of Australia, Canada, Japan, the Republic of South Africa or Switzerland, or any other jurisdiction where the extension or availability of the Equity Placing would breach any applicable laws or regulations, and "Excluded Territories" shall mean any of them; and

 

4.  it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix.

These terms and condi ti ons and the informa ti on contained herein are not for release, publica ti on or distribu ti on, directly or indirectly, in whole or in part, in or into the United States or any other Excluded Territory, subject to certain excep ti ons.

In par ti cular, the Placing Shares referred to in these terms and condi ti ons have not been and will not be registered under the Securi ti es Act or the securi ti es laws of any state or other jurisdic ti on of the United States and the Placing Shares may not be offered, sold, transferred or delivered, directly or indirectly in, into or within the United States, except pursuant to an exemp ti on from, or in a transac ti on not subject to, the registra ti on requirements of the Securi ti es Act and applicable state securi ti es laws. There will be no public offering of the Placing Shares in the United States. Subject to certain excep ti ons, no offering of the Placing Shares will be made in the United States. The Placing Shares have not been approved or disapproved by the U.S. Securi ti es and Exchange Commission, or state securi ti es commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authori ti es passed upon or endorsed the merits of the Equity Placings or the accuracy or adequacy of these terms and condi ti ons. Any representa ti on to the contrary is a criminal offence in the United States.

The distribu ti on of these terms and condi ti ons and the offer and/or placing of Placing Shares in certain other jurisdic ti ons may be restricted by law. No ac ti on has been or will be taken by the Joint Bookrunners or the Company that would, or is intended to, permit an offer of the Placing Shares or possession or distribu ti on of these terms and condi ti ons or any other offering or publicity material rela ti ng to the Placing Shares in any jurisdic ti on where any such ac ti on for that purpose is required, save as men ti oned above. Persons into whose possession these terms and condi ti ons come are required by the Joint Bookrunners and the Company to inform themselves about and to observe any such restric ti ons.

Each Placee's commitments will be made solely on the basis of the informa ti on set out in this announcement (including the Appendix) and the Placing Proof which will be provided to each Placee. Each Placee, by par ti cipa ti ng in the Equity Placings, agrees that it has neither received nor relied on any other informa ti on, representa ti on, warranty or statement made by or on behalf of any of the Joint Bookrunners or the Company or any of their respective affiliates. None of the Joint Bookrunners, the Company, or any person ac ti ng on such person's behalf nor any of their respec ti ve affiliates has or shall have liability for any Placee's decision to accept this invita ti on to par ti cipate in the Equity Placings based on any other informa ti on, representa ti on, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own inves ti ga ti on of the business, financial or other posi ti on of the Company in accep ti ng a par ti cipa ti on in the Equity Placings. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresenta ti on.

No undertaking, representa ti on, warranty or any other assurance, express or implied, is made or given by or on behalf of any of the Joint Bookrunners or any of their respec ti ve affiliates, or any of their respec ti ve directors, officers, employees, agents, advisers, or any other person, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in the Placing Proof or this announcement or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company or the Equity Placings and no such person shall have any responsibility or liability for any such information or opinions or for any errors or omissions. Accordingly, save to the extent permitted by law, no liability whatsoever is accepted by any of the Joint Bookrunners or any of their respective directors, officers, employees or affiliates or any other person for any loss howsoever arising, directly or indirectly, from any use of this announcement or such information or opinions contained herein or otherwise arising in connection with the Placing Proof.

These terms and condi ti ons do not cons ti tute or form part of, and should not be construed as, any offer or invita ti on to sell or issue, or any solicita ti on of any offer to purchase or subscribe for, any Placing Shares or any other securi ti es or an inducement or recommendation to enter into investment ac ti vity, nor shall these terms and condi ti ons (or any part of them), nor the fact of their distribu ti on, form the basis of, or be relied on in connec ti on with, any investment ac ti vity. No statement in these terms and condi ti ons is intended to be nor may be construed as a profit forecast and no statement made herein should be interpreted to mean that the Company's profits or earnings per share for any future period will necessarily match or exceed historical published profits or earnings per share of the Company.

Proposed Firm Placing of Firm Placed Shares and Placing of Open Offer Shares subject to clawback in respect of valid applica ti ons by Qualifying Shareholders pursuant to the Open Offer

Placees are referred to these terms and condi ti ons, this announcement and the Placing Proof containing details of, inter alia, the Equity Placings. These terms and condi ti ons, this announcement and the Placing Proof have been prepared and issued by the Company, and each of these documents is the sole responsibility of the Company.

The Equity Placings consist of a Placing and Open Offer of 25,478,035 Open Offer Shares and a Firm Placing of 101,188,632 Firm Placed Shares. Qualifying Shareholders are being given the opportunity to apply for the Open Offer Shares at the Offer Price on and subject to the terms and conditions of the Open Offer, pro rata to their holdings of Existing Shares on the Record Date. Open Offer Shares will also be made available to Qualifying Shareholders under the Excess Applica ti on Facility. Frac ti onal entitlement of Open Offer Shares will be rounded down to the nearest whole number.

The Joint Bookrunners have agreed, pursuant to the Sponsor and Underwriting Agreement, to use reasonable endeavours to procure subscribers for the Firm Placed Shares and Open Offer Shares, as agent for the Company, at the Offer Price. Placees for Open Offer Shares in the Placing are subject to clawback to satisfy valid application by Qualifying Shareholders under the Open Offer. The Firm Placed Shares are not subject to clawback and do not form part of the Placing and Open Offer.  The Firm Placing and Placing and Open Offer have been fully underwritten by the Joint Bookrunners on, and subject to, the terms and conditions of the Sponsor and Underwriting Agreement.

With effect from the comple ti on of the ins ti tu ti onal Bookbuild, to the extent that any Placee fails to take up any or all of the Placing Shares which have been allocated to it or which it has agreed to take up at the Offer Price, the Joint Bookrunners have agreed, on the terms and subject to the condi ti ons in the Sponsor and Underwriting Agreement, to each take up 50 per cent. of such Placing Shares at the Offer Price.

Applica ti on will be made to the Financial Conduct Authority (the "FCA") and to the London Stock Exchange plc (the "London Stock Exchange") for the Placing Shares to be admitted to the premium lis ti ng segment of the official list of the FCA (the "Official List") and to trading on the London Stock Exchange's main market for listed securi ti es (together, "Admission").

Subject to the condi ti ons below being sa ti sfied, it is expected that Admission will become effec ti ve on 19 June 2020 and that dealings for normal se tt lement in the Open Offer Shares will commence at 8.00 a.m. on the same day. The Placing Shares, when issued and fully paid, will be iden ti cal to, and rank pari passu with, the Exis ti ng Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Shares by reference to a record date on or after Admission.

Placees should note that Firm Placed Shares do not carry any entitlement to participate in the Open Offer.  

The Firm Placing and Placing and Open Offer are condi ti onal, inter alia, upon:

1.  Shareholder approval of the Resolutions at the General Meeting, including but not limited to the approval of the disposal of Big Lobster Limited, the only material asset of which is The Ugly Brown Building which is the Company's head office;

2.  the Sponsor and Underwriting Agreement having become or been declared unconditional in all  respects and the Sponsor and Underwriting Agreement not having been terminated by the Joint Bookrunners in accordance with its terms prior to Admission; and

 

3.  Admission occurring not later than 8:00 a.m. on 19 June 2020 (or such later time or date as the Company and the Joint Bookrunners may agree, being not later than 30 June 2020).

The full terms and condi ti ons of the Open Offer will be contained in the Prospectus to be issued by the Company in connec ti on with the Capital Raising and Admission. The Prospectus to be issued by the Company will be approved by the FCA under sec ti on 87A of the FSMA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules made under Part VI of the FSMA.

Bookbuild of the Equity Placings

Commencing today, the Joint Bookrunners will be conduc ti ng a bookbuilding process in respect of the Equity Placings ("Bookbuild") to determine demand for par ti cipa ti on in the Equity Placings at the Offer Price. The Joint Bookrunners will seek to procure Placees as agent for the Company as part of this Bookbuild. These terms and condi ti ons give details of the terms and condi ti ons of, and the mechanics of par ti cipa ti on in, the Equity Placings.

Principal terms of the Bookbuild

By participating in the Equity Placings, Placees will be deemed (i) to have read and understood this announcement, these terms and conditions in this Appendix and the Placing Proof in their entirety and (ii) to be participating and making an offer for any Placing Shares on the terms and conditions contained in this Appendix, and (iii) to be providing the representations, warranties, indemnities, agreements, undertakings and acknowledgements, contained in this Appendix.

(a)  The Joint Bookrunners are arranging the Equity Placings severally, and not jointly, nor jointly and severally, as agents of the Company.

(b)  Participation in the Equity Placings will only be available to persons who are Relevant Persons and who may lawfully be, and are, invited to participate by any of the Joint Bookrunners. The Joint Bookrunners and their respective affiliates are entitled to offer to subscribe for Placing Shares as principal in the Bookbuild.

(c)  Any offer to subscribe for Placing Shares should state the aggregate number of Firm Placed Shares and Open Offer Shares that the Placee wishes to subscribe for at the Offer Price. The number of Firm Placed Shares and Open Offer Shares that each Placee receives will be determined by the Joint Bookrunners following consultation with the Company. 

(d)  Allocations of Placing Shares will be made in a combination that reflects an approximately 3.98:1 ratio of Firm Placed Shares to Open Offer Shares.

(e)  The Bookbuild is expected to close no later than noon on 1 June 2020 but may close earlier or later, at the discretion of the Joint Bookrunners and the Company. The timing of the closing of the books and allocations will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild (the "Allocation Policy"). The Joint Bookrunners may, in agreement with the Company, accept offers to subscribe for Placing Shares that are received after the Bookbuild has closed.

(f)  An offer to subscribe for Placing Shares in the Bookbuild will be made on the basis of these terms and conditions and the Placing Proof and will be legally binding on the Placee by which, or on behalf of which, it is made and will not be capable of variation or revocation after the close of the Bookbuild.

(g)  Subject to paragraph (e) above, the Joint Bookrunners (after consultation with the Company) reserve the right not to accept an offer to subscribe for Placing Shares, either in whole or in part, on the basis of the Allocation Policy and may scale down any offer to subscribe for Placing Shares for this purpose.

(h)  If successful, each Placee's allocation will be confirmed to it by the Joint Bookrunners following the close of the Bookbuild. Oral or written confirmation (at the Joint Bookrunners' discretion) from the Joint Bookrunners to such Placee confirming its allocation will constitute a legally binding commitment upon such Placee, in favour of the Joint Bookrunners and the Company to acquire the number of Placing Shares allocated to it (and in the respective numbers of Firm Placed Shares and Open Offer Shares (subject to clawback) so allocated) on the terms and conditions set out herein. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners, to pay to the Joint Bookrunners (or as the Joint Bookrunners may direct) as agent for the Company in cleared funds an amount equal to the product of the Offer Price and the sum of the number of Firm Placed Shares and, once apportioned after clawback (in accordance with the procedure described in the paragraph entitled "Placing Procedure" below), the Open Offer Shares, which such Placee has agreed to acquire.

(i)  The Company will make a further announcement following the close of the Bookbuild detailing the Offer Price and the number of Placing Shares to be issued (the "Placing Results Announcement"). It is expected that such Placing Results Announcement will be made as soon as practicable after the close of the Bookbuild.

(j)  Subject to paragraphs (g) and (h) above, the Joint Bookrunners reserve the right not to accept bids or to accept bids, either in whole or in part, on the basis of allocations determined at the Joint Bookrunners' discretion and may scale down any bids as the Joint Bookrunners may determine, subject to consultation with the Company. The acceptance of bids shall be at the Joint Bookrunners' absolute discretion, subject to consultation with the Company.

(k)  Irrespective of the time at which a Placee's allocation(s) pursuant to the Equity Placings is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Firm Placing will be required to be made at the time specified and all Placing Shares to be acquired pursuant to the Placing will be required to be made at the later time specified, on the basis explained below under the paragraph entitled "Registration and Settlement".

(l)  Commissions are payable to Placees in respect of the Placing. No commissions are payable to Placees in respect of the Firm Placing.

(m)  By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Firm Placing and/or the Placing will terminate only in the circumstances described below and will not otherwise be capable of rescission or termination by the Placee. All obligations under the Equity Placings will be subject to the fulfilment of the conditions referred to below under the paragraph entitled "Conditions of the Equity Placings and Termination of the Sponsor and Underwriting Agreement".

Condi ti ons of the Equity Placings and Termina ti on of the Sponsor and Underwriting Agreement

Placees will only be called on to acquire the Placing Shares if the obliga ti ons of the Joint Bookrunners under the Sponsor and Underwriting Agreement have become uncondi ti onal in all respects and the Joint Bookrunners have not terminated the Sponsor and Underwriting Agreement prior to Admission.

The Joint Bookrunners' obliga ti ons under the Sponsor and Underwriting Agreement in respect of the Firm Placing and the Placing and Open Offer are condi ti onal upon, inter alia:

(a)  the Company having complied with its obligations under the Sponsor and Underwriting Agreement (to the extent that such obligations fall to be performed prior to Admission);

(b)  the Prospectus being approved by the FCA not later than 5:00 pm on the date of the Sponsor and Underwriting Agreement (or such later time and/or date as the Company and the Joint Bookrunners may agree in writing);

(c)  Admission occurring not later than 8.00 a.m. on 19 June 2020 (or such later time and/or date as the Company and the Joint Bookrunners may agree but no later than 8.00 a.m. on 30 June 2020);

(d)  each condition to enable the Open Offer Entitlement being admitted as a participating security in CREST (other than Admission) being satisfied on or before Admission;

(e)  the warranties, undertakings and covenants on the part of the Company as contained in the Sponsor and Underwriting Agreement being true, accurate and not misleading on and as of the date of the Sponsor and Underwriting Agreement and immediately prior to Admission;

(f)  the passing of the Resolutions (without amendment) at the General Meeting on 18 June 2020 (or, with the Joint Bookrunners' written consent, at any adjournment thereof);  

(g)  in the good faith opinion of the Joint Bookrunners (having consulted with the Company to the extent reasonably practicable in the circumstances) there having been no material adverse effect affecting the condition of, or in the earnings, management, business affairs, business prospects or financial prospects or solvency of the Company or the Group, which is or is reasonably likely to be, materially and adversely prejudicial to the success of the Capital Raising which includes the Equity Placings; and

(h)  no matter referred to in section 87G of the FSMA arising between the publication of the Prospectus and Admission which requires the Company to publish a supplementary prospectus,

(all such condi ti ons included in the Sponsor and Underwriting Agreement being together the "Condi ti ons ").

The Joint Bookrunners may terminate the Sponsor and Underwriting Agreement at any time prior to Admission, after consultation with the Company, by notice in writing to the Company if in their good faith opinion the effect of certain events, including but not limited to the following, makes it impracticable or inadvisable to proceed with the Capital Raising or Admission in the manner contemplated in the Prospectus:

(a)  any of the Conditions has not been satisfied or waived by the time specified;

(b)  there has been a breach by the Company of any of the warran ti es, undertakings or covenants in the Sponsor and Underwriting Agreement or any of the warran ti es has ceased to be true, accurate and not misleading;

(c)  any statement contained in any offer documents is, or has become, untrue, inaccurate or misleading, or any matters has arisen, which would constitute an omission from offer documents if the Capital Raising were made at that time , each case which the Joint Bookrunners consider to be material in the context of the Capital Raising, Admission or any of the transactions contemplated by the Sponsor and Underwriting Agreement; or

(d)  in the good faith opinion of the Joint Bookrunners there has been a material adverse effect.

If any Condi ti on has not been sa ti sfied or waived by the Joint Bookrunners as described below or if the Sponsor and Underwriting   Agreement is terminated, all obliga ti ons under these terms and condi ti ons will automa ti cally terminate. By par ti cipa ti ng in the Equity Placings, each Placee agrees that its rights and obliga ti ons hereunder are condi ti onal upon the Sponsor and Underwriting Agreement becoming uncondi ti onal in all respects in respect of the Firm Placing (in respect of Firm Placed Shares subscribed for) and/or in respect of the Placing (in respect of Open Offer Shares subscribed for under the Placing) and that its rights and obliga ti ons will terminate only in the circumstances described above and will not be otherwise capable of rescission or termina ti on by it a ft er oral or wri tt en confirma ti on by the Joint Bookrunners (at the Joint Bookrunners' discre ti on) following the close of the Bookbuild.

The Joint Bookrunners may in their absolute discre ti on in wri ti ng waive fulfilment of certain of the Condi ti ons in the Sponsor and Underwriting Agreement or extend the ti me provided for fulfilment of such Condi ti ons. Any such extension or waiver will not affect Placees' commitments as set out in these terms and condi ti ons.

By par ti cipa ti ng in the Equity Placings each Placee agrees that the exercise by the Company or any of the Joint Bookrunners of any right or other discre ti on under the Sponsor and Underwriting Agreement shall be within the absolute discre ti on of the Company and each of the Joint Bookrunners (as the case may be) and that neither the Company nor any of the Joint Bookrunners need make any reference to such Placee (or to any other person whether ac ti ng on behalf of any Placee or otherwise) and that neither the Company nor any of the Joint Bookrunners shall have any liability to such Placee (or to any other person whether ac ti ng on behalf of any Placee or otherwise) whatsoever in connec ti on with any such exercise or failure so to exercise.

To the fullest extent permissible by law, none of the Joint Bookrunners, nor the Company, shall have any liability to any Placee (or to any other person whether ac ti ng on behalf of a Placee or otherwise). In particular, neither the Joint Bookrunners nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Bookbuild or of such alternative method of effecting the Equity Placings as the Joint Bookrunners and the Company may agree.

Withdrawal Rights

Placees acknowledge that their acceptance of any of the Placing Shares is not by way of acceptance of the public offer made in the Prospectus and (if applicable) the Applica ti on Form but is by way of a collateral contract and as such sec ti on 87Q of the FSMA does not en ti tle Placees to withdraw in the event that the Company publishes a supplementary prospectus in connec ti on with the Firm Placing and Placing and Open Offer and Offer for Subscription or Admission. If, however, a Placee is en ti tled to withdraw, by accep ti ng the offer of a placing par ti cipa ti on, the Placee agrees to confirm their acceptance of the offer on the same terms immediately a ft er such right of withdrawal arises. Please note that, in any event, withdrawal rights will not apply once Admission of the Placing Shares has occurred.

Placing Procedure

Placees shall acquire or subscribe for the Firm Placed Shares and Open Offer Shares to be issued pursuant to the Equity Placings (a ft er clawback) and any alloca ti on of the Firm Placed Shares and Open Offer Shares (subject to clawback) to be issued pursuant to the Equity Placings will be no ti fied to them on or around 1 June 2020 (or such other ti me and/or date as the Company and the Joint Bookrunners may agree in writing).

Placees will be called upon to subscribe for, and shall subscribe for, the Open Offer Shares only to the extent that valid applica ti ons by Qualifying Shareholders under the Open Offer are not received by 11.00 a.m. on 17 June 2020 (or by such later ti me and/or date as the Company may agree with the Joint Bookrunners in writing) or if applica ti ons have otherwise not been deemed to be valid in accordance with the Prospectus and the Applica ti on Form.

Payment in full for any Firm Placed Shares and Open Offer Shares so allocated in respect of the Equity Placings at the Offer Price must be made by no later than 17 June 2020 (or such other date as shall be no ti fied to each Placee by the relevant Joint Bookrunner) on the closing date for the Firm Placing and the closing date for the Open Offer, respec ti vely (or such other ti me and/or date as the Company and the Joint Bookrunners may agree). The Joint Bookrunners will no ti fy Placees if any of the dates in these terms and condi ti ons should change, including as a result of delay in the pos ti ng of the Prospectus, the Applica ti on Forms or the credi ti ng of the Open Offer En ti tlements in CREST or the produc ti on of a supplementary prospectus or otherwise.

Registra ti on and Se tt lement

Se tt lement of transac ti ons in the Placing Shares following Admission will take place within the CREST system, subject to certain excep ti ons. The Joint Bookrunners and the Company reserve the right to require se tt lement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or se tt lement is not possible within the CREST system within the ti metable set out in the Placing Proof and/or Prospectus or would not be consistent with the regulatory requirements in the Placee's jurisdic ti on. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or cer ti ficated se tt lement instruc ti ons which they have in place with the relevant Joint Bookrunner, including providing its settlement details in order to enable instruction to be successfully matched in CREST.

Se tt lement for the Equity Placings will be on a T+1 and delivery versus payment basis and se tt lement is expected to take place on or around 19 June 2020. Each Placee is deemed to agree that if it does not comply with these obliga ti ons, the Joint Bookrunners may sell any or all of the Placing Shares allocated to it on its behalf and retain from the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed by the Placee. By communica ti ng a bid for Placing Shares, each Placee confers on the Joint Bookrunners all such authori ti es and powers necessary to carry out any such sale and agrees to ra ti fy and confirm all ac ti ons which the Joint Bookrunners lawfully take in pursuance of such sale. The relevant Placee will, however, remain liable for any shor tf all below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon any transac ti on in the Placing Shares on such Placee's behalf.

Acceptance

By par ti cipa ti ng in the Equity Placings, a Placee (and any person ac ti ng on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners and the Company, the following:

1.  in considera ti on of its alloca ti on of a placing par ti cipa ti on, to subscribe at the Offer Price for any Placing Shares comprised in its alloca ti on for which it is required to subscribe pursuant to these terms and condi ti ons, subject to clawback of the Open Offer Shares in respect of valid applica ti ons from Qualifying Shareholders in the Open Offer;

2.  it has read and understood this announcement (including these terms and conditions) and the Placing Proof in their entirety and that it has neither received nor relied on any information given or any investigations, representations, warranties or statements made at any time by any person in connection with Admission, the Equity Placings, the Company, the New Shares, or otherwise, other than the information contained in this announcement (including these terms and conditions) and the Placing Proof that in accepting the offer of its placing participation it will be relying solely on the information contained in this announcement (including these terms and conditions) and the Placing Proof, receipt of which is hereby acknowledged, and undertakes not to redistribute or duplicate such documents;

3.  its oral or written commitment will be made solely on the basis of the information set out in this announcement and the Placing Proof which will be provided to each Placee, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, or representations or warranties or statements made, by or on behalf of any of the Joint Bookrunners or the Company nor any of their respective affiliates and none of the Joint Bookrunners or the Company nor any of their respective affiliates has or shall have liable for any Placee's decision to participate in the Equity Placings based on any other information, representation, warranty or statement;

4.  the content of this announcement, these terms and conditions and the Placing Proof are exclusively the responsibility of the Company and agrees that none of the Joint Bookrunners nor any of their respective affiliates nor any person acting on behalf of any of such persons will be responsible for or shall have liability for any information, representation or statements contained therein or any information previously published by or on behalf of the Company, and none of the Joint Bookrunners or the Company, or any of their respective affiliates or any person acting on behalf of any such person will be responsible or liable for a Placee's decision to accept its placing participation;

5.  (i) it has not relied on, and will not rely on, any information relating to the Company contained or which may be contained in any research report or investor presentation prepared or which may be prepared by any of the Joint Bookrunners or any of their affiliates; (ii) none of the Joint Bookrunners, their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for public information relating to the Company; (iii) none of the Joint Bookrunners, their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for any additional information that has otherwise been made available to it, whether at the date of publication of such information, the date of these terms and conditions or otherwise; and that (iv) none of the Joint Bookrunners, their affiliates or any person acting on behalf of any of such persons makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of any such information referred to in (i) to (iii) above, whether at the date of publication of such information, the date of this announcement or otherwise;

6.  it has made its own assessment of the Company and has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Equity Placings, and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its decision to participate in the Firm Placing and/or the Placing;

7.  it is acting as principal only in respect of the Equity Placings or, if it is acting for any other person (i) it is duly authorised to do so and has full power to make the acknowledgements, representations and agreements herein on behalf of each such person, (ii) it is and will remain liable to the Company and the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Equity Placings (regardless of the fact that it is acting for another person);

8.  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; and/or if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, that (i) the Placing Shares acquired by and/or subscribed for by it in the Equity Placings will not be acquired and/or subscribed for on a non-discretionary basis on behalf of, nor will they be acquired or subscribed for with a view to their offer or resale to, persons in a member state of the EEA or the UK other than Qualified Investors, or in circumstances which may give rise to an offer of securities to the public other than an offer or resale, in a member state of the EEA which has implemented the Prospectus Regulation, to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale; or (ii) where the Placing Shares have been acquired or subscribed for by it on behalf of persons in any member state of the EEA or the United Kingdom 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;

9.  if it has received any confidential price sensitive information about the Company in advance of the Equity Placings, it has not (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made generally available;

10.  it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations and the Criminal Justice (Money Laundering and Terrorism Financing) Act 2010 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "AML Regulations") and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as may be required by the AML Regulations;

11.  it 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 in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

12.  it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other Placee or any other person in relation to the Company;

13.  it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

14.  it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Equity Placings and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in these terms and conditions);

15.  unless otherwise agreed by the Company (after agreement with the Joint Bookrunners), it is not, and at the time the Placing Shares are subscribed for and purchased will not be, subscribing for and on behalf of a resident of the United States or any other Excluded Territory and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of any Excluded Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions;

16.  it does not expect the Joint Bookrunners to have any duties or responsibilities towards it for providing protections afforded to clients under the rules of the FCA Handbook (the "Rules") or advising it with regard to the Placing Shares and that it is not, and will not be, a client of any of the Joint Bookrunners as defined by the Rules. Likewise, any payment by it will not be treated as client money governed by the Rules;

17.  any exercise by the Joint Bookrunners of any right to terminate the Sponsor and Underwriting Agreement or of other rights or discretions under the Sponsor and Underwriting Agreement or the Equity Placings shall be within the Joint Bookrunners' absolute discretion and neither of the Joint Bookrunners shall have any liability to it whatsoever in relation to any decision to exercise or not to exercise any such right or the timing thereof;

18.  neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee(s) or agent(s) for, and that the Placing Shares will not be allotted to, a person/person(s) whose business either is or includes issuing depository receipts or the provision of clearance services and therefore that the issue to the Placee, or the person specified by the Placee for registration as holder, of the Placing Shares will not give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearance system;

19.  the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be, and acknowledges that the Joint Bookrunners and the Company will not be responsible for any liability to pay stamp duty or stamp duty reserve tax (together with interest and penalties) resulting from a failure to observe this requirement; and each Placee and any person acting on behalf of such Placee agrees to participate in the Equity Placings on the basis that the Placing Shares will be allotted to a CREST stock account of one of the Joint Bookrunners who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

20.  where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire Placing Shares for that managed account;

21.  if it is a pension fund or investment company, its acquisition of any Placing Shares is in full compliance with applicable laws and regulations;

22.  it has not offered or sold and will not offer or sell any New Shares to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

23.  it has not offered or sold and will not offer or sell any New Shares to persons in any member state of the EEA prior to Admission except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;

24.  participation in the Equity Placings is on the basis that, for the purposes of the Equity Placings, it is not and will not be a client of either of the Joint Bookrunners and that none of the Joint Bookrunners have any duties or responsibilities to it for providing the protections afforded to their clients nor for providing advice in relation to the Equity Placings nor in respect of any representations, warranties, undertakings or indemnities contained in the Sponsor and Underwriting Agreement or the contents of these terms and conditions;

25.  to provide the Joint Bookrunners with such relevant documents as they may reasonably request to comply with requests or requirements that either they or the Company may receive from relevant regulators in relation to the Equity Placings, subject to its legal, regulatory and compliance requirements and restrictions;

26.  any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on its behalf and on behalf of any Placee on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) 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 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;

27.  to fully and effectively indemnify and hold harmless the Company and the Joint Bookrunners and each of their respective affiliates (as defined in Rule 501(b) under the Securities Act) and each person, if any, who controls any Joint Bookrunner within the meaning of Section 15 of the Securities Act or Section 20 of the US Exchange Act of 1934, as amended, and any such person's respective affiliates, subsidiaries, branches, associates and holding companies, and in each case their respective directors, employees, officers and agents (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities and expenses (including legal fees and expenses) (i) arising from any breach by such Placee of any of the provisions of these terms and conditions and (ii) incurred by any Indemnified Person arising from the performance of the Placee's obligations as set out in these terms and conditions;

28.  in making any decision to subscribe for the Placing Shares, (i) it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) 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; (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole (including the markets in which the Group operates) and the terms of the Equity Placings (including the merits and risks involved); (iv) it has had sufficient time to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and (v) will not look to the Joint Bookrunners, any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;

29.  the Joint Bookrunners and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and undertakings which are irrevocable; and

30.  its commitment to acquire Placing Shares will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Firm Placing and/or 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 Firm Placing and/or the Placing.

Please also note that 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 UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement assumes that such Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer such Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in such Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Joint Bookrunners would be responsible and Placees shall indemnify the Company and the Joint Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Joint Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent. If this is the case, it would be sensible for Placees to take their 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 UK 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.

Selling Restric ti ons

By par ti cipa ti ng in the Equity Placings, a Placee (and any person ac ti ng on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners and the Company, the following:

1.  it is not a person who has a registered address in, or is a resident, citizen or national of, a country or countries, in which it is unlawful to make or accept an offer to subscribe for Placing Shares;

2.  it has fully observed and will fully observe the applicable laws of any relevant territory, including complying with the selling restrictions set out herein and obtaining any requisite governmental or other consents and it has fully observed and will fully observe any other requisite formalities and pay any issue, transfer or other taxes due in such territories;

3.  if it is in the United Kingdom, it is a Qualified Investor (i) who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article 19(5) of the Order; or(ii) who falls within Article 49(2) of the Order;

4.  if it is in a member state of the EEA, it is a "qualified investor" within the meaning of Article 2(e) of the Prospectus Regulation;

5.  it is a person whose ordinary activities involve it (as principal or agent) in acquiring, holding, managing or disposing of investments for the purpose of its business and it undertakes that it will (as principal or agent) acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

6.  it is and, at the time the Placing Shares are purchased, will be either (i) outside the United States, purchasing in an offshore transaction pursuant to Regulation S or (ii) a QIB that makes each of the representations, warranties, acknowledgements and agreements set out in paragraph 9 below;

7.  none of the Placing Shares has been or will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States;

8.  none of the Placing Shares may be offered, sold, taken up or delivered directly or indirectly, in whole or in part, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;

9.  if it is in the United States, (i) it is a QIB and is acquiring the Placing Shares for its own account or for the account of one or more QIBs with respect to whom it has the authority to make, and does make, the representations and warranties set forth herein, for investment purposes and not with a view to further distribution of such Placing Shares; (ii) it is aware, and each beneficial owner of the Placing Shares has been advised, that the sale of Placing Shares to it is in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act; (ii) it will only offer, resell, pledge or otherwise transfer the Placing Shares (a) to a person that the seller and any person acting on its behalf reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A, (b) outside the United States in accordance with Regulation S under the Securities Act, (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), or (d) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States; and (iii) notwithstanding anything to the contrary, it understands that Placing Shares may not be deposited into any unrestricted depositary receipt facility in respect of Placing Shares established or maintained by a depositary bank unless and until such time as such Placing Shares are no longer "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act; and

10.  it (on its behalf and on behalf of any Placee on whose behalf it is acting) has (a) fully observed the laws of all relevant jurisdictions which apply to it; (b) obtained all governmental and other consents which may be required; (c) fully observed any other requisite formalities; (d) paid or will pay any issue, transfer or other taxes; (e) not taken any action which will or may result in the Company or the Joint Bookrunners (or any of them) being in breach of a legal or regulatory requirement of any territory in connection with the Equity Placings; (f) obtained all other necessary consents and authorities required to enable it to give its commitment to subscribe for the relevant Placing Shares; and (g) the power and capacity to, and will, perform its obligations under the terms contained in these terms and conditions.

Miscellaneous

If a Placee is en ti tled to par ti cipate in the Open Offer by virtue of being a Qualifying Shareholder it will be able to apply to subscribe for Open Offer Shares under the terms and condi ti ons of the Open Offer. Any par ti cipa ti on by a Placee as a Qualifying Shareholder in the Open Offer will not reduce such Placee's commitment in respect of its placing par ti cipa ti on.

The Company reserves the right to treat as invalid any applica ti on or purported applica ti on for Placing Shares that appears to the Company or its agents to have been executed, effected or dispatched from the United States or an Excluded Territory or in a manner that may involve a breach of the laws or regula ti ons of any jurisdic ti on or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share cer ti ficates of Placing Shares in, or in the case of a credit of Open Offer En ti tlements to a stock account in CREST, to a CREST member whose registered address would be in, an Excluded Territory or the United States, or any other jurisdic ti on outside the United Kingdom in which it would be unlawful to deliver such share cer ti ficates or make such a credit.

When a Placee or person ac ti ng on behalf of the Placee is dealing with any of the Joint Bookrunners, any money held in an account with any of the Joint Bookrunners on behalf of the Placee and/or any person ac ti ng on behalf of the Placee will not be treated as client money within the meaning of the rules and regula ti ons of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protec ti ons conferred by the client money rules; as a consequence, this money will not be segregated from the Joint Bookrunners' money in accordance with the client money rules and will be used by each of the Joint Bookrunners in the course of its own business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunner.

Times

Unless the context otherwise requires, all references to ti me are to London ti me. All ti mes and dates in these terms and condi ti ons may be subject to amendment. The Joint Bookrunners will no ti fy Placees and any persons ac ti ng on behalf of the Placees of any changes.

 

 

 


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 [email protected] or visit www.rns.com.
 
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