For Immediate Release
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23 May
2024
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boohoo group
plc
("boohoo"
or the "Company")
Posting of the Annual Report
and Accounts, AGM Notice and Related Party
Transactions
boohoo group plc (AIM: BOO) is pleased to confirm
that its Annual Report and Accounts for the year ended 29 February
2024 ("Annual Report") and
its Notice of Annual General Meeting ("AGM Notice") are now available to
view on the Company's website (www.boohooplc.com).
Additionally, the AGM Notice, and (for those shareholders who
requested they continue to receive a paper copy) the Annual Report,
have been posted to shareholders.
Paper copies of the Form of Proxy
are available from Computershare Investor Services (Jersey)
Limited on request.
The Company's Annual General Meeting
for the year ended 29 February 2024 will be held at 10:00 on
Thursday 20 June 2024, at 49-51 Dale Street,
Manchester, M1 2HF.
Related party transactions in connection the adoption of the
boohoo Incentive Plan 2024 (the "Incentive Plan")
Resolution 3 in the AGM Notice
relates to the adoption of the Incentive Plan,
which will combine the existing annual
bonus and 2022 LTIP into one single incentive plan, with a blend of
time and performance based awards which provide clearer line of
sight for participants and a more effective retention tool, while
maintaining a strong link to shareholder value creation through
share deferral. Further details of the Incentive Plan are
contained in the AGM Notice.
Subject to shareholder approval at
the AGM, awards under the Incentive Plan, as detailed in the AGM
Notice, will be made to John Lyttle, Mahmud Kamani, Carol Kane and
Stephen Morana, each of whom, as Directors of boohoo, is considered
a related party within the meaning of the AIM Rules for Companies.
These awards (the "Related Party
Awards") each constitute a related party
transaction.
The Directors (excluding John
Lyttle, Mahmud Kamani, Carol Kane and Stephen Morana) (the
"Independent Directors")
consider, having consulted with the Company's Nominated Adviser,
Zeus Capital Limited ("Zeus"), that the terms of the Related
Party Awards are fair and reasonable insofar as Shareholders are
concerned.
In providing advice to the
Independent Directors, Zeus has taken into account the
following:
· the
historic bonus and LTIP opportunities have been combined and
restructured but the total quantum of the awards is unchanged from
what was permitted under the previous Directors' Remuneration
Policy;
· the majority
(60%) of awards will be settled in shares which vest in tranches
over a three-year period, ensuring long term alignment of
executives with the interests of shareholders;
· awards
will be granted within the 10% in ten-year dilution limit operated
by the Company across all share schemes with a reasonable amount of
headroom remaining;
· the adoption of the
Incentive Plan and the grant of awards under it are conditional on
Shareholder approval; and
· the
commercial assessments of the Independent Directors.
Enquiries
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boohoo group plc
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Stephen Morana, Chief Financial
Officer
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Tel: +44 (0)161 233 2050
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Pete Templeton, Group Finance
Director
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Tel: +44 (0)161 233 2050
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Mike Cooper, Head of Investor
Relations
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Tel: +44 (0)161 233 2050
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Zeus Capital - Nominated adviser and
joint broker
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Andrew Jones / Dan Bate / James
Edis
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Tel: +44 (0)161 831 1512
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Benjamin Robertson
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Tel: +44 (0)20 3829 5000
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Jefferies - Joint broker
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Ed Matthews / Harry Le
May
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Tel: +44 (0)20 7029 8000
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HSBC - Joint broker
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Chloe Ponsonby / James
Hopton
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Tel: +44 (0)20 7991 8888
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Headland - Financial PR
adviser
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Susanna Voyle / Will
Smith
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Tel: +44 (0)20 3725 7514
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About boohoo group plc
"Leading the fashion eCommerce
market"
Founded in Manchester in 2006,
boohoo group is a fashion forward, inclusive and innovative
business. The Group's brands are complementary, vibrant and
scalable, delivering inspirational, on-trend fashion to our
customers 24/7. The diversity of our brands, including the group's
5 core brands, boohoo, boohooMAN, PrettyLittleThing, Karen Millen
and Debenhams, enable us to serve a broad customer base, globally,
with a primary focus on the UK and US markets. Since its
acquisition in 2021, Debenhams has been transformed from a retailer
into a digital marketplace with a capital-light, low-risk operating
model and a focus on fashion, beauty as well as home. Boohoo group
is concentrated on driving sustainable, profitable growth with
technology and automation increasing efficiency across the
business.
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