BOO Boohoo Group Plc

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMENDED) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").

FOR IMMEDIATE RELEASE

14 November 2024

boohoo group plc

("Boohoo", the "Group" or the "Company")

Result of significantly oversubscribed Placing and Subscription

Boohoo Group plc (AIM:BOO) a leading online fashion group, announces that, further to the Company's "Proposed Fundraise" announcement that was released at 5:23 p.m. on 13 November 2024 (the "Launch Announcement"), it has successfully conditionally completed and closed the ABB process in relation to the Placing and Subscriptions for gross proceeds of approximately £39.3 million.

The Placing and Subscriptions were significantly oversubscribed at the Issue Price of 31 pence per share, a 3.3 per cent. premium to the closing share price of 30 pence per share on 12 November 2024.

The Company has raised gross proceeds of £33.3 million through the Firm Placing of, and a Subscription for, an aggregate of 107,553,604 New Ordinary Shares at the Issue Price, and gross proceeds of £6.0 million, subject to clawback under the Retail Offer, through the Clawback Placing of, and a Subscription for, an aggregate of 19,354,838 New Ordinary Shares at the Issue Price.

In addition to the Placing and Subscription, the Company is providing shareholders with the opportunity to subscribe for up to 19,354,838 Retail Offer Shares at the Issue Price pursuant to the Retail Offer via BookBuild, to raise up to approximately £6.0 million.

To the extent that valid applications are received for Retail Offer Shares under the Retail Offer and accepted by the Company, the Clawback Placing and a portion of the Subscription will be proportionally reduced so that the total amount raised by the Company through the Retail Offer, the Subscription and the Placing is approximately £39.3 million in aggregate. No part of the Placing or the Subscription is conditional on the Retail Offer proceeding or on any minimum take-up on the Retail Offer.

A further announcement will be made in due course regarding the Retail Offer, detailing its terms. It is expected that the Retail Offer will launch later today and will close at 5:00 p.m. on 15 November 2024.

As noted in the Launch Announcement, the issuance of the New Ordinary Shares under the Placing, Subscription and Retail Offer is conditional upon, amongst other things, obtaining the consent of its majority lenders under its Facilities Agreement ("Lender Consent").

It is expected that Admission will occur, and that dealings will become effective on or around 8:00 a.m. on 26 November 2024. The New Ordinary Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares.

Dan Finley, Group CEO, commented: "We are pleased with the level of support from our existing shareholders for the business in its next stage of growth. We trust that the Retail Offer provides smaller shareholders the opportunity to participate also."

Related Party Transactions

Mahmud Kamani, being a Director of the Company, together with his close relatives and related trusts, has conditionally agreed to participate in the Fundraise, subscribing for 49,904,675 New Ordinary Shares (the "Director Participation"), part of which is subject to clawback under the Clawback Placing. This constitutes a related party transaction under the AIM Rules for Companies. The directors of the Company, other than Mahmud Kamani, (the "Independent Directors") are deemed to be independent of the Director Participation. Accordingly, the Independent Directors (for the purposes of AIM Rule 13) consider, having consulted with the Company's nominated adviser, Zeus Capital Limited, that the terms of the Director Participation are fair and reasonable insofar as Shareholders are concerned.

Frasers Group plc ("Frasers") holds an interest in more than 10 per cent. of the Company's existing Ordinary Share capital and is therefore considered a related party of the Company under the AIM Rules. Frasers has conditionally agreed to subscribe for 39,119,788 New Ordinary Shares pursuant to the Fundraise  ("Frasers' Participation"), part of which is subject to clawback under the Clawback Placing. The directors of the Company are deemed to be independent of Frasers' Participation. Accordingly, the directors of the Company (for the purposes of AIM Rule 13) consider, having consulted with the Company's nominated adviser, Zeus Capital Limited, that the terms of Frasers' Participation is fair and reasonable insofar as Shareholders are concerned.

Admission

Application will be made to London Stock Exchange plc for admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that, subject to the Company obtaining Lender Consent, Admission will become effective and dealings in the New Ordinary Shares will commence at 8:00 a.m. on 26 November 2024.

Admission is conditional, inter alia, upon (i) Lender Consent, (ii) Admission becoming effective, and (iii) the Placing Agreement not having been terminated and becoming unconditional.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Launch Announcement unless the context provides otherwise.

Important information:

Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward-looking statements. Any statements contained in this Announcement that are not statements of historical or current fact are, or may be deemed to be, forward‐looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project", "target", "goal" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by any of these forward‐looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place specific reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company and Zeus Capital Limited expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this Announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

This Announcement is not an offer of securities for sale in or into the United States. The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into 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. There will be no public offer of the New Ordinary Shares in the United States.

This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of the FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Regulation Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Its contents have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who 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 high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are qualified investors as defined in article 2(e) of the UK Prospectus Regulation and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "Relevant Persons"). Any investment in connection with the Fundraise will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Zeus or its advisers (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of its or their affiliates or agents as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of Zeus and/or any of its affiliates and/or by any of its representatives in connection with the Company, the Fundraise and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed by both the Company and Zeus. No representation or warranty, express or implied, is made by Zeus and/or any of its affiliates and/or any of its representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed by both by the Company and Zeus.

Zeus, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser, broker and sole bookrunner exclusively for the Company and for no-one else in connection with the Fundraise or any other matter referred to in this Announcement, and Zeus will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraise and, will not be responsible to anyone (including the placees) other than the Company for providing the protections afforded to its clients or customers or for providing advice to any other person in relation to the Fundraise or any other matter referred to herein. The responsibilities of Zeus, as nominated adviser, are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or any other person and accordingly no duty of care is accepted in relation to them. No representation or warranty, express or implied, is made by Zeus as to, and no liability whatsoever is accepted by Zeus in respect of, any of the contents of this Announcement (without limiting the statutory rights of any person to whom this Announcement is issued).

HSBC Bank plc ("HSBC") is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority.  HSBC is not acting on the Fundraise and will not be responsible to anyone for providing the protections afforded to clients of HSBC, or for providing advice in connection with the matters referred to herein. Neither HSBC nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of HSBC in connection with this announcement any matter referred to herein."

The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Zeus or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.

The Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraise. The New Ordinary Shares to which this Announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the New Ordinary Shares should conduct their own due diligence, analysis and evaluation of the business and date described in this Announcement, including the New Ordinary Shares. The pricing 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 financial, legal, business or tax advice. If you do not understand the contents of this Announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Further information in respect of the Company can be found on the Company's website accessible at https://www.boohooplc.com/ (including copies of its latest annual report and audited accounts).

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.

A copy of this Announcement has been delivered to the registrar of companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the registrar has given, and has not withdrawn, consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of securities in the Company. It must be distinctly understood that, in giving these consents, neither the registrar of companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. If you are in any doubt about the contents of this Announcement you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. The directors of the Company have taken all reasonable care to ensure that the facts stated in this Announcement are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the Announcement, whether of facts or of opinion. All the directors accept responsibility accordingly. It should be remembered that the price of securities and the income from them can go down as well as up.