TED Ted Baker Plc

TIDMTED TIDMTTM

RNS Number : 6920D

Ted Baker PLC

21 October 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS FO ANY SUCH JURISDICTION

FOR IMMEDIATE RELEASE

21 October 2022

RECOMMED FINAL CASH OFFER

for

Ted Baker plc

by

ABG-Robin BidCo (UK) Limited

(a newly incorporated entity wholly-owned by Authentic Brands Group, LLC)

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 16 August 2022, the board of directors of Ted Baker plc ("Ted Baker") and Authentic Brands Group, LLC ("ABG") announced their agreement on the terms of a recommended final cash offer by ABG-Robin BidCo (UK) Limited ("Bidco") (a newly incorporated entity wholly-owned by ABG) for the entire issued and to be issued share capital of Ted Baker (the "Acquisition"). The Acquisition is to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 19 October 2022, Ted Baker announced that the Court had sanctioned the Scheme pursuant to section 899 of the Companies Act 2006.

Ted Baker is pleased to announce that the Scheme Court Order has today been delivered to the Registrar of Companies and accordingly, the Scheme has become Effective in accordance with its terms and the entire issued and to be issued ordinary share capital of Ted Baker is now owned by Bidco.

Helena Feltham, Interim Chair of Ted Baker, said "I would like to thank the board, the management team and all of our Ted Baker colleagues globally for their hard work and commitment over recent years. Ted Baker is a unique British brand with a strong global presence. Under the stewardship of ABG, I am confident that the brand will move from strength to strength and achieve its long-term potential. I look forward to following its future success."

Jamie Salter, Founder, Chairman and CEO of Authentic Brands Group, said "We are excited to welcome Ted Baker to the Authentic family. This uniquely British brand enhances our fashion portfolio and further reinforces ABG's brand presence in the U.K., Europe and the Middle East. The purchase of Ted Baker is in line with our strategic focus on growing and diversifying the portfolio through the acquisitions of brands that originate from outside of the U.S."

SETTLEMENT OF CONSIDERATION

Under the terms of the Scheme, Scheme Shareholders on the register of members of Ted Baker at the Scheme Record Time, being 6:00 p.m. on 20 October 2022, are entitled to receive 110 pence in cash for each Scheme Share held.

Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) (or by any other method approved by the Panel) as soon as practicable and in any event not later than 14 days after the Effective Date being 4 November 2022, as set out in the Scheme Document.

SUSPENSION AND CANCELLATION OF TED BAKER SHARES

Dealings in Ted Baker Shares were suspended with effect from 7:30 a.m. on 21 October 2022. Applications have been made to the UK Listing Authority and the London Stock Exchange in relation to the delisting of Ted Baker Shares from the Official List and cancellation of the admission to trading of Ted Baker Shares on the Main Market of the London Stock Exchange, which are each expected to take place at 8:00 a.m. on 24 October 2022.

BOARD CHANGES

As the Scheme has now become Effective, Ted Baker duly announces that, as of today's date, each of Helena Feltham, Fumbi Chima, Jonathan Kempster, Colin La Fontaine Jackson and Margaret Lustman have tendered their resignations and have stepped down from the Ted Baker Board. Rachel Osborne and Marc Dench remain on the Ted Baker Board.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document dated 2 September 2022.

Enquiries:

Ted Baker plc +44 (0) 20 7255 4800

Rachel Osborne (Chief Executive Officer)

Marc Dench (Chief Financial Officer)

   Evercore (Financial Adviser to Ted Baker)                                      +44 (0) 20 7653 6000 

Ed Banks

Julien Baril

   Blackdown Partners (Financial Adviser to Ted Baker)                    +44 (0) 20 3807 8484 

Peter Tracey

Tom Fyson

Liberum (Joint Broker to Ted Baker) +44 (0) 20 3100 2000

Richard Crawley

Jamie Richards

Panmure (Joint Broker to Ted Baker) +44 (0) 20 7886 2500

Oliver Cardigan

Rupert Dearden

Tulchan Communications (Public Relations Adviser to Ted Baker) +44 (0) 20 7353 4200

Jonathan Sibun

Jessica Reid

Authentic Brands Group, LLC

   Natasha Fishman (Chief Communications Officer)                                    +1 718 637 4247 
   Haley Steinberg   (SVP, PR & Corporate Communications)                     +1 814 882 2913 

BofA Securities (Financial Adviser to ABG) +44 (0) 20 7628 1000

Eamon Brabazon

Joshua Maguire

Geoff Iles

Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Ted Baker in connection with the Acquisition.

Slaughter and May is acting as legal adviser to ABG and Bidco in connection with the Acquisition.

Important notices relating to financial advisers

Merrill Lynch International ("BofA Securities"), a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for ABG and Bidco in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than ABG and Bidco for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement. Neither BofA Securities, nor any of its 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 BofA Securities in connection with this announcement, any statement contained herein or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Ted Baker and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Ted Baker for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches 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 Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000 and successor legislation, 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, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Ted Baker or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

Blackdown Partners Limited ("Blackdown"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Ted Baker and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Ted Baker for providing the protections afforded to clients of Blackdown nor for providing advice in connection with the matters referred to herein. Neither Blackdown nor any of its subsidiaries, branches 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 Blackdown in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Blackdown by the Financial Services and Markets Act 2000, 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, neither Blackdown nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be

made by it, or on its behalf, in connection with Ted Baker or the matters described in this announcement. To the fullest extent permitted by applicable law, Blackdown and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

Liberum Capital Limited ("Liberum"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Ted Baker and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Ted Baker for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. Neither Liberum nor any of its affiliates, directors, officers, employees, advisers or agents 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 Liberum in connection with this announcement, any statement contained herein or otherwise.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Ted Baker and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Ted Baker for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the subject matter of this announcement. Neither Panmure Gordon nor any of its 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 Panmure Gordon in connection with this announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Ted Baker in any jurisdiction in contravention of applicable law.

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.

The availability of the Acquisition to Ted Baker Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in, or citizens of, the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Ted Baker Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England. The Acquisition is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, or any jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Notice to US Ted Baker Shareholders

The Acquisition relates to the shares of an English company and is being implemented by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and procedural requirements of the United States tender offer and proxy solicitation rules.

The financial information included in this announcement and the Scheme Document has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash pursuant to the Acquisition by a US holder of Ted Baker Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Ted Baker Shareholder is therefore urged to consult his or her independent legal, tax and financial advisers in connection with making a decision regarding the Acquisition.

It may be difficult for US holders of Ted Baker Shares to enforce their rights and any claims arising out of US federal laws, since Bidco and Ted Baker are each located in a non-US jurisdiction, and some or all of their officers and directors may be residents of non-US jurisdictions. US holders of Ted Baker Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Ted Baker Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com .

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by ABG, Bidco and Ted Baker contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of ABG, Bidco and/or Ted Baker (as applicable) about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on ABG, Bidco and Ted Baker, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although ABG, Bidco and/or Ted Baker (as applicable) believe that the expectations reflected in such forward-looking statements are reasonable, ABG, Bidco and Ted Baker can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of the other Conditions on the proposed terms; changes in local or global political and economic conditions; changes in consumer habits and preferences; legal or regulatory developments and changes; changes in supervisory expectations or requirements; changes in the business, competitive or market environments or forces; changes in the behaviour of other market participants; changes future exchange or interest rates; weak, volatile or illiquid capital and/or credit markets; changes in tax rates; the outcome of any litigation; the impact of any future business acquisitions, disposals, combinations or similar transactions; competitive product or pricing pressures; the relative success of business or operating initiatives; and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

Neither ABG, Bidco nor Ted Baker, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given the risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations (including, where applicable, under the Listing Rules and the Disclosure and Transparency Rules of the FCA), neither ABG, Bidco nor Ted Baker is under any obligation, and ABG, Bidco and Ted Baker expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Publication on website and availability of hard copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on Ted Baker's website at www. tedbakerplc .com and ABG's website at www. www.authenticbrands.com . For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement and all information incorporated into this announcement by reference to another source by contacting Link Group during business hours on +44 (0) 371 664 0300 (for Ted Baker Shareholders) or by submitting a request in writing to Link Group at 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.

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October 21, 2022 02:42 ET (06:42 GMT)