TIDMMTC
RNS Number : 2118Q
Mothercare PLC
04 June 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART) IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN
OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
The information contained within this announcement is deemed by
the Company to constitute inside information for the purposes of
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public
domain.
Mothercare plc
("Mothercare", the "Company" or the "Group")
Update re CVA Meetings
Further to the announcement on 1 June 2018, Mothercare plc's CVA
advisers and nominee, KPMG, have scrutinised the voting returns
relating to the CVA processes ahead of their formal filing with the
High Court today. This process has validated and confirmed the
voting for and results of the CVA processes in relation to both
Mothercare (UK) Limited and Early Learning Centre Limited, both of
which passed by clear majorities.
However, after rigorous post-meeting review of the voting
documentation in relation to Mothercare plc's non-core subsidiary
Childrens World Limited ("CW"), the independent CVA Nominees have
concluded that the proposals failed to be approved by the necessary
75% majority of unsecured creditors, by a very narrow margin at
73.3%. Accordingly the CW CVA proposal will not therefore progress
further.
The Directors of Mothercare plc and CW are considering all
options in respect of CW as a legal entity and a further
announcement will be made in due course as required. The CVA
Proposals and/or any restructuring of CW are not expected to affect
the ordinary course of operations of Mothercare plc, which
continues to trade as a going concern under the control of its
directors.
The Refinancing (in relation to both the standby underwriting of
the New Equity Issue and the Revised Debt Facilities) is not
conditional upon the CW CVA and therefore the Board of Mothercare
plc continues to expect the Refinancing to be completed on the
basis set out in the announcements of 17 May 2018 and 1 June
2018.
All other details as set out in announcement of 1 June 2018
remain unchanged.
Commenting Clive Whiley, Interim Executive Chairman, said:
"KPMG have confirmed the votes relating to MUK and ELC CVA's
passed by a clear majority, however it is now clear that the CVA of
Childrens World was not carried by creditors by a narrow margin.
This will neither unsettle the UK Restructuring and Refinancing nor
jeopardise our future transformation plans, which are already
underway.
As a board we are now considering our next steps with respect to
Childrens World."
Enquiries
Mothercare plc
Mark Newton-Jones / David Wood / Glyn Hughes 01923 206455
MHP Communications
Tim Rowntree / Simon Hockridge 020 3128 8742 / 8778
Numis Securities Limited
Luke Bordewich / Oliver Cardigan / Oliver Cox 0207 260 1000
KPMG
Press Office (Simon Wilson) 020 7311 66551
Notes:
1. This announcement contains inside information for the
purposes of Article 7 of Regulation (EU) No 596/2014.
2. The person responsible for the release of this announcement
is Glyn Hughes, CFO at Mothercare plc, Cherry Tree Road, Watford,
Hertfordshire, WD24 6SH.
3. LEI number of Mothercare plc: 213800ZL6RPV9Z9GFO74.
4. All capitalised terms shall have the same meaning as set out
in the RNS announcement made on 17 May 2018
Important notice
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness. The
information in this announcement is subject to change. Nothing in
this announcement should be interpreted as a term or condition of
the proposed New Equity Issue.
This announcement contains "forward-looking statements" with
respect to the financial condition, results of operations and
business of Mothercare and to certain of Mothercare's plans and
objectives with respect to these items.
Forward-looking statements are sometimes but not always
identified by the use of a date in the future or such words as
'anticipates', 'aims', 'due', 'could', 'may', 'should', 'expects',
'believes', 'intends', 'plans', 'targets', 'goal', or 'estimates'.
By their very nature forward-looking statements are inherently
unpredictable, speculative and involve risk and uncertainty because
they relate to events and depend on circumstances that may or will
occur in the future.
There are various factors that could cause actual results and
developments to differ materially from those expressed or implied
by these forward-looking statements. These factors include, but are
not limited to, changes in the economies, political situations and
markets in which Mothercare operates; changes in the regulatory or
competition frameworks in which Mothercare operates; the impact of
legal or other proceedings against or which affect Mothercare;
changes in inflation or exchange rates.
All written or verbal forward-looking statements, made in this
document or made subsequently, which are attributable to Mothercare
or persons acting on their behalf, are expressly qualified in their
entirety by the factors referred to above.
Neither Mothercare nor any other person (including Numis)
intends to update these forward-looking statements.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Mothercare and for no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Mothercare for providing the protections afforded
to clients of Numis (as the case may be) nor for providing advice
in relation to the matters referred to in this announcement or any
other transaction, arrangement or matter referred to in this
announcement.
This announcement has been issued by Mothercare plc and is the
sole responsibility of Mothercare plc. 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 Numis, or by any of its affiliates or agents as to, or
in relation to, the accuracy 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, and any
liability therefore is expressly disclaimed.
This announcement and the information contained herein do not
constitute an offer of securities in the United States. The
securities referred to in this announcement have not been and will
not be registered under the US Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold in the
United States absent registration under the Securities Act or
pursuant to an exemption from, or a transaction not subject to,
such registration requirements. Mothercare has not registered and
does not intend to register the offering of any securities in the
United States or to conduct a public offering of any securities in
the United States.
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, 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCBBGDLLXGBGIS
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