TIDMTED
RNS Number : 0089C
Ted Baker PLC
13 January 2015
13 January 2015
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
Ted Baker Plc ("Ted Baker" or the "Company")
DIRECTOR'S DEALINGS AND COMPLETION OF SECONDARY PLACING
Ted Baker plc, the British lifestyle brand, announces that
further to the announcement made earlier today, Ray Kelvin CBE,
Founder and Chief Executive of the Company, has exercised nil-cost
options due to him under the Company's 2009 Value Creation Plan in
respect of 202,382 Ordinary Shares in the Company, representing
0.46 per cent. of the total number of voting rights in the Company.
All such shares were pre-placed for sale with independent parties
prior to exercise. The shares were placed at a price of 2,300 pence
per Ordinary Share.
Interest in Ordinary Shares following transaction
Following completion of the transaction, the interests of Ray
Kelvin in the Company are as follows:
Beneficial interest in Ordinary
Shares after Placing
------------ ----------------------------------
No. %
------------ --------------------- -----------
Ray Kelvin 15,540,280 35.38
------------ --------------------- -----------
Ray Kelvin also holds nil-cost options in respect of 62,527
Ordinary Shares under the Company's Long Term Incentive Plan
2013.
The Ordinary Shares referred to above are ordinary shares of 5
pence each in the Company.
Notification of the above transaction is made in accordance with
Disclosure Rule 3.1.4R.
In accordance with Rule 5.6.1 of the Financial Conduct
Authority's ("FCA") Disclosure and Transparency Rules, the Company
notifies the market that following this transaction its issued
share capital consisted of 43,926,288 ordinary shares of 5p each,
each with one vote. The Company does not hold any shares in
Treasury at the date of this disclosure.
Accordingly, the total number of voting rights in the Company is
43,926,288, which may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Company under the FCA's Disclosure and Transparency
Rules.
Contacts:
Ted Baker Plc +44 (0) 20 7255 4800
Ray Kelvin CBE, Founder & Chief Executive
Lindsay Page, Chief Operating Officer & Group Finance Director
Liberum Capital Limited
Peter Tracey
Richard Crawley
Hudson Sandler + 44 (0) 20 3100 2000
Alex Brennan + 44 (0) 20 7796 4133
Michael Sandler
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE TED BAKER ORDINARY SHARES MAY
OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND
(2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE
INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any other jurisdiction in which such an offer or invitation is
unlawful.
The Ted Baker Ordinary Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US
Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and, absent registration,
may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. Persons (as defined in Regulation S
under the US Securities Act) except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the US Securities Act and the securities laws of any relevant
state or other jurisdiction of the United States. There will be no
public offering of the Ted Baker Ordinary Shares in the United
States or elsewhere.
The Ted Baker Ordinary Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by Ted
Baker or Liberum or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. Any failure to comply
with this restriction may constitute a violation of United States,
Canadian, Australian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Ted Baker Ordinary Shares in certain jurisdictions may be
restricted by law. No action has been taken by Ted Baker or Liberum
or any of their respective affiliates that would, or which is
intended to, permit a public offer of the Ted Baker Ordinary Shares
in any jurisdiction or possession or distribution of this
announcement or any other offering or publicity material relating
to the Ted Baker Ordinary Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
announcement comes are required by Ted Baker and Liberum to inform
themselves about and to observe any applicable restrictions.
Liberum, which is regulated by the Financial Conduct Authority
in the United Kingdom, is acting on the Placing and will not be
responsible to anyone other than its clients for providing the
protections offered to its clients, nor for providing advice in
relation to the Placing, the contents of this announcement, or any
transaction or arrangement referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFLILRIVLIE
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