TIDMTED
RNS Number : 3011Q
Ted Baker PLC
18 June 2020
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, THE
COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND POSSESSIONS, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF THE SHARES. NOTHING IN THIS ANNOUNCEMENT
SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE CAPITAL
RAISING. NEITHER THIS COMMUNICATION NOR ANY PART OF IT SHALL FORM
THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN
INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. ANY
DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR
OTHERWISE DISPOSE OF THE NEW SHARES HAS BEEN MADE SOLELY ON THE
BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE
INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE ON THE
WEBSITE OF TED BAKER PLC AT WWW.TEDBAKERPLC.COM .
18 June 2020
Ted Baker Plc
("Ted Baker" or the "Company")
Results of Open Offer and Offer for Subscription
Ted Baker is pleased to announce the results of its Open Offer
and Offer for Subscription.
On 1 June 2020, Ted Baker announced details of a share issue to
raise gross proceeds of approximately GBP95 million by way of a
Placing and Open Offer and Firm Placing and additional gross
proceeds of up to approximately GBP10 million by way of an Offer
for Subscription (together the "Capital Raising"), all at an offer
price of 75 pence per share (the "Offer Price"). The Open Offer and
Offer for Subscription closed for acceptances at 11.00 a.m. on 17
June 2020.
Ted Baker is pleased to now announce the results of the Capital
Raising. Based on valid applications and commitments received, the
gross proceeds of the Capital Raising have been determined to be
GBP105 million, which includes all of the additional GBP10 million
intended to be raised via the Offer for Subscription.
A total of 140,000,000 New Shares will be issued at the Offer
Price (subject to the conditions noted below), of which 25,478,035
New Shares ("Open Offer Shares") will be issued pursuant to the
Placing and Open Offer, 101,188,632 New Shares ("Firm Placed
Shares") will be issued pursuant to the Firm Placing, and
13,333,333 New Shares ("Offer for Subscription Shares") will be
issued pursuant to the Offer for Subscription.
The Company has received valid acceptances from Qualifying
Shareholders under their basic Open Offer Entitlements in respect
of 18,083,842 New Shares, representing approximately 71.0 % of the
Open Offer Shares. In addition, the Company has received
applications from Qualifying Shareholders under the Excess
Application Facility in respect of 68,198,702 New Shares,
representing approximately 267.7% of the Open Offer Shares.
Accordingly, Qualifying Shareholders who have validly applied for
Open Offer Shares will receive their full Open Offer Entitlement.
As applications under the Excess Application Facility cannot be
satisfied in full, applications for New Shares under the Excess
Application Facility will be scaled back in accordance with the
terms set out in the combined prospectus and circular published by
Ted Baker on 1 June 2020 (the "Prospectus") .
The Firm Placed Shares were not subject to clawback and were not
part of the Placing and Open Offer.
The Company has received valid acceptances in respect of
40,594,931 New Shares under the Offer for Subscription,
representing approximately 304.5% of the Offer for Subscription
Shares. As applications under the Offer for Subscription
significantly exceeded the total number of New Shares available
under the Offer for Subscription, applications will be scaled back
in accordance with the terms set out in the Prospectus.
The Capital Raising remains conditional on the approval of the
Resolutions by Shareholders at the Company's General Meeting to be
held later today (or any adjournment thereof), the satisfaction of
certain conditions in the Sponsor and Underwriting Agreement and
Admission of the New Shares to the Official List of the Financial
Conduct Authority ("FCA") and to trading on the Main Market of the
London Stock Exchange, occurring at or before 8.00 a.m. on 19 June
2020 (or such later date as the Company, Liberum Capital Limited
("Liberum") and Goldman Sachs International ("Goldman Sachs
International" and together with Liberum, the "Banks") may agree,
being not later than 30 June 2020). The Company will announce the
results of the General Meeting as soon as practicable after the
meeting concludes.
Application has been made to the FCA for the New Shares to be
admitted to the premium listing segment of the Official List and to
the London Stock Exchange for the New Shares to be admitted to
trading on its Main Market for listed securities. It is expected
that Admission will become effective, and that dealings in the New
Shares will commence, at 8.00 a.m. on 19 June 2020 (or such later
date as the Company, Liberum and Goldman Sachs International may
agree, being not later than 30 June 2020).
The New Shares will rank pari passu in all respects with the
Existing Shares, including as regards the right to receive all
dividends and other distributions (if any) declared, paid or made
by Ted Baker after Admission. The New Shares (in uncertificated
form) are expected to be credited to CREST accounts on or around
8.00 a.m. on 19 June 2020 and definitive share certificates for the
New Shares are expected to be despatched to certificated
shareholders within 14 days of Admission.
Following Admission, the number of Shares that the Company has
in issue will be 184,586,562. The total number of voting rights of
the Company will be 184,586,562 and this figure 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 Disclosure and
Transparency Rules of the FCA. No shares are held in treasury.
Unless otherwise defined, the terms used in this announcement
shall have the same meaning as set out in the combined prospectus
and circular published by Ted Baker on 1 June 2020 , copies of
which are available on the Company's website at www.tedbakerplc.com
.
This announcement contains inside information for the purposes
of article 7 of EU Regulation 596/2014. The person who arranged the
release of this announcement on behalf of Ted Baker was Peter
Hearsey-Zoubie, Company Secretary.
For further information please contact:
Ted Baker Plc investor.relations@tedbaker.com
Rachel Osborne, Chief Executive Officer
David Wolffe, Chief Financial Officer
Liberum Capital Limited (Sponsor, Joint Global Coordinator, Joint Bookrunner and Tel: +44 (0) 20 3100 2000
Joint Underwriter)
Richard Crawley, Jamie Richards, Jonathan Wilkes-Green, Louis Davies
Goldman Sachs International (Joint Global Coordinator, Joint Bookrunner and Joint Tel: +44 (0) 20 7774 1000
Underwriter)
Jimmy Bastock, Chris Emmerson, Benjamin Holt, Adam Laikin
Blackdown Partners (Independent Adviser to the Board of Ted Baker Plc) Tel: +44 (0) 20 3807 8484
Peter Tracey, Tom Fyson
Tulchan Communications
Michelle Clarke, Jonathan Sibun, Will Palfreyman Tel: +44 (0) 20 73534200
Important Notice :
This announcement has been issued by and is the sole
responsibility of the Company. This announcement is not a
prospectus but an advertisement and investors should not acquire
any Shares except on the basis of the information contained in the
Prospectus published by the Company in connection with the Capital
Raising.
The information contained in this announcement is for background
purposes only, does not purport to be full or complete and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for shares in any jurisdiction. No reliance
may or should be placed by any person for any purpose whatsoever on
the information contained in this announcement or on its accuracy
or completeness. The information in this announcement is subject to
change. No offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for New Shares will be made
in any jurisdiction in which such an offer or solicitation is
unlawful. The information contained in this announcement is not for
release, publication or distribution to persons in the United
States or any other Excluded Territory, and should not be
distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local
securities laws or regulations.
This announcement is not an offer of securities for sale in the
United States. The New Shares have not been and will not be
registered under the U.S. Securities Act of 1933, as amended or
under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, taken up, exercised,
resold, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an
applicable exemption from or in a transaction not subject to the
registration requirements of the U.S. Securities Act of 1933, as
amended 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 Shares in the United States.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Capital
Raising. The price 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 legal,
business, financial or tax advice. Each Shareholder or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
Goldman Sachs International is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority. Liberum is authorised and regulated by the
FCA. Each of the Banks is acting exclusively for the Company and no
one else in connection with the Capital Raising and will not regard
any other person (whether or not a recipient of this announcement)
as a client in relation to the Capital Raising and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients nor for giving
advice in relation to the Capital Raising or any transaction or
arrangement referred to in this announcement.
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
ROIUBAARRKUNAUR
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