TIDMTED TIDMTTM
RNS Number : 1203H
Ted Baker PLC
04 April 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE,
NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
4 April 2022
Ted Baker PLC
Formal Sale Process
On 28 March 2022, the Board of Ted Baker PLC ("Ted Baker" or the
"Company") confirmed that it had received two unsolicited
non-binding proposals from Sycamore Partners Management L.P.
("Sycamore") in relation to a possible cash offer for the entire
issued and to be issued ordinary share capital of the Company. Both
proposals were rejected on the basis that they significantly
undervalued Ted Baker.
Ted Baker has now received an improved proposal from Sycamore.
Since Sycamore's announcement of a possible offer for Ted Baker,
the Company has also received other unsolicited third party bid
interest in relation to the Company.
The Board believes the business is well positioned to create
significant value for shareholders. Ted Baker is a leading global
lifestyle brand and the Company continues to make good progress
with its transformation. Despite the impact of Omicron on the
fourth quarter of the year to 29 January 2022, Ted Baker delivered
group sales growth of 35 per cent. compared with last year, and
trading margin improved strongly demonstrating the progress the
Company is making in re-establishing its premium brand positioning.
Ted Baker has a strong balance sheet, with a net cash position at
year end, and ample liquidity headroom to continue to grow.
As set out in the announcement made on 28 March 2022, the Board
of Ted Baker is focused on maximising value for shareholders. In
view of the interest expressed by potential offerors, and having
consulted its major shareholders, the Board has decided to conduct
an orderly process to establish whether there is a bidder prepared
to offer a value that the Board considers attractive relative to
the standalone prospects of Ted Baker as a listed company.
In this context, the Company has agreed with the UK Takeover
Panel (the "Panel") that any discussions in relation to an offer
for the Company may take place within the context of a formal sale
process (as set out in Note 2 on Rule 2.6 of the Code) to enable
conversations with parties interested in making such a proposal to
take place on a confidential basis. The Panel has granted a
dispensation from the requirements of Rules 2.4(a), 2.4(b) and
2.6(a) of the Code such that any interested party participating in
the formal sale process will not be required to be publicly
identified as a result of this announcement and will not be subject
to the 28 day deadline referred to in Rule 2.6(a), for so long as
they are participating in the formal sale process.
Parties interested in making a proposal should contact Ted
Baker's financial advisers, Evercore and Blackdown Partners, using
the contact details below.
The Company intends to conduct a targeted process, focused on
those parties who understand and value the full potential of this
unique brand. The first phase of the process is expected to be
based on public information only and interested parties will be
invited to submit non-binding indicative offers to Evercore and
Blackdown Partners. It is currently expected that a select number
of parties will be invited to participate in a second phase. Those
parties will be required, at the appropriate time, to enter into a
non-disclosure agreement and standstill arrangement with Ted Baker
on terms satisfactory to the Board of Ted Baker and on the same
terms, in all material respects, as other selected parties. Further
announcements regarding timings for the formal sale process will be
made when appropriate.
The Board of Ted Baker has not yet had any discussions with
Sycamore as to whether it wishes to participate in the formal sale
process. If Sycamore does not confirm an intention to participate
in this process, it will continue to be subject to a deadline of
5.00pm on 15 April 2022 by which it must announce either a firm
intention to make an offer for the Company in accordance with Rule
2.7 of the Code or to announce that it does not intend to make an
offer.
The Board of Ted Baker reserves the right to alter or terminate
the process at any time and in such cases will make an announcement
as appropriate. The Board of Ted Baker also reserves the right to
reject any approach or terminate discussions with any interested
party at any time.
This announcement is being made without the consent of Sycamore.
There can be no certainty that an offer will be made, nor as to the
terms on which any offer will be made.
Enquiries:
Ted Baker PLC
Rachel Osborne, Chief Executive Officer
Marc Dench, Chief Financial Officer
Phil Clark, Investor Relations +44 (0)20 7255 4800
Evercore (Financial Adviser to Ted Baker
)
Ed Banks
Julien Baril +44 (0)20 7653 6000
Blackdown Partners (Financial Adviser to
Ted Baker)
Peter Tracey +44 (0) 203 807
Tom Fyson 8484
Liberum (Joint Broker to Ted Baker)
Richard Crawley +44 (0) 20 3100
Jamie Richards 2000
Panmure (Joint Broker to Ted Baker)
Oliver Cardigan +44 (0) 0207 886
Rupert Dearden 2500
Tulchan Communications
Jonathan Sibun
Jessica Reid +44 (0)20 7353 4200
In accordance with Rule 26.1 of the City Code on Takeovers and
Mergers, a copy of this announcement will, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, be available at
https://www.tedbakerplc.com/investor-relations . The person
responsible for arranging for the release of this announcement on
behalf of Ted Baker is Rishi Sharma, Group General Counsel and
Company Secretary. For the avoidance of doubt, the content of the
website referred to above is not incorporated into and does not
form part of this announcement.
MAR
The information contained within this announcement is considered
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public
domain.
ABOUT TED BAKER
Ted Baker is a global lifestyle brand distributing across five
continents through its three main distribution channels: retail
(including eCommerce); wholesale; and licensing.
Ted Baker has 377 stores and concessions worldwide, comprising
97 in the UK, 81 in Europe, 95 in North America, 95 in the Middle
East, Africa and Asia, and 9 in Australasia.
We offer a wide range of collections including Menswear;
Womenswear; Accessories; Bedding; Childrenswear; Eyewear; Footwear;
Fragrance and Skinwear; Gifting and Stationery; Jewellery;
Lingerie, Underwear and Sleepwear; Luggage; Neckwear; Rugs;
Suiting; Technical Accessories; Towels; Wallcoverings; and
Watches.
OTHER NOTICES
This announcement is not intended to and does not constitute an
offer to buy or the solicitation of an offer to subscribe for or
sell or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction. The release,
publication or distribution of this announcement in whole or in
part, directly or indirectly, in, into or from certain
jurisdictions may be restricted by law and therefore persons in
such jurisdictions should inform themselves about and observe such
restrictions.
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 document. 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 document. 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.
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 possible offer 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 possible offer or any other matters referred to in
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.
DISCLOSURE REQUIREMENTS OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE")
Following Sycamore's announcement on 18 March 2022 pursuant to
Rule 2.4 of the Code, Ted Baker is in an offer period. Under Rule
8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
not later than 3.30 pm (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by not later than 3.30 pm (London time) on the 10(th) business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by not later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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END
OFDBKQBPOBKKPQK
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