TIDMMTC
RNS Number : 7791O
Mothercare PLC
11 February 2021
MOTHERCARE PLC
(incorporated and registered in England and Wales with
registered number 01950509)
APPIX TO SCHEDULE ONE ANNOUNCEMENT
FURTHER INFORMATION RELATING TO MOTHERCARE PLC IN CONNECTION
WITH
THE PROPOSED ADMISSION OF ITS ORDINARY SHARES TO TRADING ON
AIM
This Appendix has been prepared in accordance with the
requirements of Rule 2 of, and Schedule One (including the
Supplement to Schedule One for a quoted applicant) to, the AIM
Rules that, for a quoted applicant, all information that is
equivalent to that required for an 'admission document' which is
not currently public shall be made public. Information which is
public includes, without limitation, all information available in
respect of the Company accessed at the London Stock Exchange
(available at www.londonstockexchange.com ), all information
available in respect of the Company on the FCA's National Storage
Mechanism (available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism ) , all
information available in respect of the Company at the website of
Companies House at www.beta.companieshouse.gov.uk/ , all
information available on the Company's website (
www.mothercareplc.com ) and the contents of this Appendix (together
comprising the "Company's Public Record").
Definitions used in this Appendix are set out on pages 3 -
5.
AIM
AIM is a market designed primarily for emerging or smaller
companies to which a higher investment risk tends to be attached
than to larger or more established companies. AIM securities are
not admitted to the Official List of the FCA.
A prospective investor should be aware of the risks of investing
in such companies and should make the decision to invest only after
careful consideration and, if appropriate, consultation with an
independent financial adviser.
Each AIM company is required pursuant to the AIM Rules to have a
nominated adviser. The nominated adviser is required to make a
declaration to the London Stock Exchange on admission in the form
set out in Schedule Two to the AIM Rules for Nominated
Advisers.
The London Stock Exchange has not itself examined or approved
the contents of this document.
Nominated Adviser and Brokers
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as nominated adviser and joint broker to the Company in connection
with the proposed AIM Admission and will not be responsible to any
person other than the Company for providing the protections
afforded to its customers or for advising any other person on the
contents of this Appendix or in connection with the proposed AIM
Admission. The responsibilities of Numis as the Company's nominated
adviser under the AIM Rules and the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director or to any other person in
respect of such person's decision to acquire shares in the Company
in reliance on any part of this Appendix. Numis does not accept any
responsibility whatsoever for the contents of this Appendix, and no
representation or warranty, express or implied, is made by Numis
with respect to the accuracy or completeness of this Appendix or
any part of it. No representation or warranty, express or implied,
is made by Numis as to any of the contents of this Appendix and
Numis has not authorised the contents of any part of this Appendix
and accepts no liability whatsoever for the accuracy of any
information or opinions contained in this Appendix or for the
omission of any material information from this Appendix for which
the Company and the Directors are solely responsible.
finnCap Ltd. ("finnCap"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as joint broker to the
Company in connection with AIM Admission and will not be
responsible to any person other than the Company for providing the
protections afforded to its customers or for advising any other
person on the contents of this Appendix or in connection with AIM
Admission. finnCap has not authorised the contents of any part of
this Appendix for the purposes of the AIM Rules. finnCap does not
accept any responsibility whatsoever for the contents of this
Appendix, and no representation or warranty, express or implied, is
made by finnCap with respect to the accuracy or completeness of
this Appendix or any part of it.
Responsibility
The Company and the Directors, whose names and functions appear
on page 2 of this Appendix, accept responsibility, individually and
collectively, for the information contained in this Appendix
including individual and collective responsibility for compliance
with the AIM Rules. To the best of the knowledge and belief of the
Directors (having taken all reasonable care to ensure that such is
the case), the information contained in this Appendix, for which
they are responsible, is in accordance with the facts and does not
omit anything likely to affect the import of such information.
DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE, AND
ADVISERS
Directors Clive Whiley (Non-executive
Chairman)
Andrew Cook (Chief Financial
Officer)
Brian Small (Non-executive
Director)
Gillian Kent (Non--executive
Director)
Mark Newton--Jones (Non-executive
Director)
Company Secretary Lynne Medini
Registered Office Mothercare plc
Westside 1
London Road
Hemel Hempstead
Hertfordshire HP3 9TD
+44 (0)1923 241 000
Joint Corporate Broker Numis Securities Limited
and Nominated Adviser The London Stock Exchange
Building
10 Paternoster Square
London
EC4M 7LT
Joint Corporate Broker finnCap Ltd.
One Bartholomew Close
London
EC1A 7BL
Legal Advisers to the DLA Piper UK LLP
Company 160 Aldersgate Street
London
EC1A 4HT
Legal Advisers to the Simmons & Simmons LLP
Nominated Adviser Citypoint
One Ropemaker Street
London
EC2Y 9SS
Auditors and Reporting Grant Thornton UK LLP
Accountant 30 Finsbury Square
London
EC2A 1AG
Registrar Equiniti Limited
Aspect House
Spencer Road
Lancing, West Sussex
BN99 6DA
DEFINITIONS
The definitions set out below apply throughout this document
unless the context requires otherwise.
"1798 Volantis" 1798 Volantis Fund Ltd;
"1798 Small Cap" 1798 Small Cap UK Best Ideas Fund Ltd;
"2018 Prospectus" the Prospectus dated 9 July 2018 published
by the Company in relation to, inter
alia, the placing and open offer of
new Ordinary Shares in the Company
to the premium listing segment of the
Official List and to trading on the
Main Market of the London Stock Exchange;
"2018 Shareholder Loans" shareholder loans from DC Thomson,
Lombard Odier (acting for LMAP Epsilon
and 1798 Volantis) and Blake Holdings,
each of which being convertible into
Ordinary Shares at the option of such
Shareholder and which were approved
by Shareholders at the general meeting
of the Company on 26 July 2018;
"2019 Shareholder Loans" the shareholder loans from Lombard
Odier (acting for 1798 Small Cap and
1798 Volantis) and Blake Holdings,
each of which being convertible to
New Ordinary Shares at the option of
such Shareholder;
"2020 Annual Report the Company's annual report and accounts
& Accounts" for the 52 weeks ended 28 March 2020;
" 2021 Circular " the Circular dated 25 January 2021
published by the Company in relation
to, inter alia, the Delisting, the
CULS, the Warrants, the Waiver and
the AIM Admission;
" 2020 Interim Results the Company's interim results for the
" 26 weeks ended 10 October 2020, announced
on 26 November 2020;
"AIM" AIM, a market operated by the London
Stock Exchange;
"AIM Admission" the admission of the Ordinary Shares
to trading on AIM becoming effective
in accordance with the AIM Rules;
"AIM Rules" the "AIM Rules for Companies", published
by the London Stock Exchange from time
to time;
"Alshaya" the Alshaya Group, the Group's most
significant Franchise Partner;
"Appendix" this document;
"Articles of Association" the articles of association of the
or "Articles" Company, as amended from time to time;
"Blake Holdings" Blake Holdings Limited;
"Board" the board of directors of the Company
from time to time;
"Boots" Boots UK Limited;
"certificated" or "in a share or other security which is
certificated form" not in uncertificated form (that is,
not in CREST);
"Companies Act" the Companies Act 2006, as amended,
modified or re--enacted from time to
time;
"Company" Mothercare plc, a company incorporated
in England and Wales with registered
no. 01950509;
"Company's Public Record" information which is in the public
domain and which includes, without
limitation, all information available
in respect of the Company accessed
at the London Stock Exchange (available
at www.londonstockexchange.com ) ,
all information available in respect
of the Company on the FCA's National
Storage Mechanism (available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
), all information available in respect
of the Company at the website of Companies
House at www.beta.companieshouse.gov.uk/
and all information available on the
Company's website at www.mothercareplc.com
;
"Concert Party" Richard Griffiths, Michael Bretherton,
James Ede-Golightly Blake Holdings
and Serendipity Capital Limited;
"Conversion Shares" up to 189,644,132 new Ordinary Shares
to be issued by the Company pursuant
to the conversion of the Shareholder
Loans into new Ordinary Shares pursuant
to the CULS Arrangement (excluding
any new Ordinary Shares which may be
issued upon exercise of any Warrants);
"Covid-19" the disease caused by a novel strain
of coronavirus;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended
from time to time;
"CULS" the GBP13.5 million convertible unsecured
loans issued pursuant to the Shareholder
Loans;
"CULS Arrangement" the arrangements entered into on 26
November 2020 by the Company with Blake
Holdings, DC Thompson and Lombard Odier
(on behalf of 1798 Volantis, LMAP Epsilon
and 1798 Small Cap) in connection with
the irrevocable commitment to convert
the existing Shareholder Loans into
Ordinary Shares and to enter into Warrants
over an additional 14,999,997 new Ordinary
Shares with the holders of the Shareholder
Loans;
"DB Schemes" the Company's defined benefit pension
schemes being (i) the Mothercare Executive
Pension Scheme; and (ii) the Mothercare
Staff Pension Scheme;
"DC Thomson" DC Thomson & Co Limited;
"Delisting" the proposed cancellation of the listing
of the Company's Ordinary Shares on
the Of cial List and from trading on
the London Stock Exchange's main market
for listed securities;
"Directors" the directors of the Company at the
date of this document and "Director"
means any one of them;
"EBITDA" earnings before taxation, net financing
costs, depreciation and amortisation;
"Equiniti" Equiniti Limited;
"Euroclear" Euroclear UK & Ireland Limited;
"Existing Ordinary Shares" the ordinary shares of 1 pence each
in the capital of the Company;
"FCA" or "Financial the Financial Conduct Authority of
Conduct Authority" the United Kingdom or any successor
body or bodies carrying out the functions
currently carried out by the Financial
Conduct Authority;
"finnCap" finnCap Ltd;
"Franchise Partner" the third parties with whom the Group
has entered into franchise arrangements
to sell its products in territories
other than the UK (including, for the
avoidance of doubt, the Group's joint
venture in Ukraine);
"FSMA" the Financial Services and Markets
Act 2000, as amended;
"GDPR" the EU General Data Protection Regulation
(EU) 2016/679;
"GBB" GB Europe Management Services Limited
;
"General Principles" the principles set out within section
B1 of the Takeover Code;
"Group" the Company together with its subsidiaries
and subsidiary undertakings;
"IFRS" International Financial Reporting Standards
as adopted for use by the EU;
"LMAP Epsilon" LMAP Epsilon Limited;
"Lombard Odier" Lombard Odier Asset Management (USA)
Corp;
"London Stock Exchange" London Stock Exchange plc or its successor(s);
"MGB" Mothercare Global Brand Limited;
"Mothercare" or "the Mothercare plc, a company incorporated
Company" in England and Wales with registered
number 01950509, whose registered office
is at Westside 1, London Road, Hemel
Hempstead, Hertfordshire HP3 9TD;
"Nominated Adviser & the agreement dated 11 February 2021
Broker Agreement" entered into between the Company, the
Directors and Numis, details of which
are set out in paragraph 10.1 of this
Appendix;
"Numis" Numis Securities Limited;
"Official List" the list maintained by the UK Listing
Authority in accordance with section
74(1) of FSMA for the purposes of Part
VI of FSMA;
"Ordinary Shares" ordinary shares of 1 pence each in
the capital of the Company;
"Pounds" or "GBP" or the lawful currency of the United Kingdom;
"pound sterling" or "pounds sterling";
"QCA Code" the corporate governance code for small
and mid-size companies issued by the
Quoted Company Alliance, as amended
from time to time;
"Reference Date" 10 February 2021, the latest practicable
date prior to publication of this document;
"Registrar" Equiniti Limited;
"Registrar of Companies" the Registrar of Companies in England
and Wales;
"Schedule One Announcement" the announcement by the Company pursuant
to Rule 2 and Schedule One to the AIM
Rules to Companies, to which this Appendix
is attached, in connection with AIM
Admission;
"SDRT" stamp duty reserve tax;
"Shareholder Loans" the 2018 Shareholder Loans and the
2019 Shareholder Loans;
"Shareholder(s)" holder(s) of Ordinary Shares;
"subsidiary" has the meaning given in section 1159
of the Companies Act;
"subsidiary undertaking" has the meaning given in section 1162
of the Companies Act;
"Takeover Code" the City Code on Takeovers and Mergers
issued by the Takeover Panel, as amended
from time to time;
"Takeover Panel" the Panel on Takeovers and Mergers;
"uncertificated" or a share or other security recorded
"in uncertificated form" on the relevant register of the share
or security concerned as being held
in uncertificated form in CREST and
title to which by virtue of the CREST
Regulations may be transferred by means
of CREST;
"United Kingdom" or the United Kingdom of Great Britain
"UK" and Northern Ireland;
"Waiver" the waiver granted by the Takeover
Panel (subject to the passing of Resolution
4) in respect of the obligation which
would otherwise arise in respect of
the Concert Party to make a mandatory
general offer pursuant to Rule 9 of
the Takeover Code as a result of the
issue and allotment to it of Conversion
Shares and new Ordinary Shares on exercise
of its Warrants;
"Warrants" the warrants to be issued by the Company
to Blake Holdings, DC Thompson and
Lombard Odier (on behalf of 1798 Volantis,
LMAP Epsilon and 1798 Small Cap) over
an aggregate of 14,999,997 new Ordinary
Shares as part of the CULS Arrangement.
INFORMATION RELATING TO MOTHERCARE PLC
1. INFORMATION AND STATUS ON THE COMPANY
1.1 The Company was incorporated and registered in England and
Wales on 26 September 1985 with registered number 01950509 as a
private limited company with the name '15(th) Legibus plc'. The
Company changed its name to 'Storehouse plc' on 6 December 1985 and
was subsequently re-named 'Mothercare plc' on 3 August 2000.
1.2 The principal legislation under which the Company operates
and which the Existing Ordinary Shares have been, and the new
Ordinary Shares will be, issued is the Companies Act and
regulations made thereunder. The Company is a public limited
company and, accordingly, the liability of its members is limited
to the amount paid up or to be paid up on their shares.
1.3 The Company is domiciled in the United Kingdom.
1.4 The business of the Group and its principal activity is the
operation as a global brand for parents and young children.
Presently and going forwards, the Group's revenue principally
derives from royalties payable on global Franchise Partners retail
sales.
1.5 The legal entity identifier of the Company is 213800ZL6RPV9Z9GFO74 .
1.6 The Company is the holding company for a number of
subsidiaries, and the Group an investor in one joint venture,
details of which are set out in Note 13 (Subsidiaries and joint
ventures) on page 87 of the 2020 Annual Report & Accounts,
which form part of the Company's Public Record. MGB, a wholly-owned
subsidiary of the Company, is a UK company incorporated and
registered in England and Wales and the main trading company within
the Group.
2. SHARE CAPITAL OF THE COMPANY
2.1 The Company does not have any authorised share capital and
does not place any limit on the number of shares which the Company
may issue.
2.2 The issued fully paid up share capital of the Company: (i)
as at the Reference Date ; and (ii) as it is expected to be
following the conversion of the Shareholder Loans in full shortly
after, the date of the AIM Admission, is as set out below:
Number of Ordinary Nominal Amount
Shares
At the date of this 374,192,494 GBP3,741,924.94
Appendix and on Admission
------------------- ----------------
Post AIM Admission 563,836,626 GBP5,638,366.26
following conversion
of the CULS
------------------- ----------------
2.3 In addition, the Company will enter into the Warrants with
the holders of the CULS over an additional aggregate number of
14,999,997 Ordinary Shares (representing 4.01% of the Company's
existing issued share capital).
2.4 All Ordinary Shares in the capital of the Company are
created under the Companies Act, registered and may be held in
either certificated or uncertificated form.
2.5 The ISIN number for the Ordinary Shares is GB0009067447.
2.6 The Directors were given the authority and power to allot
and issue all of the new Ordinary Shares in connection with the
conversion of the Shareholder Loans and the exercise of the
Warrants, pursuant to Resolution 2, Resolution 3 and in respect of
the conversion of Blake Holdings only, Resolution 4 of the
Shareholders of the Company passed on 10 February 2021. Resolution
1 was also passed on 10 February 2021 in connection with the
Delisting and the AIM Admission. The new Ordinary Shares will rank
pari passu in all respects with the Existing Ordinary Shares and
will rank in full for all dividends and other distributions
thereafter declared, made or paid on the ordinary share capital of
the Company.
2.7 The Company's Existing Ordinary Shares are currently
admitted to listing on the FCA's Official List (premium listing
segment) and to trading on the London Stock Exchange's Main Market,
having first been so admitted on 8 January 1986. Application will
be made to the London Stock Exchange for both the Existing Ordinary
Shares and the new Ordinary Shares to be admitted to trading on
AIM. It is expected that admission of the Existing Ordinary Shares
and the new Ordinary Shares will become effective and trading in
the Existing Ordinary Shares and the new Ordinary Shares will
commence on AIM on or around 12 March 2021 and that admission of
the Existing Ordinary Shares to listing on the FCA's Official List
(premium listing segment) and to trading on the London Stock
Exchange's Main Market will simultaneously be cancelled on the same
date. The Existing Ordinary Shares and the new Ordinary Shares will
not be admitted to trading on any other investment exchange.
2.8 As at the Reference Date, no Ordinary Shares were held by or
on behalf of the Company. However, Mothercare Employees' Share
Trustee Limited, held 5,986 Mothercare plc shares in trust on 28
March 2020 (representing 0.0016% of the Company's existing issued
share capital) (30 March 2019: 5,986 shares). A separate trust, the
Mothercare Employee Trust, held 925,342 shares on 28 March 2020
(representing 0.25% of the Company's existing issued share capital)
(30 March 2019: 988,022 shares).
2.9 Save for awards and options granted by the Company under the
share schemes detailed below and the Warrants detailed above, no
person has any rights to purchase the unissued share capital of the
Company.
2.10 Further information on the share capital of the Company is
set out within paragraph 3 (Information on the share capital) of
Part X (Additional Information) of the 2018 Prospectus and in the
Company's Public Record.
3. ARTICLES OF ASSOCIATION
3.1 A summary of the principal provisions of the Articles
(adopted on 18 July 2013 and amended on 26 July 2018) is contained
in paragraph 12 (Summary of the Articles of Association) of Part X
(Additional Information) of the 2018 Prospectus, which forms part
of the Company's Public Record, and which may be accessed at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
3.2 A complete copy of the Articles may be accessed at: www.mothercareplc.com .
4. RISK FACTORS
The following specific risk factors relating to the business and
operations of the Group and to the Ordinary Shares should be
considered carefully in evaluating whether to make an investment in
the Company. An investment in the Company is only suitable for
investors who are capable of evaluating the risks and merits of
such investment and who have sufficient resources to bear any loss
which might result from such investment. If you are in any doubt as
to the action you should take, you should consult a professional
adviser authorised under the FSMA who specialises in advising on
the acquisition of shares and other securities. This summary of
risk factors is not intended to be exhaustive.
4.1 Risks relating to the business and operations of the Group
(i) Liquidity risk
Global trading challenges arising from Covid-19 could result in
the Group not generating the cash as forecasted. Failure to control
cash management and working capital may result in breaches to
banking covenants and a lack of ability to meet the Group's
strategic intentions. The current Covid-19 impact and predicted
global trade decline may continue to impact Franchise Partner sales
and result in a margin and revenue squeeze. A reduced number of
global Franchise Partners could impact revenue available and limit
future growth of the business.
(ii) Dependency on a small number of partners
Since 2019, the Group's partner base has contracted, by design,
by a third resulting in a smaller footprint for MGB. Whilst this
reduction took out some smaller unprofitable partners, the Group
now has a greater reliance on fewer key Franchise Partners, such as
Alshaya and Boots. The success of the Group is directly dependent
upon their success. Any damage to, or loss of, the Group's
relationship with key Franchise Partners could have a material
impact on the success of the MGB franchise model and therefore its
results of operation or financial condition.
(iii) New business model
The UK administration and resulting creation of MGB means that
the business has substantially changed. The new business model and
purpose may not be clear to all partners and potential partners
impacting the Group's ability to grow the business and resulting in
poor financial results. A lack of articulation of the new business
model may result in: (i) a lack of clarity around MGB's purpose and
resultant inability to attract new partners, (ii) reduced profit
and increased international debt, (iii) pricing challenges and/or
(iv) poor buy-in from existing partners impacting long term
profitability of the Group.
(iv) Legacy technology
MGB's dependency on legacy IT systems and potential failure of
or attack on those could result in the loss of the Group's ability
to operate. A failure of the IT infrastructure could result in an
inability to support the global partners to trade effectively. Any
such failure or attack relating to the warehousing systems or
finance systems, especially, would impact operational efficiency of
the Group.
(v) Regulatory and legal
A failure to comply with increasing regulatory requirements by
MGB or any of the Group's partners could result in brand damage,
fines or impact our ability to operate. MGB is reliant on
manufacturers, suppliers and distributors to comply with
employment, environmental and other laws. Increasing regulatory
pressure (GDPR, EUTR, Modern Slavery Act) requires monitoring and
reporting. Should any of the Group's partners (franchise or
manufacturing partners) breach any such regulations damage to our
brand could occur. Security breaches of Franchise Partner customer
data could result in privacy issues (including financial fines) and
a lack of trust in the brand by customers and partners.
(vi) Challenging global economic and political conditions
MGB may be negatively affected by challenging economic
conditions and political developments affecting the international
markets in which it operates. Economic and political uncertainty
enveloping Europe, the Middle East, and those dependant on China
could have a material adverse effect on the Group's business. The
impacts of Covid-19 on global economies, along with rising tensions
could impact the Franchise Partners' ability to operate
successfully, therefore impacting on the Group's revenue.
(vii) Brand, reputation and relationships
As a franchisor, the Group's brand is its main asset. Failure to
create a strong and desirable brand will negatively impact the
Group's ability to operate a successful franchisor model. The
franchisor model is built upon successful relationships with the
Group's partners. Should these be negatively impacted, the model
may not be successful in the longer term. The brand could be
impacted by (i) product failures and/or ineffective management of
product incidents, (ii) public scandals relating to any of the
Group's partners, (iii) inappropriate behaviours and/or (iv) data
breaches. The relationships could also be impacted by global trade
deterioration.
4.2 Financial risks
(i) Foreign currency risk
All International sales to franchisees are invoiced in Pounds
sterling or US dollars. The Group therefore has some currency
exposure on these sales, but they are used to offset or hedge in
part the Group's US dollar denominated product purchases.
(ii) Credit risk
The Group has exposure to credit risk inherent in its trade
receivables. The Group has no significant concentration of credit
risk. The Group operates effective credit control procedures in
order to minimise exposure to overdue debts. Before accepting any
new trade customer, the Group obtains a credit check from an
external agency to assess the credit quality of the potential
customer and then sets credit limits on a customer by customer
basis. IFRS 9 'Financial Instruments' has been applied such that
receivables balances are held net of a provision calculated using a
risk matrix, taking micro and macro-economic factors into
consideration.
4.3 Risks relating to the Ordinary Shares
(i) The price of the Ordinary Shares may fluctuate
The value of an investment in the Ordinary Shares may go down as
well as up. The price of the Ordinary Shares may fall in response
to a range of external factors including the results of the Group,
appointments to and resignations from the board of directors and
executive management team, speculation in the market regarding the
Group's business or other events affecting the Group and general
stock market conditions. In addition, significant sales of Ordinary
Shares by major Shareholders, could have a material adverse effect
on the market price of Ordinary Shares as a whole.
(ii) Dilution of shareholding in the Company
The conversion of the CULS and the exercise of the Warrants
will, and any future non pre-emptive issue of shares will further,
dilute the holdings of Shareholders and could adversely affect the
market price of Ordinary Shares.
(iii) There is no guarantee that the Company will pay dividends
The Company has not paid dividends on the Ordinary Shares since
3 February 2012 and may not be able to declare and pay any
dividends in the future. Under the agreement reached with the
Pension Protection Fund, the Company will also have to make cash
payments to the pension schemes if the Company makes divided
payments to its Shareholders.
(iv) Investment in AIM securities
An investment in companies whose shares are traded on AIM is
perceived to involve a higher degree of risk and be less liquid
than an investment in companies whose shares are listed on the
Official List. AIM is a market designed primarily for emerging or
smaller companies. An investment in the Ordinary Shares may be
difficult to realise. Existing and prospective investors should be
aware that the value of an investment in the Company may go down as
well as up and that the market price of the Ordinary Shares may not
reflect the underlying value of the Company. Investors may realise
less than their investment. Further, a quotation on AIM will afford
shareholders a lower level of regulatory protection than that
afforded to shareholders in a company with its shares listed on the
premium segment of the Official List.
5. INformation on directors
5.1 As at the date of this Appendix and immediately following
AIM Admission becoming effective in accordance with the AIM Rules,
the interests (including related financial products as defined in
the AIM Rules) of the Directors (including persons connected with
the Directors within the meaning of section 252 of the Companies
Act and any member of the Director's family (as defined in the AIM
Rules)) in the issued share capital of the Company are as
follows:
Director Legally LTIP awards STIP deferred SAYE (unvested)
owned Ordinary (unvested) shares (unvested)
Shares
Executive Director
Andrew Cook 862,375 3,299,601 N/A 180,000
Non--executive
Directors
Clive Whiley 1,225,890 774,110 N/A Nil
Brian Small Nil N/A N/A N/A
Gillian Kent Nil N/A N/A N/A
Mark Newton-Jones 2,796,710 752,486 Nil Nil
5.2 Save as stated above:
(i) none of the Directors (nor any person connected with any of
them within the meaning of section 252 of the Companies Act) has
any interest, whether beneficial or non-beneficial, in the share or
loan capital in the Company or any company in the Group or in any
related financial product (as defined in the AIM Rules) referenced
to the Ordinary Shares;
(ii) there are no outstanding loans granted or guarantees
provided by any member of the Group to or for the benefit of the
Directors or provided by any Director to any member of the
Group;
(iii) none of the Directors has any interest, direct or
indirect, in any assets which have been or are proposed to be
acquired or disposed of by, or leased to, any member of the
Group;
(iv) none of the Directors has any option or warrant to
subscribe for any shares in the Company; and
(v) none of the Directors has any interest, direct or indirect,
in any contract or arrangement which is or was unusual in its
nature or conditions or significant to the business of the Group
taken as a whole, which were effected by any member of the Group
and which remains in any respect outstanding or unperformed.
5.3 The Directors hold, or have during the five years preceding
the date of this Appendix held, the following directorships or
partnerships:
Director Age Current Directorships/Partnerships Past Directorships/Partnerships
Clive Whiley 60 Dignity plc Grand Harbour Marina
Y-Lee Limited plc
China Venture Capital Camper & Nicholsons
Management Limited Marina Investments
First China Venture Limited
Capital Limited Stanley Gibbons Group
plc
Mallett Inc
Evolution Securities
China Limited
Evolution Securities
Asia Limited
Dreweatts 1759 Limited
--- ---------------------------------- -------------------------------
Andrew Cook 57 Stanley Gibbons Group
Stanley Gibbons Limited
A.H.Baldwin & Sons
Limited
Baldwin's of St James's
Limited
Stanley Gibbons Finance
Limited
Stanley Gibbons (Guernsey)
Ltd
Dreweatts 1759 Limited
Orchard & Shipman
Group Limited
Kiosk Limited
--- ---------------------------------- -------------------------------
Mark Newton-Jones 53 INGKA Holding B.V. Boohoo.com plc
Concentric Team Technology
I Founder Partner LLP
Pockit Limited
--- ---------------------------------- -------------------------------
Gillian Kent 57 NAHL Group plc Coull Limited
Ascential Plc Pendragon Plc
Howsy Limited
Theo Topco Limited
Portswigger Ltd
SIG plc
Dignity plc
--- ---------------------------------- -------------------------------
Brian Small 64 Pendragon plc DDD Investments Limited
Pendragon Finance and Peter Werth Limited
Insurance Services First Sport Limited
Limited Athleisure Limited
Retail Trust (Trustee Sonneti Fashions Limited
Director) JD Sports Fashion
plc
Allsports.co.uk Limited
R.D. Scott Limited
J D Sports Limited
The John David Group
Limited
Focus Group Holdings
Limited
Focus Sports and Leisure
International Limited
Focus Equipment Limited
Focus Brands Limited
Focus International
Limited
Allsports (Retail)
Limited
Varsity Kit Limited
Pink Soda Limited
Nicholas Deakins Ltd.
KGR Rugby Limited
Duffer of St George
Limited
Nanny State Limited
Kukri Sports Ltd.
Marathon Sports Limited
Kukri GB Limited
Blacks Outdoor Retail
Limited
Millets Limited
Source Lab Limited
Tessuti Retail Limited
Prima Designer Limited
Tessuti Limited
Tessuti Group Limited
Blue Retail Ltd
Premium Fashion Limited
Onetruesaxon Limited
Henleys Clothing Limited
Cloggs Online Limited
Ark Fashion Limited
Open Fashion Limited
Topgrade Sportswear
Limited
Size? Limited
Activinstinct Holdings
Limited
Activinstinct Ltd
Millet Sports Limited
JD Sports Gyms Limited
Alpine Group (Scotland)
Limited
George Fisher Limited
The Alpine Group Limited
The Alpine Store Limited
Graham Tiso Limited
Alpine Bikes Limited
Tiso Group Limited
Sundown Limited
George Fisher Holdings
Limited
Exclusive Footwear
Limited
Ultimate Outdoors
Limited
Mainline Menswear
Limited
Mainline Menswear
Holdings Limited
Oswald Bailey Limited
Hip Store Limited
Topgrade Trading Limited
Getthelabel.com Limited
Topgrade Sportswear
Holdings Limited
Footpatrol London
2002 Limited
The JD Foundation
--- ---------------------------------- -------------------------------
JD Sports Active Limited
Aspecto Holdings Limited
Aspecto Trading Limited
Simon & Simon Fashion
Limited
Infinities Retail
Group Holdings Limited
Infinities Retail
Group Limited
Clothingsites Holdings
Limited
Clothingsites.co.uk
Limited
Touchwood Sports Limited
Gol Realisations Limited
C.C.C. (Wholesale
Leisure) Limited
CCCOutdoors Limited
Outdoorclearance Company
Limited
Gol Realisations Holdings
Limited
Mitchell's Practical
Campers Limited
C.C.C. (Camping &
Caravan Centre) Limited
Go Explore Consulting
Limited
Go Outdoors Fishing
Limited
I R G Bury Limited
IRG Denton Limited
IRG Warrington Limited
IRG Blackburn Limited
IRG Chesterfield Limited
IRG Bradford Limited
IRG Stoke Limited
I R G Stockport Limited
IRG Derby Limited
IRG Altrincham Limited
IRG Birkenhead Ltd
Castlebrook Management
Company Limited
JD Sports Gyms Acquisitions
Limited
Dantra Limited
Old Brown Bag Clothing
Limited
Genesis Finco Limited
Choice Limited
Choice 33 Limited
Dapper (Scarborough
Limited)
Planet Fear Limited
Peter Storm Limited
Fly53 Limited
JD Sports Fashion
Distribution Limited
Jog Shop Limited
------------------ --- ---------------------------------- -------------------------------
5.4 Save as referred to in paragraphs 5.5 and 5.6 below, none of the Directors has:
(i) any unspent convictions relating to indictable offences;
(ii) had a bankruptcy order made against them or entered into
any individual voluntary arrangements;
(iii) been a director of a company which has been placed in
receivership, compulsory liquidation, creditors' voluntary
liquidation or administration or entered into a company voluntary
arrangement or any composition or arrangement with its creditors
generally or any class of its creditors whilst they were a director
of that company at the time of, or within the twelve months
preceding, such events;
(iv) been a partner of a firm which has been placed in
compulsory liquidation or administration or which has entered into
a partnership voluntary arrangement whilst they were a partner of
that firm at the time of, or within twelve months preceding, such
events;
(v) had any asset belonging to them placed in receivership or
been a partner of a partnership any of whose assets have been
placed in receivership whilst they were a partner at the time of,
or within twelve months preceding, such receivership; or
(vi) been publicly criticised by any statutory or regulatory
authority (including any recognised professional body) or been
disqualified by a court from acting as a director of a company or
from acting in the management or conduct of the affairs of any
company.
5.5 Andrew Cook was a director of Stanley Gibbons (Guernsey) Ltd
when it went into administration on 21 November 2017. Andrew
resigned on 29 March 2019 and the company moved into liquidation on
2 April 2019.
5.6 Mark Newton-Jones was a director of Mothercare UK Limited
when it went into administration on 5 November 2019.
6. major shareholders
6.1 The names and shareholdings in the Company held by
'significant shareholders' (being persons holding 3% or more of the
Ordinary Shares in the Company), with such shareholdings expressed
as a percentage of the Company's issued share capital both before
and upon AIM Admission are set out in the Schedule One
Announcement.
6.2 As at the date of this Appendix, no major shareholder has
any different voting rights to the other holders of ordinary shares
in the capital of the Company.
6.3 The Company is not aware of any person or persons who,
directly or indirectly, jointly or severally, exercise(s) or could
exercise control of the Company or any arrangements the operation
of which may, at a subsequent date, result in a change in the
control of the Company.
7. COMpany's financial information
7.1 The Group's audited consolidated financial statements
included in the Group's 2020 Annual Report and Accounts, the
Group's Annual Report and Accounts for FY 2018/19 and the Group's
Annual Report and Accounts for FY 2017/18, respectively, together
with the audit reports thereon, are incorporated by reference into
this document. The Group's audited consolidated financial
statements for FY 2019/20, FY 2018/2019 and FY 2017/18 were
prepared in accordance with IFRS. The Group's unaudited interim
results for the 28 week period ended 10 October 2020, which contain
comparative statements for the same period in the prior financial
year, are also incorporated by reference into this document. These
documents are all available from the Company's website at
www.mothercareplc.com:
Reference document Information incorporated by Page number
reference in the reference
documents
Mothercare plc interim
results for the 28
week period ended
10 October 2020
Condensed Consolidated Income Page 5
Statement
Condensed Consolidated Statement Pages 5
of Comprehensive Income to 6
Condensed Consolidated Balance Page 6
Sheet
Condensed Consolidated Statement Pages 6
of Changes in Equity to 7
Condensed Consolidated Cash Pages 7
Flow Statement to 8
Notes to the Condensed Consolidated Pages 8
Financial Statements to 14
Mothercare plc Annual Audited Remuneration Information Pages 39
Reports and Accounts Independent Auditors' Report to 44
for the 52 week period Consolidated Income Statement Pages 55
ended 28 March 2020 Consolidated Statement of Comprehensive to 60
Income Page 61
Consolidated Statement of Balance Page 62
Sheet Page 63
Consolidated Statement of changes Page 64
in Equity Page 65
Consolidated Cash Flow Statement Pages 66
Notes to Consolidated Financial to 113
Statements
Mothercare plc Annual
Report and Accounts
for 53 week period Pages 53
ended 30 March 2019 Audited Remuneration Information to 70
Independent Auditors' Report Pages 73
Consolidated Income Statement to 83
Page 84
Consolidated Statement of Comprehensive Page 85
Income
Consolidated Statement of Balance Page 86
Sheet
Consolidated Statement of Changes Page 87
in Equity
Consolidated Cash Flow Statement Page 88
Notes to the Consolidated Financial Pages 89
Statements to 135
Mothercare plc Annual
Report and Accounts
for 52 week period Pages 59
ended 24 March 2018 Audited Remuneration Information to 63
Independent Auditors' Report Pages 81
Consolidated Income Statement to 89
Page 90
Consolidated Statement of Comprehensive Page 91
Income
Consolidated Statement of Balance Page 92
Sheet
Consolidated Statement of Changes Page 93
in Equity
Consolidated Cash Flow Statement Page 94
Notes to the Consolidated Financial Pages 95
Statements to 130
7.2 Grant Thornton UK LLP of 30 Finsbury Square, London EC2A 1AG
are the current auditors of the Company. Deloitte LLP of 1 New
Street Square, London EC4A 3HQ were the auditors for the Company up
to the financial period to 30 March 2019.
8. dividend policy
8.1 The Board's dividend policy was most recently stated on page
6 in the Chairman's Statement contained in the 2020 Annual Report
& Accounts which forms part of the Company's Public Record: "
The Company has not paid a dividend since 3 February 2012. The
Directors do not expect to pay dividends until the business is
returned to a sustainable and stable financial footing. The
Directors understand the importance of optimising value for
Shareholders and it is the Directors' intention to return to paying
a dividend as soon as this is possible under the Company's
agreements with GBB and the pension trustees and as soon as the
Directors believe it is financially prudent for the Group to do
so".
8.2 Under the terms of the agreement reached with the trustees
of the DB Schemes as to revised deficit payments for the next five
years, the Company and MGB will pay additional contributions to the
DB Schemes if the Company resumes the payment of dividends to
shareholders.
9. litigation and arbitration
Neither the Company nor any member of the Group is, nor has it
been at any time during the 12 months immediately preceding the
date of this Appendix, involved in any governmental, legal or
arbitration proceedings, which may have, or have had in the recent
past, a significant effect on the Company's and/or the Group's
financial position or profitability and there are no such
proceedings of which the Company is aware which are pending or
threatened.
10. material contracts
Save as set out in the Company's Public Record, the following
are all of the contracts (not being contracts entered into in the
ordinary course of business) that have been entered into by the
Group in the two years prior to the date of this Appendix and are,
or may be, material to the Group or have been entered into by any
member of the Group at any time and contain obligations or
entitlements which are, or may be, material to the Group, in each
case as at the date of this Appendix:
10.1 Nominated Adviser and Broker Agreement
On 11 February 2021, the Company entered into an agreement with
Numis under which Numis agreed to act as nominated adviser and
joint corporate broker to the Company, as required by the AIM Rules
for Companies. Following Admission the Nominated Adviser and Broker
Agreement is terminable by either party on one months' notice and
Numis will be entitled to terminate the agreement in certain
customary circumstances, including if there has been a material
breach by the Company of its obligations under the agreement or if
the Ordinary Shares cease to be admitted to trading on AIM. The
Company has given customary undertakings, warranties and
indemnities to Numis.
11. corporate governance
11.1 Up to the date of this Appendix, the recognised corporate
governance code that the Board has been applying is the UK
Corporate Governance Code. As set out in the Corporate Governance
Report on pages 24 - 28 of the 2020 Annual Report & Accounts,
the Directors consider that the Group complied with those
provisions of the UK Corporate Governance Code throughout the 52
week period ended on 28 March 2020.
11.2 The recognised corporate governance code that the Board
will comply with following the AIM Admission is the QCA Code.
12. the takeover code and the companies act
12.1 Mandatory takeover bids
(i) The Takeover Code applies to all takeover and merger
transactions in relation to the Company and operates principally to
ensure that shareholders are treated fairly and are not denied an
opportunity to decide on the merits of a takeover and that
shareholders of the same class are afforded equivalent treatment.
The Takeover Code provides an orderly framework within which
takeovers are conducted and the Takeover Panel has now been placed
on a statutory footing.
(ii) The Takeover Code is based upon a number of General
Principles which are essentially statements of standards of
commercial behaviour. General Principle One states that all holders
of securities of an offeree company of the same class must be
afforded equivalent treatment and if a person acquires control of a
company, the other holders of securities must be protected. This is
reinforced by Rule 9 of the Takeover Code which requires a person,
together with persons acting in concert with him, who acquires
shares carrying voting rights which amount to 30 per cent. or more
of the voting rights to make a general offer. "Voting rights" for
these purposes means all the voting rights attributable to the
share capital of a company which are currently exercisable at a
general meeting. A general offer will also be required where a
person who, together with persons acting in concert with him, holds
not less than 30 per cent. but not more than 50 per cent. of the
voting rights, acquires additional shares which increase his
percentage of the voting rights. Unless the Takeover Panel
consents, the offer must be made to all other shareholders, be in
cash (or have a cash alternative) and cannot be conditional on
anything other than the securing of acceptances which will result
in the offeror and persons acting in concert with him holding
shares carrying more than 50 per cent. of the voting rights.
(iii) There are not in existence any current mandatory takeover
bids in relation to the Company.
12.2 Squeeze out
(i) Section 979 of the Companies Act provides that if, within
certain time limits, an offer is made for the share capital of the
Company, the offeror is entitled to acquire compulsorily any
remaining shares if it has, by virtue of acceptances of the offer,
acquired or unconditionally contracted to acquire not less than 90
per cent. in value of the shares to which the offer relates and in
a case where the shares to which the offer relates are voting
shares, not less than 90 per cent. of the voting rights carried by
those shares. The offeror would effect the compulsory acquisition
by sending a notice to outstanding shareholders telling them that
it will compulsorily acquire their shares and then, six weeks from
the date of the notice, pay the consideration for the shares to the
Company to hold on trust for the outstanding shareholders. The
consideration offered to shareholders whose shares are compulsorily
acquired under the Companies Act must, in general, be the same as
the consideration available under the takeover offer.
12.3 Sell out
(i) Section 983 of the Companies Act permits a minority
shareholder to require an offeror to acquire its shares if the
offeror has acquired or contracted to acquire shares in the Company
which amount to not less than 90 per cent. in value of all the
voting shares in the Company and carry not less than 90 per cent.
of the voting rights. Certain time limits apply to this
entitlement. If a shareholder exercises its rights under these
provisions the offeror is bound to acquire those shares on the
terms of the offer or on such other terms as may be agreed.
13. uk taxation
The following summary is intended as a general guide only for
Shareholders who are UK tax resident as to their tax position under
current UK tax legislation and HMRC practice as at the date of this
Appendix. Such law and practice (including, without limitation,
rates of tax) is in principle subject to change at any time.
The Company is at the date of this Appendix resident for tax
purposes in the United Kingdom and the following is based on that
status.
This summary is not a complete and exhaustive analysis of all
the potential UK tax consequences for holders of Ordinary Shares.
It addresses certain limited aspects of the UK taxation position
applicable to shareholders resident and domiciled for tax purposes
in the United Kingdom (except in so far as express reference is
made to the treatment of non-UK residents) and who are absolute
beneficial owners of their Ordinary Shares (as applicable) and who
hold their Ordinary Shares as an investment and not as party to an
arrangement that would produce a return that is economically
equivalent to interest or which has the main purpose, or one of the
main purposes, the obtaining of a tax advantage. This summary does
not address the position of certain classes of shareholders who
(together with associates) have a 10 per cent. or greater interest
in the Company, or, such as dealers in securities, market makers,
brokers, intermediaries, collective investment schemes, pension
funds, charities or UK insurance companies or whose shares are held
under a self-invested personal pension or an individual savings
account or are 'employment related securities' as defined in
section 421B of the Income Tax (Earnings and Pensions) Act
2003.
Any person who is in any doubt as to his tax position or who is
subject to taxation in a jurisdiction other than the United Kingdom
should consult his or her professional advisers immediately as to
the taxation consequences of his or her ownership and disposition
of Ordinary Shares.
This summary is based on current United Kingdom tax legislation.
Shareholders should be aware that future legislative,
administrative and judicial changes could affect the taxation
consequences described below.
13.1 Taxation of Dividends
Under current UK taxation legislation, there is no UK
withholding tax on dividends, including cases where dividends are
paid to a shareholder who is not resident (for tax purposes) in the
United Kingdom.
UK tax resident and domiciled or deemed domiciled individual
shareholders
All dividends received from the Company by an individual
shareholder who is resident and domiciled (or deemed domiciled) in
the UK will, except to the extent that they are earned through an
ISA, self-invested pension plan or other regime which exempts the
dividend from tax, form part of the shareholder's total income for
income tax purposes and will represent the highest part of that
income.
A nil rate of income tax applies to the first GBP2,000 of
dividend income received by an individual shareholder in a tax year
(the "Nil Rate Amount"), regardless of what tax rate would
otherwise apply to that dividend income. If an individual receives
dividends in excess of this allowance in a tax year, the excess
will be taxed at 7.5 per cent. (for individuals not liable to tax
at a rate above the basic rate), 32.5 per cent. (for individuals
subject to the higher rate of income tax) and 38.1 per cent. (for
individuals subject to the additional rate of income tax) for
2020/21.
To the extent that total income exceeds any remaining standard
rate band (maximum GBP1,000), trustees of discretionary trusts
receiving dividends from shares are liable to account for income
tax at the dividend trust rate, currently 38.1 per cent (a rate of
7.5 per cent applies to dividend income within the standard rate
band). Trustees do not qualify for the GBP2,000 dividend allowance
available to individuals. This is a complex area and trustees of
such trusts should consult their own tax advisers.
UK pension funds and charities are generally exempt from tax on
dividends which they receive.
Corporate shareholders within the charge to UK corporation
tax
Shareholders within the charge to UK corporation tax which are
'small companies' for the purposes of Chapter 2 of Part 9A of the
Corporation Tax Act 2009 will generally not be subject to UK
corporation tax on any dividend received provided certain
conditions are met (including an anti-avoidance condition).
A UK resident corporate shareholder (which is not a 'small
company' for the purposes of the UK taxation of dividends
legislation in Part 9A of the Corporation Tax Act 2009) will be
liable to UK corporation tax (currently at a rate of 19 per cent as
from 1 April 2020) unless the dividend falls within one of the
exempt classes set out in Part 9A. Examples of exempt classes (as
defined in Chapter 3 of Part 9A of the Corporation Tax Act 2009)
include dividends paid on shares that are 'ordinary shares' (that
is shares that do not carry any present or future preferential
right to dividends or to the Company's assets on its winding up)
and which are not 'redeemable', and dividends paid to a person
holding less than 10 per cent. of the issued share capital of the
payer (or any class of that share capital in respect of which the
distribution is made). However, the exemptions are not
comprehensive and are subject to various conditions and
anti-avoidance rules.
Non-resident shareholders
Non-UK resident corporate shareholders are not generally subject
to UK tax on dividend receipts.
Non-UK resident individual shareholders who receive a dividend
from the Company are treated as having paid UK income tax on their
dividend income at the dividend ordinary rate (7.5 per cent.). Such
income tax will not be repayable to a non-UK resident individual
shareholder. A non-UK resident individual shareholder is not
generally subject to further UK tax on dividend receipts.
Non-UK resident shareholders may however be subject to taxation
on dividend income under local law, in their country or
jurisdiction of residence and/or citizenship. Non-UK resident
shareholders should consult their own tax advisers in respect of
the application of such provisions, their liabilities on dividend
payments and/or what relief or credit may be claimed in the
jurisdiction in which they are resident.
13.2 Taxation of Chargeable Gains
Individual Shareholders
If an individual shareholder is within the charge to UK capital
gains tax, a disposal (or deemed disposal) of all or some of his or
her Ordinary Shares may give rise to a chargeable gain or an
allowable loss for the purposes of capital gains tax, depending on
his or her circumstances. The rate of capital gains tax on disposal
of shares is 10 per cent. (2020/2021) for individuals who are
subject to income tax at the basic rate and 20 per cent.
(2020/2021) for individuals who are subject to income tax at the
higher or additional rates. An individual shareholder is entitled
to realise an annual exempt amount (GBP12,300 from 6 April
2020).
Corporate Shareholders
For a corporate shareholder within the charge to UK corporation
tax, a disposal (or deemed disposal) of Ordinary Shares may give
rise to a chargeable gain at the rate of corporation tax applicable
to that shareholder (currently 19 per cent) or an allowable loss
for the purposes of UK corporation tax. Indexation allowance may
reduce the amount of chargeable gain that is subject to corporation
tax by increasing the chargeable gains tax base cost of an asset in
accordance with the rise in the retail prices index from the month
of acquisition up to 31 December 2017. Indexation allowance is
currently 'frozen' so that it does not increase the chargeable
gains tax base cost for any period from 1 January 2018 onwards,
even if the date of disposal occurs at a later point in time.
Non-resident shareholders
A shareholder who is not resident in the United Kingdom for tax
purposes, but who carries on a trade, profession or vocation in the
United Kingdom through a permanent establishment (where the
shareholder is a company) or through a branch or agency (where the
shareholder is not a company) and has used, held or acquired the
Ordinary Shares for the purposes of such trade, profession or
vocation or such permanent establishment, branch or agency (as
appropriate) may be subject to UK tax on capital gains on the
disposal of Ordinary Shares.
In addition, holders of Ordinary Shares who are individuals and
who dispose of Ordinary Shares while they are temporarily
non-resident may be treated as disposing of them in the tax year in
which they again become resident in the United Kingdom.
13.3 Inheritance Tax
Individual and trustee Shareholders domiciled or deemed to be
domiciled in any part of the United Kingdom may be liable on
occasions to inheritance tax ("IHT") on the value of any Ordinary
Shares held by them. Under current law, the primary occasions on
which IHT is charged are on the death of the Shareholder, on any
gifts made during the seven years prior to the death of the
Shareholder (which will also be brought into account when
calculating the IHT on the death of the Shareholder), and on
certain lifetime transfers, including transfers to trusts or
appointments out of trusts to beneficiaries, save in very limited
and exceptional circumstances.
However, a relief from IHT known as business property relief
("BPR") may apply to ordinary shares or preference shares in
unlisted trading companies once these have been held with such
status for two years by the Shareholder. This relief may apply
notwithstanding that a company's shares will be admitted to trading
on AIM (although it does not apply to companies whose shares are
listed on the Official List, which was the case for the Ordinary
Shares prior to admission to AIM). BPR operates by reducing the
value of shares by 100 per cent. for IHT purposes which means that
there will be no IHT to pay.
Shareholders should consult an appropriate professional adviser
if they intend to make a gift of any kind or intend to hold any
Ordinary Shares through trust arrangements. They should also seek
professional advice in a situation where there is a potential for a
double charge to UK IHT and an equivalent tax in another
country.
13.4 Stamp Duty and Stamp Duty Reserve Tax ("SDRT")
Neither UK stamp duty nor SDRT should arise on transfers of
Ordinary Shares on AIM (including instruments transferring Ordinary
Shares and agreements to transfer Ordinary Shares) based on the
following assumptions:
(i) the Ordinary Shares are admitted to trading on AIM, but are
not listed on any market (with the term 'listed' being construed in
accordance with section 99A of the Finance Act 1986), and this has
been certified to Euroclear; and
(ii) AIM continues to be accepted as a 'recognised growth
market' (as construed in accordance with section 99A of the Finance
Act 1986). In the event that either of the above assumptions does
not apply, stamp duty or SDRT may apply to transfers of Ordinary
Shares in certain circumstances, at the rate of 0.5 per cent. of
the amount or value of the consideration (rounded up in the case of
stamp duty to the nearest GBP5).
13.5 AIM
Companies whose shares trade on AIM are deemed unlisted for the
purposes of certain areas of UK taxation. Following the AIM
Admission, Ordinary Shares held by individuals for at least two
years from the AIM Admission may qualify for more generous
exemptions from inheritance tax on death or in relation to lifetime
transfers of those Ordinary Shares. Shareholders should consult
their own professional advisers on whether an investment in an AIM
security is suitable for them, or whether the tax benefit referred
to above may be available to them.
The comments set out above are intended only as a general guide
to the current tax position in the United Kingdom at the date of
this Appendix. The rates and basis of taxation can change and will
be dependent on a shareholder's personal circumstances.
Neither the Company nor its advisers warrant in any way the tax
position outlined above which, in any event, is subject to changes
in the relevant legislation and its interpretation and
application.
14. related party transactions
14.1 Details of related party transactions are set out in note
34 to the 2020 Annual Report & Accounts, in note 32 to the
Company's annual report & accounts for the 53 weeks ended 30
March 2019 and in note 30 to the Company's annual report &
accounts for the 52 weeks ended 24 March 2018.
15. investments
15.1 Details of related party transactions are set out in note 3
to the company financial statements within the 2020 Annual Report
& Accounts, in note 3 to the company financial statements
within the Company's annual report & accounts for the 53 weeks
ended 30 March 2019 and in note 3 to the company financial
statements within the Company's annual report & accounts for
the 52 weeks ended 24 March 2018.
16. EMPLOYEES
16.1 For the 52 week period ending 28 March 2020, the average
monthly number of full and part-time employees throughout the Group
in respect of continuing operations, including executive directors,
was 210 employees in UK stores, 189 employees in head office and 9
employees overseas.
17. general
17.1 Numis has given and not withdrawn its written consent to
the issue of this Appendix with the inclusion of its name and
references to it in the form and context in which it is
included.
17.2 finnCap has given and not withdrawn its written consent to
the issue of this Appendix with the inclusion of its name and
references to it in the form and context in which it is
included.
17.3 No public takeover bids have been made by third parties in
respect of the Company's issued share capital during the 52 weeks
accounting period ended 28 March 2020 or during the current
accounting period up to the date of this Appendix.
17.4 There are no environmental issues that affect the Group's
utilisation of its tangible fixed assets.
17.5 Save as disclosed in the Company's Public Record (including
the 2020 Interim Results and the 2021 Circular), the Directors are
not aware of any known trends, uncertainties, demands, commitments
or events that are reasonably likely to have a material effect on
the Company's prospects for at least the current financial
year.
11 February 2021
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END
MSCUAVBRANUUARR
(END) Dow Jones Newswires
February 11, 2021 03:00 ET (08:00 GMT)
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