MUL Mulberry Group Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ("THIS ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHEREIN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF MULBERRY GROUP PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN MULBERRY GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.  NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF MULBERRY GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

30 September 2024

Mulberry Group plc

Retail Offer to raise up to £750,000

Introduction

Mulberry Group plc (AIM: MUL) (the "Company", "Mulberry" or, together with its subsidiary undertakings, the "Group"), the British sustainable luxury brand, is pleased to announce a conditional retail offer for up to 750,000 new ordinary shares of five pence each ("Ordinary Shares") in the capital of the Company (the "Retail Offer Shares") via RetailBook (the "Retail  Offer") at an issue price of 100 pence per new Ordinary Share (the "Issue Price"). The Issue Price represents a discount of 14.9 per cent to the closing middle market price of 117.5 pence per Ordinary Share on 27 September 2024, the last practicable date prior to this Announcement and a discount of 6.1 per cent to the weighted average price of 106.5 pence per Ordinary Share over the three months ended 27 September 2024.  

The Retail Offer is available to existing Mulberry shareholders only.

The Company also announced earlier today its audited results for the 52 weeks ended 30 March 2024 and a subscription for 10,000,000 new Ordinary Shares at the Issue Price by Challice Limited, the majority shareholder of Mulberry (the "Subscription") (which includes a right of clawback by certain major shareholders of the Company on a pro rata basis) to raise gross proceeds of £10 million. Together, the Subscription and the Retail Offer comprise the "Capital Raising".

For the avoidance of doubt, the Retail Offer is not part of the Subscription.

The Retail Offer is conditional upon, amongst other things, the new Ordinary Shares to be issued pursuant to the Retail Offer and the Subscription being admitted to trading on AIM, a market operated by London Stock Exchange plc ("Admission"). Admission is expected to take place at 8.00 a.m. on 9 October 2024. The Retail Offer will not be completed without the Subscription also being completed.

Reason for the Retail Offer

The Company values its retail shareholder base and believes that it is in the best interests of its shareholders as well as wider stakeholders, to provide its existing retail shareholders in the United Kingdom, with the opportunity to participate in the Capital Raising through the Retail Offer.

The Company will use the net proceeds of the Capital Raising to strengthen the Group's balance sheet and provide financial flexibility to support plans being developed by Andrea Baldo, the new Chief Executive Officer and the management team to return the business to profitability and drive future growth.

The Retail Offer is open to eligible Mulberry shareholders in the United Kingdom following the release of this Announcement. The Retail Offer is expected to close at 4.30 p.m. on 4 October 2024 and may close earlier at the discretion of the Company or if it is oversubscribed.

Mulberry shareholders can participate through RetailBook's partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. Participating partners include:

·    AJ Bell;

·    Hargreaves Lansdown; and

·    interactive investor

Applications for new Ordinary Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process and any relevant fees or charges.

The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

Eligibility for the Retail Offer

The Retail Offer is available to existing shareholders of Mulberry only. To be eligible to participate in the Retail Offer, applicants must be a customer of a participating intermediary and, as at the date hereof, must be a shareholder in the Company. Mulberry shareholders who subscribe under the Subscription are not eligible for the Retail Offer.

Eligible investors wishing to subscribe for Retail Offer Shares should contact their investment platform, retail broker or wealth manager to confirm if they are participating in the Retail Offer.

There is a minimum subscription of £50 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges. Note, no commission will be charged to investors by RetailBook in connection with the Retail Offer.

The Company reserves the right to scale back any order under the Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is important to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

It is a term of the Retail Offer that the aggregate value of the Retail Offer Shares available for subscription at the Offer Price does not exceed £750,000.

Investors should make their own investigations into the merits of an investment in the Company and should also note that the Retail Offer will remain open alongside a live share price and the market price of the Ordinary Shares may be less than the Issue Price. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of your investment in the Company and any income from it is not guaranteed and can go down as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than the amount originally invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

The person responsible for arranging the release of this announcement on behalf of the Company is Charles Anderson, a director of the Company.

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Enquiries:

Further information on the Company can be found on its website at www.mulberry.com.

Important Notices

This announcement has been prepared by, and is the sole responsibility of, the Company.

The Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA"), or for approval of the same by the FCA. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this Announcement and information that has been published by or on behalf of the Company prior to the date of this Announcement by notification to a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States")), Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The Retail Offer 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 applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the Retail Offer Shares is being made in the United States. The Retail Offer Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Retail Offer Shares in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

RetailBook is a proprietary technology platform owned and operated by Retail Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG; FRN 994238). Retail Book Limited ("RetailBook") is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Retail Book expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the FCA, London Stock Exchange plc or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of RetailBook or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. RetailBook and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

It is further noted that the Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).