TIDMTED
RNS Number : 5994O
Ted Baker PLC
01 June 2020
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, THE
COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND POSSESSIONS, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF THE SHARES. NOTHING IN THIS ANNOUNCEMENT
SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE PLACING AND
FIRM PLACING. NEITHER THIS COMMUNICATION NOR ANY PART OF IT SHALL
FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN
INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. ANY
DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR
OTHERWISE DISPOSE OF THE NEW SHARES MUST BE MADE ONLY ON THE BASIS
OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO
THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL SHORTLY BE AVAILABLE
ON THE WEBSITE OF TED BAKER PLC AT WWW.TEDBAKERPLC.COM .
1 June 2020
Ted Baker Plc
("Ted Baker" or the "Company")
Results of Placing and Firm Placing
Ted Baker is pleased to announce the results of its accelerated
bookbuild.
Subject to, inter alia, the Resolutions being passed at the
General Meeting which is expected to be convened to be held on or
around 18 June 2020, in aggregate, 126,666,667 New Shares are to be
issued pursuant to the Firm Placing and the Placing and Open Offer,
at an Offer Price of 75 pence per New Share, raising gross proceeds
of approximately GBP95 million (approximately GBP90 million net of
expenses).
The Offer Price of 75 pence per New Share represents a discount
of 51.1 per cent. to the Closing Price of 153 pence per Ordinary
Share on 29 May 2020 (being the last Business Day before the
announcement of the Capital Raising).
The 126,666,667 New Shares to be issued pursuant to the Firm
Placing and the Placing and Open Offer will result in the issued
share capital of the Company increasing by approximately 284.1 per
cent. Shareholders who do not, or are not permitted to, acquire the
New Shares will be diluted by 74.0 per cent. (excluding the impact
of the Offer for Subscription) or 75.8 per cent. (assuming full
take up under the Offer for Subscription and no options granted
under the Share Schemes are exercised between 19 May 2020 (being
the latest practicable date prior to the publication of this
announcement) and the issue of the New Shares).
The New Shares will rank pari passu in all other respects with
the Ordinary Shares currently in issue.
Placing and Open Offer
The Company is proposing to issue 25,478,035 New Shares by way
of a Placing and Open Offer, representing 14.9 per cent. of the
enlarged issued share capital of the Company immediately following
admission (excluding the impact of the Offer for Subscription, 13.8
per cent. assuming full take up under the Offer for
Subscription).
Liberum and Goldman Sachs International, as agents of the
Company, have made arrangements to conditionally place the Open
Offer Shares with institutional investors at the Offer Price. The
Open Offer Shares will be subject to clawback to satisfy valid
applications by Qualifying Shareholders under the Open Offer.
Subject to the waiver or satisfaction of the conditions and the
Sponsor and Underwriting Agreement not having been terminated in
accordance with its terms, any Open Offer Shares not subscribed for
under the Open Offer will be issued to Placees procured by Liberum
and Goldman Sachs International.
Open Offer Entitlements
Qualifying Shareholders will have the opportunity under the Open
Offer to subscribe for New Shares, payable in full on application
and free of expenses, pro rata to their existing shareholdings, on
the following basis:
4 Open Offer Shares at 75 pence per Open Offer Share for every 7
Existing Shares
held and registered in their name at the Record Date and so on
in proportion to any other number of Shares then held, rounded down
to the nearest whole number of Open Offer Shares.
Qualifying non-CREST Shareholders will receive an Application
Form with the Prospectus which sets out their basic entitlement to
Open Offer Shares as shown by the number of Open Offer Entitlements
offered to them. Qualifying CREST Shareholders will receive a
credit to their appropriate stock accounts in CREST in respect of
their Open Offer Entitlements on 2 June 2020. Qualifying
Shareholders with holdings of Existing Shares in both certificated
and uncertificated form will be treated as having separate holdings
for the purpose of calculating their entitlements under the Open
Offer. Qualifying Shareholders are also being offered the
opportunity to subscribe for New Shares in excess of their Open
Offer entitlements pursuant to an Excess Application Facility.
Further details of the Firm Placing and the Placing and Open
Offer will be contained in the Prospectus to be sent to
shareholders on or around 1 June 2020.
Firm Placing
The Company is proposing to issue 101,188,632 New Shares through
the Firm Placing, representing 59.1 per cent. of the enlarged
issued share capital of the Company immediately following admission
(excluding the impact of the Offer for Subscription, 54.8 per cent.
assuming full take up under the Offer for Subscription).
Liberum and Goldman Sachs International, as agents of the
Company, have made arrangements to conditionally place the Firm
Placing Shares with institutional investors at the Offer Price. The
Firm Placed Shares are not subject to clawback and are not part of
the Placing and Open Offer. The Firm Placing is subject to the same
conditions as the Placing and Open Offer.
Offer for Subscription
Up to 13,333,333 New Shares are available under the Offer for
Subscription at the Offer Price to allow interested parties an
opportunity to subscribe for New Shares. The Offer for Subscription
will open on 2 June 2020 and the New Shares will be issued at the
Offer Price. Any New Shares issued pursuant to the Offer for
Subscription will be in addition to the Placing and Open Offer and
Firm Placing. The Offer for Subscription is expected to close on 17
June 2020 . The Offer for Subscription is not underwritten.
Financial effects of the Capital Raising
Shareholders who take up their pro rata Open Offer Entitlements
in full will suffer 59.1 per cent. dilution to their interests in
the Company as a result of the Firm Placing (assuming no options
granted under the Share Schemes are exercised between 19 May 2020
(being the latest practicable date prior to the publication of this
announcement) and the issue of New Shares)). Up to 13,333,333 New
Shares will be issued at a price of 75 pence per New Share pursuant
to the Offer for Subscription. Shareholders who do not, or are not
permitted to, acquire the New Shares will be diluted by 74.0 per
cent. (excluding the impact of the Offer for Subscription) or 75.8
per cent. (assuming full take up under the Offer for Subscription
and no options granted under the Share Schemes are exercised
between 19 May 2020 (being the latest practicable date prior to the
publication of this announcement) and the issue of New Shares)
following the Capital Raising.
General Meeting
The Capital Raising will be conditional upon, amongst other
things, certain Resolutions being passed at the General Meeting of
the Company which is expected to take place on 18 June 2020.
A further announcement will be made in due course confirming the
publication of the Prospectus relating to the Capital Raising which
will include notice of the General Meeting. Shareholders will
receive forms of proxy for voting on the Resolutions to be proposed
at the General Meeting and Shareholders who hold their Existing
Shares in certificated form will also receive application forms in
respect of their Open Offer Entitlements.
Directors' Participations
The only Director that holds Existing Shares currently is Andrew
Jennings. Each of Rachel Osborne, David Wolffe, Helena Feltham and
Jonathan Kempster have agreed to subscribe for the New Shares in
the amount of GBP25,000 each, Sharon Baylay has agreed to subscribe
for the New Shares in the amount of GBP50,000, and John Barton has
agreed to subscribe for New Shares in the Amount of GBP100,000.
Andrew Jennings, who holds 5,005 Existing Shares, representing 0.01
per cent. of the Company's existing issued share capital as at 19
May 2020 (being the last practicable date prior to the publication
of this announcement), has (i) committed to participate in full in
the Open Offer in respect of the New Shares to which he is
entitled; and (ii) given an irrevocable undertaking approving the
Disposal and undertaking to vote his Existing Shares in favour of
the Resolutions. In addition, Andrew Jennings has agreed to
subscribe for New Shares pursuant to a direct subscription
agreement with the Company, for a total investment (including under
the Open Offer) of GBP25,000.
The only Senior Manager that holds Existing Shares currently is
Phil Clark. Ari Hoffman has agreed to subscribe for New Shares in
the amount of GBP25,000. Tikki Godley, also known as Victoria
Singleton, has agreed to subscribe for New Shares in the amount of
GBP15,000 and Peter Collyer has agreed to subscribe for New Shares
in the amount of GBP10,000. Phil Clark, who holds 198 Existing
Shares, representing 0.00 per cent. of the Company's existing
issued ordinary share capital as at 19 May 2020 (being the last
practicable date prior to the publication of this announcement),
has (i) committed to participate in full in the Open Offer in
respect of the New Shares to which he is entitled; and (ii) given
an irrevocable undertaking approving the Disposal and undertaking
to vote his Existing Shares in favour of the Resolutions. In
addition, Phil Clark has agreed to subscribe for New Shares
pursuant to a direct subscription agreement with the Company, for a
total investment (including under the Open Offer) of GBP10,000.
Irrevocable Undertakings and Letters of Intent
Ray Kelvin (the "Principal Shareholder"), who holds 15,540,280
Existing Shares, representing 34.85 per cent. of the Company's
existing issued share capital as at 19 May 2020 (being the last
practicable date prior to the publication of this announcement),
has, on behalf of himself and any other registered holder of his
Shares, given an irrevocable undertaking approving the Disposal and
undertaking to vote his Existing Shares in favour of the
Resolutions, aside from the resolution to approve his own related
party transaction.
Further to the announcement of the Firm Placing and Placing and
Open Offer by the Company earlier today, Ted Baker has subsequently
received a further letter of intent from Threadneedle Asset
Management Limited confirming that it intends to vote 4,316,552
Existing Shares representing 9.68 per cent. of the Company's
existing issued share capital, in favour of the Disposal and the
Capital Raising at the General Meeting. In summary, Toscafund Asset
Management LLP, Threadneedle Asset Management Limited and Schroders
Investment Management have each given a letter of intent confirming
that they intend to vote, in aggregate, 12,870,076 Existing Shares,
representing 28.87 per cent. of the Company's existing issued share
capital as at 19 May 2020 (being the last practicable date prior to
the publication of this announcement), in favour of the Disposal
and the Capital Raising at the General Meeting, aside from, in the
case of Toscafund Asset Management LLP and Threadneedle Asset
Management Limited, the resolution to approve their own related
party transaction.
Related Party Transactions
The Principal Shareholder, who holds 15,540,280 Existing Shares
(representing 34.85 per cent of the Company's issued ordinary share
capital as at 19 May 2020 (being the last practicable date prior to
the publication of this announcement)), has agreed to acquire up to
4,666,667 New Shares in the Firm Placing and the Placing (subject
to clawback to satisfy valid applications under the Open Offer),
resulting in the Principal Shareholder being interested in not more
than 15.8 per cent. of the enlarged issued share capital of the
Company immediately following completion of the Capital Raising
(assuming full take up under the Offer for Subscription and no
options granted under the Share Schemes are exercised between 19
May 2020 (being the latest practicable date prior to the
publication of this announcement) and the issue of the New
Shares).
Toscafund Asset Management LLP, which holds 6,412,776 Existing
Shares (representing 14.38 per cent. of the Company's issued
ordinary share capital as at 19 May 2020 (being the last
practicable date prior to the publication of this announcement)),
has agreed to acquire up to 38,666,667 New Shares in the Firm
Placing and the Placing (subject to clawback to satisfy valid
applications under the Open Offer), resulting in Toscafund Asset
Management LLP being interested in not more than 26.4 per cent. of
the enlarged issued share capital of the Company immediately
following completion of the Capital Raising (assuming full take up
under the Offer for Subscription and no options granted under the
Share Schemes are exercised between 19 May 2020 (being the latest
practicable date prior to the publication of this announcement) and
the issue of the New Shares).
Threadneedle Asset Management Limited, which holds 4,802,509
Existing Shares (representing 10.77 per cent. of the Company's
issued ordinary share capital as at 19 May 2020 (being the last
practicable date prior to the publication of this announcement)),
has agreed to acquire up to 13,642,000 New Shares in the Firm
Placing and the Placing (subject to clawback to satisfy valid
applications under the Open Offer), resulting in Threadneedle Asset
Management Limited being interested in not more than 11.5 per cent.
of the enlarged issued share capital of the Company immediately
following completion of the Capital Raising (assuming full take up
under the Offer for Subscription and no options granted under the
Share Schemes are exercised between 19 May 2020 (being the latest
practicable date prior to the publication of this announcement) and
the issue of the New Shares).
As a consequence of the current interest of each of the
Principal Shareholder, Toscafund Asset Management LLP and
Threadneedle Asset Management Limited in the Company, each of their
proposed participations in the Placing and Open Offer and Firm
Placing is a related party transaction for the purposes of Chapter
11 of the Listing Rules and such transactions require the prior
approval of independent Shareholders. None of the Principal
Shareholder, Toscafund Asset Management LLP and Threadneedle Asset
Management Limited are entitled to vote, and each has either
undertaken to take all reasonable steps to ensure that it and its
associates will abstain from voting or will appoint the Chair who
will abstain from voting, on the resolution to approve its own
related party transaction at the General Meeting.
Expected Timetable of Principal Events
Each of the times and dates in the table below is indicative
only and may be subject to change. Please read the notes for this
timetable set out below
2020
Record Date for entitlements under the Open Offer................................. close of business on 28 May
Announcement of the Capital Raising............................................. 7.00 a.m. on 1 June
Publication of the Prospectus, Application Form, Offer for Subscription Application
Form and
Proxy Forms............................ 1 June
Ex entitlement date for the Open Offer........................................... 1 June
Announcement of the results of the Firm Placing through a Regulatory Information
Service...................................................... 1 June
Offer for Subscription opens......................................................... 2 June
Open Offer Entitlements and Excess Open Offer Entitlements enabled in CREST and
credited to
stock accounts of Qualifying CREST Shareholders in
CREST..................................................... 2 June
Recommended latest time for requesting withdrawal of
Open Offer Entitlements and Excess Open Offer Entitlements from CREST
.......................................................................................
. 4.30 p.m. on 11 June
Latest time and date for depositing Open Offer Entitlements and Excess Open Offer
Entitlements
into CREST.................................. 3.00 p.m. on 12 June
Latest time and date for splitting of Application Forms (to satisfy bona fide market
claims
only)......................................................... 3.00 p.m. on 15 June
Latest time and date for receipt of Forms of Proxy or electronic proxy
appointments...................................................................... 11.00 a.m. on 16 June
Record date for voting at the General Meeting................................ 16 June
Latest time and date for receipt of completed Application Forms and payment in full
under
the Open Offer or settlement of relevant CREST instructions (as
appropriate)............................... 11.00 a.m. on 17 June
Latest time and date for receipt of completed Offer for Subscription Application Forms
and
payment in full under the Offer for
Subscription.................................................................. 11.00 a.m. on 17 June
Announcement of the results of the Placing and Open Offer and Offer for Subscription
through
a Regulatory Information Service..... 18 June
General Meeting
........................................................................... 11.00 a.m. on 18 June
Results of General Meeting announced through a Regulatory Information
Service....................................................................... 18 June
Admission and commencement of dealings in the New Shares... By 8.00 a.m. on 19 June
CREST Members' accounts credited in respect of New Shares in uncertificated
form........................................................................ From 8.00 a.m. on 19 June
Expected despatch of definitive share certificates for New Shares in certificated
form........................................................................ Within 14 days of Admission
Notes
1. Each of the times and dates set out in the above timetable
and mentioned in this announcement is subject to change by the
Company (with the agreement of Liberum and Goldman Sachs
International, in certain instances), in which event details of the
new times and dates will be notified to the FCA and, where
appropriate, to Shareholders.
2. Any reference to a time in this announcement is to the time
in London, United Kingdom, unless otherwise stated.
3. The ability to participate in the Placing and Open Offer and
the Offer for Subscription are subject to certain restrictions
relating to Shareholders with registered addresses or located or
resident in countries outside the United Kingdom.
Capitalised terms used but not defined in this announcement have
the same meaning as set out in the announcement of the Firm Placing
and Placing and Open Offer released by the Company earlier
today.
This announcement contains inside information for the purposes
of article 7 of EU Regulation 596/2014. The person who arranged the
release of this announcement on behalf of Ted Baker was Peter
Hearsey-Zoubie, Company Secretary.
For further information:
Ted Baker Plc investor.relations@tedbaker.com
Rachel Osborne, Chief Executive Officer
David Wolffe, Chief Financial Officer
Liberum (Sponsor, Joint Global Coordinator, Joint Bookrunner and Joint Underwriter) Tel: +44 (0) 20 3100 2000
Richard Crawley, Jamie Richards, Jonathan Wilkes-Green, Louis Davies
Goldman Sachs International (Joint Global Coordinator, Joint Bookrunner and Joint Tel: +44 (0) 20 7774 1000
Underwriter)
Jimmy Bastock, Chris Emmerson, Benjamin Holt, Adam Laikin
Blackdown Partners (Independent Adviser to the Board of Ted Baker PLC) Tel: +44 (0) 20 3807 8484
Peter Tracey, Tom Fyson
Tulchan Communications
Michelle Clarke, Jonathan Sibun, Will Palfreyman Tel: +44 (0) 20 73534200
Important Notice:
This announcement has been issued by and is the sole
responsibility of the Company. This announcement is not a
prospectus but an advertisement and investors should not acquire
any Shares referred to in this announcement except on the basis of
the information contained in the Prospectus to be published by the
Company in connection with the Capital Raising.
The information contained in this announcement is for background
purposes only, does not purport to be full or complete and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for shares in any jurisdiction. No reliance
may or should be placed by any person for any purpose whatsoever on
the information contained in this announcement or on its accuracy
or completeness. The information in this announcement is subject to
change. No offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for New Shares will be made
in any jurisdiction in which such an offer or solicitation is
unlawful. The information contained in this announcement is not for
release, publication or distribution to persons in the United
States or any other Excluded Territory, and should not be
distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local
securities laws or regulations.
This announcement is not an offer of securities for sale in the
United States. The shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within
the United States except pursuant to an applicable exemption from
or in a transaction not subject to the registration requirements of
the U.S. Securities Act of 1933, as amended and in compliance with
any applicable securities laws of any state or other jurisdiction
of the United States. There will be no public offer of the Shares
in the United States.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Capital
Raising. The price and value of securities can go down as well as
up. Past performance is not a guide to future performance. The
contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each Shareholder or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
Goldman Sachs International is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority. Liberum is authorised and regulated by the
FCA. Each of the Joint Bookrunners is acting exclusively for the
Company and no one else in connection with the Capital Raising and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Capital Raising
and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor
for giving advice in relation to the Capital Raising or any
transaction or arrangement referred to in this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIUPUUUQUPUGMG
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June 01, 2020 13:01 ET (17:01 GMT)
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