TIDMTED
RNS Number : 6045O
Ted Baker PLC
02 June 2020
2 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 SHARES. NOTHING IN THIS ANNOUNCEMENT
SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE CAPITAL
RAISING. NEITHER THIS COMMUNICATION NOR ANY PART OF IT SHALL FORM
THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN
INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. ANY
DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR
OTHERWISE DISPOSE OF SHARES MUST BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE ON THE WEBSITE
OF TED BAKER PLC AT WWW.TEDBAKERPLC.COM.
Ted Baker Plc (the "Company")
Publication of Prospectus
Further to the announcement by the Company on 1 June 2020
regarding its intention to raise approximately GBP95 million in
gross proceeds (approximately GBP90 million in net proceeds) by way
of a fully underwritten Placing and Open Offer and Firm Placing and
up to a further approximately GBP10 million in gross proceeds (up
to approximately GBP9.6 million in net proceeds) by way of an Offer
for Subscription which is not underwritten (the Offer for
Subscription, together with the Placing and Open Offer and Firm
Placing, the "Capital Raising"), the Company announces that the
combined prospectus and circular (the "Prospectus") regarding the
Placing and Open Offer, Firm Placing and Offer for Subscription and
the Disposal has been approved by the Financial Conduct Authority.
The Prospectus contains a notice convening a general meeting to be
held at The Ugly Brown Building, 6a St Pancras Way, London NW1 0TB
on 18 June 2020 and shareholders will shortly be sent a copy of the
Prospectus or notification of the availability of the Prospectus.
The Prospectus is not, subject to certain exceptions, available
(whether through the Company's website or otherwise) to
shareholders in the United States or any of the Excluded
Territories.
The Prospectus containing full details of the Placing and Open
Offer, Firm Placing and Offer for Subscription and the Disposal is
available on the Company's website ( www.tedbakerplc.com ) . The
Prospectus will be submitted to the National Storage Mechanism and
will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
All capitalised terms in this announcement but not defined
herein have the meaning given to them in the Prospectus, unless
otherwise defined herein.
For further information please contact:
Ted Baker Plc investor.relations@tedbaker.com
Peter Hearsey-Zoubie, Company Secretary
Liberum Capital Limited (Sponsor, Joint Global Coordinator, Joint Bookrunner and Tel: +44 (0) 20 3100 2000
Joint Underwriter)
Richard Crawley, Jamie Richards, Jonathan Wilkes-Green, Louis Davies
Goldman Sachs International (Joint Global Coordinator, Joint Bookrunner and Joint Tel: +44 (0) 20 7774 1000
Underwriter)
Jimmy Bastock, Chris Emmerson, Benjamin Holt, Adam Laikin
Blackdown Partners (Independent Adviser to the Board of Ted Baker Plc) Tel: +44 (0) 20 3807 8484
Peter Tracey, Tom Fyson
Tulchan Communications
Michelle Clarke, Jonathan Sibun, Will Palfreyman Tel: +44 (0) 20 7353 4200
Link Asset Services (Registrar and Receiving Agent) Tel: +44 (0) 371 664 0321
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 and
does not purport to be full or complete. 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.
Copies of the Prospectus are available on the Company's website
at www.tedbakerplc.com provided that the Prospectus is not, subject
to certain exceptions, available (through the website or otherwise)
to Shareholders in the United States or any other Excluded
Territory. Neither the content of the Company's website nor any
website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this announcement. The
Prospectus provides further details of the New Shares being offered
pursuant to the Capital Raising.
This announcement is for information purposes only 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 offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for New Shares will be made in any
jurisdiction in which such an offer or solicitation is unlawful.
The information contained in this announcement is not for release,
publication or distribution to persons in the United States or any
other Excluded Territory, and should not be distributed, forwarded
to or transmitted in or into any jurisdiction, where to do so might
constitute a violation of local securities laws or regulations.
This announcement is not an offer of securities for sale in the
United States. The New Shares, the Application Forms and the Offer
for Subscription Application Forms have not been and will not be
registered under the Securities Act 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, into or within the United
States except pursuant to an applicable exemption from or in a
transaction not subject to the registration requirements of the
Securities Act 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. In particular, subject to
certain exceptions, this announcement, the Prospectus and the
Application Forms and Offer for Subscription Application Forms
should not be distributed, forwarded to or transmitted in or into
the United States or any other Excluded Territory.
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.
This announcement contains forward-looking statements that are
based on current expectations or beliefs, as well as assumptions
about future events. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could", "is
confident", or other words of similar meaning. Undue reliance
should not be placed on any such statements because they speak only
as at the date of this document and, by their very nature, they are
subject to known and unknown risks and uncertainties and can be
affected by other factors that could cause actual results, and the
Company's plans and objectives, to differ materially from those
expressed or implied in the forward-looking statements .
There are a number of factors which could cause actual results
to differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are: the impact of the coronavirus
pandemic, increased competition, the loss of or damage to one or
more key customer relationships, changes to customer purchasing
patterns, delays or restrictions in the supply of products, the
failure of one or more key suppliers, the outcome of business or
industry restructuring, the outcome of any litigation, changes in
economic conditions, currency fluctuations, changes in interest and
tax rates, changes in raw material prices, changes in laws,
regulations or regulatory policies, developments in legal or public
policy doctrines, technological developments, the failure to retain
key management, or the key timing and success of future acquisition
opportunities or major investment projects .
None of the Company, Goldman Sachs International ("Goldman
Sachs") or Liberum Capital Limited ("Liberum" and, together with
Goldman Sachs, the "Banks") are under any obligation to update or
revise publicly any forward-looking statement contained within this
announcement, whether as a result of new information, future events
or otherwise, other than in accordance with their legal or
regulatory obligations (including under the Listing Rules, the
Disclosure and Transparency Rules, the Prospectus Regulation Rules
and the Market Abuse Regulation).
Notice to all investors
Goldman Sachs is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation
Authority. Liberum Capital Limited is authorised and regulated by
the FCA. Each of the Banks is acting exclusively for the Company
and no one else in connection with the Capital Raising and will not
regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Capital Raising and
will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor
for giving advice in relation to the Capital Raising or any
transaction or arrangement referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Banks by the FSMA or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of
the Banks, nor any of their respective affiliates, directors,
officers, employees or advisers, accepts any responsibility
whatsoever for, or makes any representation or warranty, express or
implied, as to, the contents of this announcement, including its
accuracy, completeness or verification, or for any other statement
made or purported to be made by it, or on its behalf, by the
Company, the Directors or any other person, in connection with the
Company or the Shares or the Capital Raising or Disposal and
nothing contained in this announcement is or shall be relied upon
as a promise or representation in this respect, whether as to the
past or future. Each of the Banks and their respective affiliates,
directors, officers, employees or advisers each accordingly
disclaims all and any liability whether arising in tort, contract
or otherwise which they might otherwise have in respect of this
announcement or any such statement. No representation or warranty
express or implied, is made by any of the Banks or any of their
respective affiliates, directors, officers, employees or advisers
as to the accuracy, completeness or sufficiency of the information
set out in this announcement.
No person has been authorised to give any information or to make
any representations other than those contained in this
announcement, the Prospectus, the Application Forms and the Offer
for Subscription Application Forms, and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company, Goldman Sachs or Liberum. Subject to the
Listing Rules, the Prospectus Rules and the Transparency Rules of
the Financial Conduct Authority and the Disclosure Requirements (as
such term is defined in the Listing Rules), the issue of this
announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date of this announcement or that the information
in it is correct as at any subsequent date.
Goldman Sachs and Liberum and their respective affiliates,
directors, officers, employees or advisers, acting as investors for
their own accounts, may, in accordance with applicable legal and
regulatory provisions and subject to the Sponsor and Underwriting
Agreement, engage in transactions in relation to the Shares or
related instruments for their own account in connection with the
Capital Raising or otherwise. Accordingly, references in the
Prospectus to the Shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or
dealing by, Goldman Sachs, Liberum and any of their respective
affiliates acting as investors for their own accounts. Except as
required by applicable law or regulation, Goldman Sachs and Liberum
do not propose to make any public disclosure in relation to such
transactions.
Ted Baker Plc
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
PDIUPUGGQUPUPUG
(END) Dow Jones Newswires
June 02, 2020 02:00 ET (06:00 GMT)
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