Boohoo Regulatory News (BOO)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN AUSTRALIA, CANADA, JAPAN, JERSEY, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR THE UNITED STATES OR IN TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SHARES OR OTHER SECURITIES OF BOOHOO GROUP PLC IN JERSEY OR ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Proposed secondary placing of ordinary shares in boohoo group plc

Zeus Capital Limited ("Zeus Capital") and Jefferies International Limited ("Jefferies") (together, the "Joint Global Co-Ordinators") announce that they have been advised by Mahmud Kamani and Carol Kane (the "Selling Shareholders") that they intend to sell up to 35,000,000 and 15,000,000 ordinary shares respectively (the "Placing Shares") in boohoo group plc ("boohoo", or the "Company") (AIM: BOO). Mahmud Kamani is the Group Co-Founder and Group Executive Chairman of boohoo, and Carol Kane is the Group Co-Founder and Executive Director of boohoo. The Placing Shares will be sold via an accelerated bookbuild placing to institutional investors (the "Placing").

Zeus Capital and Jefferies, each acting as joint global co-ordinator and bookrunner, have entered into a block trade agreement ("Block Trade Agreement") with the Selling Shareholders. Boohoo is not a party to the Block Trade Agreement and will not receive any proceeds from the Placing.

The Placing Shares represent up to c. 4.3 per cent. of the issued share capital of boohoo.

Assuming that all of the Placing Shares are sold, the Selling Shareholders would continue to have an interest (in aggregate) in 184,010,301 ordinary shares in the Company, representing approximately 15.8 per cent. of the Company's issued share capital, as per the table below:

The final number of Placing Shares to be placed and the price at which the Placing Shares are to be placed will be agreed by Zeus Capital, Jefferies and the Selling Shareholders at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing for the close of the bookbuild process will be at the absolute discretion of the Joint Global Co-ordinators.

Assuming the Placing Shares are in aggregate 50 million ordinary shares, the Selling Shareholders have agreed that, following completion of the Placing, they will not, without the Company's and Joint Global Co-ordinators' prior written consent, dispose of further ordinary shares in the Company for a period of 18 months (subject to certain customary exceptions).

The books for the Placing will open with immediate effect.

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Important information

This announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice.

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States of America, its territories and possessions, any state of the United States and the District of Columbia (the "United States"), Australia, Canada, Japan, Jersey or South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese, Jersey or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions.

This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold into the United States, except pursuant to an applicable exemption from such registration requirements. No public offering is being made in the United States.

The Placing is a private placing involving a limited number of institutional and other investors. Accordingly, no prospectus will be issued by the Selling Shareholders within the meaning of the Companies (Jersey) Law 1991, as amended, and the consent of the Jersey Registrar of Companies will not be sought or obtained, in connection with the Placing.

Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement, nor any part of it, nor the fact of its distribution, 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.

Zeus Capital and Jefferies are each authorised and regulated by the FCA. Each of the Joint Global Co-ordinators is acting for the Selling Shareholders only in connection with the Placing and no one else, and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to clients of the Joint Global Co-ordinators nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

This announcement has been issued by the Joint Global Co-ordinators on behalf of the Selling Shareholders and is the sole responsibility of the Selling Shareholders apart from the responsibilities and liabilities, if any, that may be imposed on Zeus Capital or Jefferies by the Financial Services and Markets Act 2000. Neither Zeus Capital nor Jefferies accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Selling Shareholders or on the Selling Shareholders' behalf or on Zeus Capital's or Jefferies' behalf, in connection with the Selling Shareholders or the Placing, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each of Zeus Capital and Jefferies accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement and any such statement.