Boohoo Regulatory News (BOO)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN BOOHOO.COM 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 BOOHOO.COM PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

boohoo.com plc ("boohoo" or the "Group") - trading update for the 3 months to 31 May 2017

"boohoo is a leader in the fashion eCommerce market"

Highlights for the three months ended 31 May 2017

Group

· Revenue £120.1 million, up 106% (2016: £58.2 million)

· Like-for-like(1) revenue growth of 78%

· Gross margin 54.2 % (2016: 56%)

· Strong balance sheet with net cash of £74 million (2016: £61 million)

boohoo

· Revenue £86.4 million, up 48% (44% CER(2))

o UK up 41%, rest of Europe up 44% (33% CER), USA up 97% (83% CER), rest of world up 50% (34% CER)

· Gross margin 53.9%, down 230 bps, driven by planned investments in the customer proposition (retail gross margin 56.3% (2016: 57.6%))

· 5.2 million active customers(3), up 24% on prior year

PrettyLittleThing

· Revenue £30.7 million (2016: like-for-like(4) £7.6 million, up 305%)

· Gross margin 53.8% (2016: like-for-like(4) 57.3%)

· 1.6 million active customers, up 146% on prior year

Nasty Gal

· Revenue £2.9 million

· Gross margin 69.9%

Joint Chief Executives Mahmud Kamani and Carol Kane commented:

"Our performance in the first quarter has been very encouraging across all brands and geographic regions. While it is early in the financial year, boohoo continues to perform well and PrettyLittleThing delivered exceptionally strong revenue growth in the first quarter as it continues to expand its young female customer base. Nasty Gal has made a promising start since we acquired the brand, with revenues growing strongly month-on-month, as we increased the product range.

Across the Group, the combination of broadening product ranges, strong brand image, competitive prices and good customer service continues to drive sales momentum, whilst the inclusion of our new brands is proving the potential of our multi-brand strategy in delivering strong Group revenue growth.

boohoo has successfully migrated the majority of its English language markets on to a new website platform, which is improving its speed and functionality. Additional office space adjacent to the Manchester head office, accommodating both Nasty Gal and boohoo functions, is on schedule for occupation in July. PrettyLittleThing has added to its people talent base with a number of new appointments to execute its growth strategy.

Warehousing

As previously announced, the construction of the second warehouse extension at our Burnley site is under way and is expected to be complete in early 2018, adding 900,000 square feet of storage to the existing 996,000 square feet. This will provide sufficient capacity for a £1 billion net sales operation.

The growth rates of the Group's brands are accelerating the need for more warehouse capacity. Consequently, the Group announces today plans to construct a new automated super-site of over 600,000 square feet, which will provide boohoo with over £2 billion of net sales capacity, in addition to the £1 billion net sales being provided by the extended Burnley site. The land acquisition of the new site, together with the construction, will cost around £150 million over three years to FY20. As a result, the Group expects capital expenditure now to be £63 million this year (previous guidance was £34 million). Capital expenditure linked directly to the super-site is likely to be around £75 million in FY19 and around £49 million in FY20.

To enable the Group to maintain a strong cash position to be able to take advantage of investment opportunities, the Group has announced separately today an Equity Placing to raise £50 million, which together with the Group's cash generation, will fund the Group's capital expenditure requirements.

Outlook

As a result of very strong trading momentum in Q1, we now expect Group revenue growth for the full year to February 2018 to be around 60%(5), ahead of previous guidance of revenue growth approaching 50%. We expect Group EBITDA margins to be in line with previous guidance at around 10%."

(1) Like-for-like revenue growth includes boohoo and PrettyLittleThing but excludes Nasty Gal.

(2) CER designates Constant Exchange Rate translation of foreign currency revenue.

(3) Active customers are defined as having shopped in the last year.

(4) PrettyLittleThing was acquired on 3 January 2017. The like-for-like comparatives represent the turnover of the company prior to acquisition.

(5) Revenue growth from the boohoo brand is expected to be 25% to 30% year on year. Revenue growth from the PrettyLittleThing brand is expected to be approximately 75% above the 12 month revenue to 28 February 2017 of £55 million. The balance of the growth to around 60% will come from the Nasty Gal brand.

Unless expressly defined in this announcement, all capitalised terms used in this announcement have the meanings stated in the announcement made on 7 June 2017 entitled "Proposed Accelerated Bookbuild to raise gross proceeds of up to £50 million".

Investor and Analyst conference call

boohoo.com will host a conference call for analysts and investors at 10.00am (UK time) tomorrow, 8 June. Dial in details:

Enquiries

About boohoo.com plc

"boohoo is a leader in the fashion eCommerce market"

Founded in Manchester in 2006, the Group started life as boohoo.com, an inclusive and innovative brand targeting young, value-orientated customers. For over 10 years, boohoo.com has been pushing boundaries to bring its customers up-to-date fashion, 24/7. boohoo.com has grown rapidly in the UK and internationally, including through the acquisitions of the fashion brands PrettyLittleThing, and Nasty Gal, and expanding its offering with range extensions into menswear and children's wear, through boohooMAN and boohooKIDS.

Today the boohoo Group sells to over 6 million customers in almost every country in the world.

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 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 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.

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.

In particular, the New Placing Shares and the Sale Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the New Placing Shares and Sale Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There is no intention to register any portion of the Placing in the United States or to conduct a public offering of securities in the United States or elsewhere.

Zeus Capital is authorised and regulated in the United Kingdom by the FCA and is acting as nominated adviser and joint bookrunner to the Company in respect of the Placing. Jefferies is authorised and regulated in the United Kingdom by the FCA and is acting as joint bookrunner to the Company in respect of the Placing. Each of Zeus Capital and Jefferies is acting for the Company and for no-one else in connection with the Placing, and will not be treating any other person as its client in relation thereto, and will not be responsible for providing the regulatory protections afforded to its customers nor for providing advice in connection with the Placing or any other matters referred to herein and apart from the responsibilities and liabilities (if any) imposed on Zeus Capital or Jefferies, as the case may be, by FSMA, any liability therefor is expressly disclaimed. Any other person in receipt of this announcement should seek their own independent legal, investment and tax advice as they see fit.

Forward-looking statements

This announcement contains statements about the Group that are or may be deemed to be "forward-looking statements".

All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of boohoo.com.

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), boohoo.com does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to boohoo.com or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the directors of boohoo.com at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Nothing in this announcement should be construed as a profit forecast. Past performance cannot be relied upon as a guide to future performance and persons needing advice should consult an independent financial adviser. Liability arising from anything in this announcement shall be governed by English Law. Nothing in this announcement shall exclude any liability under applicable laws that cannot be excluded in accordance with such laws.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. 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, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

Appendix - prior period revenues by region

Revenue by period for the year to 28 February 2018

Revenue by period for the twelve months ended 28 February 2017

Nomenclature: ROE - rest of Europe; ROW - rest of world; yoy - year-on-year; CER - constant exchange rate