Mothercare Regulatory News (MTC)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Mothercare plc

("Mothercare", the "Company" or the "Group")

Update re CVA Meetings

Further to the announcement on 1 June 2018, Mothercare plc's CVA advisers and nominee, KPMG, have scrutinised the voting returns relating to the CVA processes ahead of their formal filing with the High Court today. This process has validated and confirmed the voting for and results of the CVA processes in relation to both Mothercare (UK) Limited and Early Learning Centre Limited, both of which passed by clear majorities.

However, after rigorous post-meeting review of the voting documentation in relation to Mothercare plc's non-core subsidiary Childrens World Limited ("CW"), the independent CVA Nominees have concluded that the proposals failed to be approved by the necessary 75% majority of unsecured creditors, by a very narrow margin at 73.3%. Accordingly the CW CVA proposal will not therefore progress further. ‎

The Directors of Mothercare plc and CW are considering all options in respect of CW as a legal entity and a further announcement will be made in due course as required. ‎ The CVA Proposals and/or any restructuring of CW are not expected to affect the ordinary course of operations of Mothercare plc, which continues to trade as a going concern under the control of its directors.

The Refinancing (in relation to both the standby underwriting of the New Equity Issue and the Revised Debt Facilities) is not conditional upon the CW CVA and therefore the Board of Mothercare plc continues to expect the Refinancing to be completed on the basis set out in the announcements of 17 May 2018 and 1 June 2018.

All other details as set out in announcement of 1 June 2018 remain unchanged.

Commenting Clive Whiley, Interim Executive Chairman, said:

"KPMG have confirmed the votes relating to MUK and ELC CVA's passed by a clear majority, however it is now clear that the CVA of Childrens World was not carried by creditors by a narrow margin. This will neither unsettle the UK Restructuring and Refinancing nor jeopardise our future transformation plans, which are already underway. 

As a board we are now considering our next steps with respect to Childrens World."

Enquiries

Mothercare plc

Mark Newton-Jones / David Wood / Glyn Hughes 01923 206455

MHP Communications

Tim Rowntree / Simon Hockridge 020 3128 8742 / 8778

Numis Securities Limited

Luke Bordewich / Oliver Cardigan / Oliver Cox 0207 260 1000

KPMG

Press Office (Simon Wilson) 020 7311 66551

 Notes:

1. This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.

2. The person responsible for the release of this announcement is Glyn Hughes, CFO at Mothercare plc, Cherry Tree Road, Watford, Hertfordshire, WD24 6SH.

3. LEI number of Mothercare plc: 213800ZL6RPV9Z9GFO74.

4. All capitalised terms shall have the same meaning as set out in the RNS announcement made on 17 May 2018

Important notice

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. Nothing in this announcement should be interpreted as a term or condition of the proposed New Equity Issue.

This announcement contains "forward-looking statements" with respect to the financial condition, results of operations and business of Mothercare and to certain of Mothercare's plans and objectives with respect to these items.

Forward-looking statements are sometimes but not always identified by the use of a date in the future or such words as 'anticipates', 'aims', 'due', 'could', 'may', 'should', 'expects', 'believes', 'intends', 'plans', 'targets', 'goal', or 'estimates'. By their very nature forward-looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or will occur in the future.

There are various factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, changes in the economies, political situations and markets in which Mothercare operates; changes in the regulatory or competition frameworks in which Mothercare operates; the impact of legal or other proceedings against or which affect Mothercare; changes in inflation or exchange rates.

All written or verbal forward-looking statements, made in this document or made subsequently, which are attributable to Mothercare or persons acting on their behalf, are expressly qualified in their entirety by the factors referred to above.

Neither Mothercare nor any other person (including Numis) intends to update these forward-looking statements.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Mothercare and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Mothercare for providing the protections afforded to clients of Numis (as the case may be) nor for providing advice in relation to the matters referred to in this announcement or any other transaction, arrangement or matter referred to in this announcement.

This announcement has been issued by Mothercare plc and is the sole responsibility of Mothercare plc. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis, or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This announcement and the information contained herein do not constitute an offer of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or a transaction not subject to, such registration requirements. Mothercare has not registered and does not intend to register the offering of any securities in the United States or to conduct a public offering of any securities in the United States.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.