TED.L Regulatory News (TED)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND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 END 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 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 THE NEW SHARES HAS BEEN MADE SOLELY 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.

 18 June 2020

Ted Baker Plc

 ("Ted Baker" or the "Company")

Results of Open Offer and Offer for Subscription

Ted Baker is pleased to announce the results of its Open Offer and Offer for Subscription.

On 1 June 2020, Ted Baker announced details of a share issue to raise gross proceeds of approximately £95 million by way of a Placing and Open Offer and Firm Placing and additional gross proceeds of up to approximately £10 million by way of an Offer for Subscription (together the "Capital Raising"), all at an offer price of 75 pence per share (the "Offer Price"). The Open Offer and Offer for Subscription closed for acceptances at 11.00 a.m. on 17 June 2020.

Ted Baker is pleased to now announce the results of the Capital Raising. Based on valid applications and commitments received, the gross proceeds of the Capital Raising have been determined to be £105 million, which includes all of the additional £10 million intended to be raised via the Offer for Subscription. 

A total of 140,000,000 New Shares will be issued at the Offer Price (subject to the conditions noted below), of which 25,478,035 New Shares ("Open Offer Shares") will be issued pursuant to the Placing and Open Offer, 101,188,632 New Shares ("Firm Placed Shares") will be issued pursuant to the Firm Placing, and 13,333,333 New Shares ("Offer for Subscription Shares") will be issued pursuant to the Offer for Subscription.

The Company has received valid acceptances from Qualifying Shareholders under their basic Open Offer Entitlements in respect of 18,083,842 New Shares, representing approximately 71.0% of the Open Offer Shares. In addition, the Company has received applications from Qualifying Shareholders under the Excess Application Facility in respect of 68,198,702 New Shares, representing approximately 267.7% of the Open Offer Shares. Accordingly, Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Open Offer Entitlement. As applications under the Excess Application Facility cannot be satisfied in full, applications for New Shares under the Excess Application Facility will be scaled back in accordance with the terms set out in the combined prospectus and circular published by Ted Baker on 1 June 2020 (the "Prospectus").

The Firm Placed Shares were not subject to clawback and were not part of the Placing and Open Offer.

The Company has received valid acceptances in respect of 40,594,931 New Shares under the Offer for Subscription, representing approximately 304.5% of the Offer for Subscription Shares. As applications under the Offer for Subscription significantly exceeded the total number of New Shares available under the Offer for Subscription, applications will be scaled back in accordance with the terms set out in the Prospectus.

The Capital Raising remains conditional on the approval of the Resolutions by Shareholders at the Company's General Meeting to be held later today (or any adjournment thereof), the satisfaction of certain conditions in the Sponsor and Underwriting Agreement and Admission of the New Shares to the Official List of the Financial Conduct Authority ("FCA") and to trading on the Main Market of the London Stock Exchange, occurring at or before 8.00 a.m. on 19 June 2020 (or such later date as the Company, Liberum Capital Limited ("Liberum") and Goldman Sachs International ("Goldman Sachs International" and together with Liberum, the "Banks") may agree, being not later than 30 June 2020). The Company will announce the results of the General Meeting as soon as practicable after the meeting concludes.

Application has been made to the FCA for the New Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Shares to be admitted to trading on its Main Market for listed securities. It is expected that Admission will become effective, and that dealings in the New Shares will commence, at 8.00 a.m. on 19 June 2020 (or such later date as the Company, Liberum and Goldman Sachs International may agree, being not later than 30 June 2020).

The New Shares will rank pari passu in all respects with the Existing Shares, including as regards the right to receive all dividends and other distributions (if any) declared, paid or made by Ted Baker after Admission. The New Shares (in uncertificated form) are expected to be credited to CREST accounts on or around 8.00 a.m. on 19 June 2020 and definitive share certificates for the New Shares are expected to be despatched to certificated shareholders within 14 days of Admission.

Following Admission, the number of Shares that the Company has in issue will be 184,586,562. The total number of voting rights of the Company will be 184,586,562 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules of the FCA. No shares are held in treasury.

Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the combined prospectus and circular published by Ted Baker on 1 June 2020, copies of which are available on the Company's website at www.tedbakerplc.com.

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 please contact:

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 except on the basis of the information contained in the Prospectus 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 New 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 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.