18 October 2013
Bonmarché Holdings Limited
("Bonmarché", the "Group" or the "Company")
Announcement of Intention to Float on AIM
Bonmarché today announces its intention to launch an initial public offering and placing (the "Placing") and to apply for the admission of its ordinary shares to trading on the AIM market of the London Stock Exchange ("Admission").
Bonmarché is one of the UK's largest women's value retailers focused on selling affordable, stylish, premium quality clothing and accessories in a wide range of sizes to women over 50 years old. The Group has grown strongly, as a result of a strong product and service proposition of primarily own-brand products which are sold through its portfolio of 264 stores, its website, mail order catalogues, telephone order service and through a TV shopping channel. These channels are supported by an established and strong customer loyalty database comprising of approximately 6.5 million members.
Established in 1982, the Bonmarché business was acquired by an affiliate of Sun European Partners, LLP in January 2012, a leading private investment firm. Since its acquisition, the Directors and current management team have delivered a successful turnaround strategy, based on re-focusing on Bonmarché's core strengths and achieving a step change in profitability and performance.
· A strong brand identity and attractive product proposition with an established and loyal customer base
· A strong competitive position and growth strategy
· Store portfolio optimally configured in terms of rent levels and occupancy terms and which has no loss-making stores
· Limited number of direct competitors directly focused on a similar age group and at this price point
· Transformed business with a step change in profitability under current management
· An experienced management team
· A focussed and coherent strategy to drive growth
· Well placed to take advantage of anticipated market growth in the 55+ women demographic and the value segment
· A multi-pronged strategy for growth, focused on product range development, investment in the online and multi-channel offering, development of the store portfolio through improvements to the existing stores and modest growth in the store estate.
DETAILS OF THE PLACING
The Placing will comprise an offer of existing ordinary shares to institutional investors in the UK . The net proceeds of the Placing will be paid to BM Holdings Management S.A.R.L & Partners S.C.A (the "Selling Shareholder"), an affiliate of Sun European Partners, LLP.
Each of the directors and the Selling Shareholder will agree to customary lock-up arrangements in respect of their holding of ordinary shares for a specified period of time following Admission.
Following the Placing, the free float is expected to be a minimum of 40 per cent of the issued share capital of Bonmarché. It is expected that Admission will take place in November 2013.
The Company will not receive any proceeds from the sale of ordinary shares by the Selling Shareholder. On Admission, the Group is expected to be in a net cash position.
In relation to the Placing and Admission, Investec Bank plc is acting as financial adviser, NOMAD and broker to the Company.
Full details of the Placing will be included in the admission document, expected to be published in due course.
Following Admission, the Company's ordinary shares will be admitted to trading on AIM. The directors intend that, if and when appropriate, they will apply for the Company's ordinary shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities.
Beth Butterwick, Chief Executive Officer of Bonmarché, said:
"The success and strong financial performance enjoyed by the business over the last 18 months, coupled with our exciting growth strategy, makes this is an opportune time to bring the Company to AIM."
"Bonmarché is the largest pure-play retailer dedicated to the over 50s female customer, providing quality clothing at an affordable price. We are confident that our competitive position and loyal customer base means that we are well placed to capitalise on this attractive and fast growing niche of the retail sector. We have identified a number of opportunities to expand our retail offering through enhancing our product range, developing our store portfolio and optimising our multi-channel offering, providing a positive customer shopping experience and business growth."
For further information regarding Bonmarché, please call:
Bonmarché Holdings Limited
Beth Butterwick, Chief Executive
Stephen Alldridge, Chief Financial Officer
c/o FTI +44 (0)20 7831 3113
FTI Consulting - PR adviser
+44 (0)20 7831 3113
Investec Bank plc - Nominated adviser and broker
Garry Levin / David Flin / David Anderson/ Duncan Williamson
+44 (0)20 7957 4000
Notes to Editors:
Bonmarché key strengths
A strong and recognisable brand with an established and loyal customer base
· Brand identity and attractive product proposition have been widely recognised, achieving a number of accreditations including no.1 "Clothing Retailer" and No. 5 "Best High Street Shop" by consumers in the "Which" 2013 Satisfaction Survey
· "Bonus Club", Bonmarché's customer loyalty programme, has approximately 6.5 million members and 1.8 million active customers. In the six months ended 28 September 2013, Bonus Club sales of £58.1 million (excluding VAT) constituted over 70% of all sales made
A strong competitive position and growth strategy
· Portfolio of 264 stores located in accessible shopping areas, optimally configured in terms of rent levels and occupancy terms, with no loss-making stores
· Consistent quality, broad product range with ability to diversify offering through new `collections and growth of complimentary product ranges
· Limited number of competitors directly focused on a similar customer age profile and at this price point
· 'Name Licence' agreement with Royal dress designer David Emanuel
· Multi-channel presence including online, mail order catalogues, telephone and TV shopping channel complementing the store portfolio and offering customers a variety of ways to shop
Transformed business with a step change in profitability under current management
· Significant transformation and a step change in profitability and performancesince the acquisition by an affiliate of Sun European Partners, LLP in January 2012 - generated EBITDA before exceptional items of £9.1 million and revenue of £146.8 million during 12 months ending 30 March 2013
· Performance has remained strong, with the Group's sales up 12.7% on a like-for-like basis in the 6 month period ended 28 September 2013 relative to the prior year corresponding period
An experienced management team
· Extensive experience in design, buying, merchandising, retail, marketing and operations with senior management positions held at a number of well-known UK retailers including Marks & Spencer, Next, Sainsbury's, Matalan and The Arcadia Group
· Considerable knowledge and experience of the mature women's clothing and accessories market, including the value retailing segment
A focused and coherent strategy to drive growth
· Dedicated focus on the over 50 years, value womenswear market, means Bonmarché is well placed to take advantage of anticipated market growth:
o The 55+ women demographic is set to grow by 15.8% in 2008-2018, compared to the total female population at 10.7% (ONS/Verdict)
o The value segment's share of the total UK clothing market is forecast to grow by 3.0 percentage points between 2008 and 2018, which represents growth of £4.7 billion, presenting a significant opportunity to grow Bonmarché's 2.8% market share of the UK value womenswear market (Verdict)
· A multi-pronged strategy for growth, focused on:
o Enhancement and development of the product range through building back gaps in the ranges, growth of existing categories, development of new categories and the Introduction of complimentary brands such as Ann Harvey
o Further development of the online and multi-channel offering, through platform investment, improved marketing and leveraging the Bonus Club customer database
o Development of the own store portfolio through focused store refurbishments and refits and modest growth in new stores
o Development of further sales channels such as residential care homes, cruise ships and garden centres
Bonmarché Board of Directors
Beth Butterwick, Chief Executive Officer, 48
Appointed to the Group in 2011, Beth led the turnaround of the new business strategy. This enabled the acquisition of the business and assets of the Bonmarché group by Bonmarché Limited, an affiliate of Sun European Partners, LLP, in January 2012. With over 21 years' retail experience, Beth started her career as a graduate trainee with Marks & Spencer Plc. where she progressed to Head of Buying for the Accessories Group. She joined Gap Inc. as part of the Senior Management Team responsible for the European expansion. Following this, she was appointed as Commercial Director at MS Mode BV, based in the Netherlands, where she played a key part in its performance improvement, prior to its acquisition by Excellent Retail Brands Group in January 2011.
Stephen Alldridge, Chief Financial Officer, 47
Stephen joined the Group in 2003. Previously he was a financial controller at The Peacock Group plc., which he joined in 1996. He qualified as a Chartered Accountant with Ernst & Young, following which he spent two further years with the firm working as a corporate recovery manager.
Tim Mason, Non-Executive Chairman (Non-Independent), 56
Tim Mason, has over 30 years of retail experience with Tesco, with 25 years spent in senior management roles (including 17 at board level). Prior to joining Sun European Partners, LLP in 2013 as Managing Director of Operations, Mr Mason served from 1995-2012 as a board director at Tesco and since 2010 as Deputy CEO of Tesco Plc. and Chief Marketing Officer, and also as President and CEO of Fresh & Easy Neighbourhood Market since its founding in 2007. Mr Mason has also served on the boards of Tesco.com Limited, Tesco Personal Finance companies, Tesco Mobile companies, Capital Radio PLC, Business in the Community, The Anderson Business School (UCLA) and the Marshal School of Business (USC). Mr. Mason received his Bachelor of Arts degree from Warwick University.
Ishbel Macpherson, Senior Independent Non-Executive Director, 53
Ishbel Macpherson has 8 years of experience acting as a non-executive director on the boards of various companies in different sectors, including pharmaceuticals, retail and support services. Prior to acting as a non-executive director, Ms Macpherson worked in the finance sector, as Head of UK Emerging Companies Corporate Finance at Dresdner Kleinwort Wasserstein between 1999 and 2005, Head of Smaller Companies, Corporate Finance at Hoare Govett between 1994 and 1999, and as Director of Corporate Finance at BZW between 1989 and 1994. Ms Macpherson received an MA in French and Italian from the University of Edinburgh in 1983.
John Coleman, Independent Non-Executive Director, 61
John Coleman has 14 years of experience acting as a non-executive director on the boards of various companies in different sectors, including builders merchants, travel/leisure and retail, including the value fashion retail segment. As well as acting as a non-executive director, Mr Coleman worked as CEO of House of Fraser between 1996 and 2006 and as CEO of Texas Homecare at Ladbrokes between 1993 and 1995. Before that he was Managing Director of Dorothy Perkins from 1991 to 1993, Managing Director of Top Man and Top Shop from 1990 to 1991 and Managing Director of Top Shop from 1986 to 1990, all at the Burton Group. Mr. Coleman is a qualified accountant and received a BAcc, in Accountancy and Economics from the University of Glasgow in 1974.
This announcement is for information purposes only and does not constitute or form part of any offer or invitation to underwrite, sell or issue, or any solicitation of any offer to purchase or subscribe for, any ordinary shares or other securities in the capital of the Company, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract whatsoever relating to any ordinary shares or securities.
This announcement, for which the Company and the directors of the Company are solely responsible, has been approved by Investec Bank plc solely for the purpose of section 21 of the Financial Services and Markets Act 2000. Investec Bank plc is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, and is acting exclusively for the Company and no one else in connection with the Placing and Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing, Admission or any transaction, arrangements or other matters referred to in this announcement.
The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In particular the ordinary shares in the capital of the Company have not been, and will not be, registered under the US Securities Act of 1933, or under the securities legislation of any state of the United States. The relevant clearances have not been, and will not be, obtained from the Securities Commission of any provision or territory of Canada; no document in relation to the Placing has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission; the relevant clearances have not, and will not be, obtained from the Johannesburg Stock Exchange and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing or the ordinary shares. Accordingly, the ordinary shares may not, directly or indirectly, be offered or sold within the United States, Canada, Australia or Japan or offered or sold to any resident, national or citizen of the United States, Canada, Australia or Japan.
The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Before purchasing any ordinary shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the admission document, when published. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. Investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. This announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned.
Forward Looking Statements
Certain statements contained within the announcement are forward looking statements and are based on current expectations, estimates and projections about the potential returns of the Group and industry and markets in which the Group operates, the Directors' beliefs and assumptions made by the Directors. Words such as "expects", "anticipates", "should", "intends", "plans", "believes", "seeks", "estimates", "projects", "pipeline" and variations of such words and similar expressions are intended to identify such forward looking statements and expectations. These statements are not guarantees of future performance or the ability to identify and consummate investments and involve certain risks, uncertainties, outcomes of negotiations and due diligence and assumptions that are difficult to predict, qualify or quantify. Therefore, actual outcomes and results may differ materially from what is expressed in such forward looking statements or expectations. Among the factors that could cause actual results to differ materially are: the general economic climate, competition, interest rate levels, loss of key personnel, the result of legal and commercial due diligence, the availability of financing on acceptable terms and changes in the legal or regulatory environment.
These forward-looking statements speak only as of the date of this announcement. The Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.