Admission, TVR and Director Dealings
Summary by AI BETAClose X
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, 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 IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
24 February 2026
boohoo group plc
("Debenhams Group", the "Group" or the "Company")
Admission, Total Voting Rights and Director Dealings
Debenhams Group (AIM:DEBS), a leading online platform, is pleased to confirm, further to the Company's "Result of Fundraise and Board Change" announcement released at 7:00 a.m. on 19 February 2026 (the "Result Announcement"), that 222,222,222 New Ordinary Shares were admitted to trading on AIM at 8:00 a.m. on 23 February 2026.
Admission and Total Voting Rights
Following Admission, the total number of Ordinary Shares and voting rights in the Company is 1,619,720,334. No Ordinary Shares are held in treasury. This figure for the total number of Ordinary Shares 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 Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Director Dealings
Pursuant to the Placing, the Company confirms that Dan Finley, CEO; Mahmud Kamani, Executive Vice Chair; and Iain McDonald (via funds managed by Iain), Non-Executive Director, purchased Ordinary Shares (together the "Dealings"). Further details of the Dealings are provided in the tables at the end of this announcement. As a result of the Dealings, Mahmud, Dan and Iain (alongside their closely associated persons) are interested in 11.64%, 0.07% and 1.10% of the Company's issued share capital respectively.
Following the Dealings, Dan and Phil Ellis (CFO) are interested in the number of Ordinary Shares, and options over Ordinary Shares, as outlined in the table below:
|
Director |
Shares held personally |
Shares under option in LTIP |
Shares held under SIP |
Shares under option in SAYE |
Shares under option in DSP |
Shares under option in DIP |
Shares under option in Conditional Award |
Total interest |
|
Dan Finley |
1,124,139 |
- |
- |
247,179 |
3,123,340 |
11,659,808 |
4,658,441 |
20,812,907 |
|
Phil Ellis |
162,881 |
- |
- |
187,179 |
500,000 |
800,185 |
1,028,806 |
2,679,051 |
The above table excludes any awards granted under the Group's Turnaround Scheme 66.67% of which was granted to Dan and 10% of which was granted to Phil
Capitalised terms used but not defined in this announcement have the meanings given to them in the Result Announcement unless the context provides otherwise.
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Enquiries |
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Debenhams Group |
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Phil Ellis, Chief Financial Officer |
Tel: +44 (0)161 233 2050 |
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Zeus - Nominated Adviser, Joint Broker and Joint Bookrunner |
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Dan Bate / James Edis / Emma Burn |
Tel: +44 (0)161 831 1512 |
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Benjamin Robertson / Dominic King |
Tel: +44 (0)20 3829 5000 |
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Panmure Liberum - Joint Broker and Joint Bookrunner Sodali & Co - Financial PR Adviser |
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Ben Foster / Louisa Henry |
Tel: +44 (0)20 3984 0114 |
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IMPORTANT NOTICES
Zeus, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser, broker and bookrunner exclusively for the Company and for no-one else in connection with the Placing or any other matter referred to in this Announcement, and Zeus will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone (including the placees) other than the Company for providing the protections afforded to its clients or customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein. The responsibilities of Zeus, as nominated adviser, are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or any other person and accordingly no duty of care is accepted in relation to them. No representation or warranty, express or implied, is made by Zeus as to, and no liability whatsoever is accepted by Zeus in respect of, any of the contents of this Announcement (without limiting the statutory rights of any person to whom this Announcement is issued).
Panmure Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint broker and bookrunner exclusively for the Company and for no-one else in connection with the Placing or any other matter referred to in this Announcement, and Panmure Liberum will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone (including the placees) other than the Company for providing the protections afforded to its clients or customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein. No representation or warranty, express or implied, is made by Panmure Liberum or any of its affiliates as to, and no liability whatsoever is accepted by Panmure Liberum or any of its affiliates in respect of, any of the contents of this Announcement (without limiting the statutory rights of any person to whom this Announcement is issued).
The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Zeus or Panmure Liberum or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.
The Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraise. The New Ordinary Shares to which this Announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the New Ordinary Shares should conduct their own due diligence, analysis and evaluation of the business and date described in this Announcement, including the New Ordinary Shares. The pricing 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 financial, legal, business or tax advice. If you do not understand the contents of this Announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.
This Announcement is not an offer of securities for sale in or into the United States. The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act 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 New Ordinary Shares 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, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
Further information in respect of the Company can be found on the Company's website accessible at https://www.debenhamsgroup.com/ (including copies of its latest annual report and audited accounts).
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
The directors of the Company have taken all reasonable care to ensure that the facts stated in this Announcement are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the Announcement, whether of facts or of opinion. All the directors accept responsibility accordingly. It should be remembered that the price of securities and the income from them can go down as well as up.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
Further details are set out in the below notification, made in accordance with the requirements of the UK Market Abuse Regulation.
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1 |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
Mahmud Kamani |
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2 |
Reason for the notification |
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a) |
Position/status |
Executive Vice Chair |
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b)
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Initial notification /Amendment |
Initial notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
boohoo group plc |
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b) |
LEI |
213800SZF3KFCECWY243 |
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4
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Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
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a)
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Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p
ISIN: JE00BG6L7297 |
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b) |
Nature of the transaction |
Placing |
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c) |
Price(s) and volume(s) |
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d) |
Aggregated information - Aggregated volume - Price |
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e) |
Date of the transaction |
23 February 2026 |
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f) |
Place of the transaction |
Off market |
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1 |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
Dan Finley |
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2 |
Reason for the notification |
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a) |
Position/status |
Chief Executive Officer |
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b)
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Initial notification /Amendment |
Initial notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
boohoo group plc |
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b) |
LEI |
213800SZF3KFCECWY243 |
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4
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Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
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a)
|
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p
ISIN: JE00BG6L7297 |
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b) |
Nature of the transaction |
Placing |
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c) |
Price(s) and volume(s) |
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d) |
Aggregated information - Aggregated volume - Price |
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e) |
Date of the transaction |
23 February 2026 |
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f) |
Place of the transaction |
Off market |
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1 |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
Iain McDonald |
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2 |
Reason for the notification |
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a) |
Position/status |
PCA - Belerion Capital are a PCA of Iain McDonald (non-executive director of boohoo Group plc and Chief Investment Officer of Belerion Capital) |
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b)
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Initial notification /Amendment |
Initial notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
boohoo group plc |
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b) |
LEI |
213800SZF3KFCECWY243 |
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4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p
ISIN: JE00BG6L7297 |
||||
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b) |
Nature of the transaction |
Placing |
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c) |
Price(s) and volume(s) |
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d) |
Aggregated information - Aggregated volume - Price |
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e) |
Date of the transaction |
23 February 2026 |
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f) |
Place of the transaction |
Off market |
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