Result of Fundraise and Board Change

Boohoo Group Plc

19 February 2026

 

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMENDED) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR") AND THE FINANCIAL SERVICES (JERSEY) LAW 1998.

FOR IMMEDIATE RELEASE

19 February 2026

boohoo group plc

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

Result of oversubscribed and upsized Fundraise

and

Board Change

Debenhams Group (AIM: DEBS), a leading online platform, announces that, further to the Company's "Proposed Fundraise" announcement that was released at 4.42 p.m. on 18 February 2026 (the "Launch Announcement"), it has successfully completed and closed the ABB process in relation to the Placing and Subscription (together the "Fundraise"). Following investor demand significantly in excess of £35 million, the Company is pleased to further announce that it has upscaled the Fundraise to raise gross proceeds of approximately £40 million.

The Fundraise was significantly oversubscribed at the Issue Price of 18 pence per share, a 5 per cent. discount to the closing share price of 19 pence per share on 17 February 2026.

As a result of the upsized Fundraise, the Company has raised gross proceeds of approximately £40 million (before expenses) through the Placing of 200,000,000 New Ordinary Shares, and a Subscription for 22,222,222 New Ordinary Shares, at the Issue Price, and net proceeds of approximately £38.7 million after expenses associated with the Fundraise.

It is expected that admission of the New Ordinary Shares to trading on AIM ("Admission") will occur, and that dealings will become effective on or around 8:00 a.m. on 23 February 2026. The New Ordinary Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares.

Board Change

Following the successful completion of the planned Fundraise, of which Iain McDonald was a participant, he has informed the Company of his intention to step down from his role as Non-Executive Director and Chair of the Renumeration Committee with immediate effect. This will facilitate participation in the Fundraise by certain funds managed by Iain. The Company would like thank Iain for his significant contribution to the Board over the last 9 years.

The Board confirms that it is satisfied that the Company maintains an appropriately sized and independent Board, following the appointment of Tom Handley last year and Tim Morris' transition to the role of independent Chair in 2024.

Iain McDonald, said:

"It has been a pleasure to be a non-executive director at Debenhams over the last 9 years and I am delighted to support the Company in the Fundraising. This should be viewed as a measure of how much I believe the current market valuation of the business undervalues its future prospects. Dan has transformed the cost base and business model since being installed as CEO and with the re-basing of the business to a profitable core now largely complete, the prospects for strong growth and cash generation are the best for many years. I have confidence in the Board and wider management team on delivering its turnaround. I look forward to watching the continued momentum of the business as a supportive investor."

Dan Finley, Group CEO, commented:

"We are pleased with the strong level of support from new and existing shareholders. The success of the fundraise demonstrates the strength of support for our multi-year turnaround strategy. The fundraise will deliver an improved capital structure for the Group, providing us with greater financial flexibility to execute our turnaround strategy and deliver value for all shareholders.

On behalf of the Board, I would like to thank Iain for his valuable contribution to the Group. Iain's extensive experience across the technology, digital and marketing sectors has been a great benefit and counsel for the Board. We are pleased that Iain remains an investor in the Group and we look forward to Iain's continued support."

Related Party Transactions

Dan Finley, Mahmud Kamani (together with his close relatives and related trusts), and Iain McDonald, each being a Director of the Company, have agreed to participate in the Fundraise, subscribing for an aggregate of 61,944,443 New Ordinary Shares as outlined in the table below (the "Director Participations").

Director	Placing Shares subscribed for	Investment at Issue Price
Dan Finley	833,333	£0.15 million
Mahmud Kamani1	44,444,444	£8.0 million
Iain McDonald	16,666,666	£3.0 million

1.     Includes Mahmud Kamani's close relatives and related trusts

These each constitute related party transactions under the AIM Rules for Companies. The directors of the Company, other than Dan Finley, Mahmud Kamani, and Iain McDonald, (the "Independent Directors"), are deemed to be independent of the Director Participations. Accordingly, the Independent Directors (for the purposes of AIM Rule 13) consider, having consulted with the Company's nominated adviser, Zeus Capital Limited, that the terms of the Director Participations are fair and reasonable insofar as Shareholders are concerned.

Frasers Group plc ("Frasers") holds an interest in more than 10 per cent. of the Company's existing Ordinary Share capital and is therefore considered a related party of the Company under the AIM Rules for Companies. Frasers has agreed to subscribe for 59,682,052 New Ordinary Shares pursuant to the Placing ("Frasers' Participation"). The directors of the Company are deemed to be independent of Frasers' Participation. Accordingly, the directors of the Company (for the purposes of AIM Rule 13) consider, having consulted with the Company's nominated adviser, Zeus Capital Limited, that the terms of the Frasers' Participation is fair and reasonable insofar as Shareholders are concerned.

Admission

Application has been made to London Stock Exchange plc for Admission of the New Ordinary Shares. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8:00 a.m. on 23 February 2026.

Admission is conditional, inter alia, on the Placing Agreement not having been terminated and becoming unconditional.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Launch Announcement unless the context provides otherwise.

Enquiries
Debenhams Group
Phil Ellis, Chief Financial Officer		Tel: [phone]
Zeus - Nominated Adviser, Joint Broker and Joint Bookrunner
Dan Bate / James Edis / Emma Burn		Tel: [phone]
Benjamin Robertson / Dominic King		Tel: [phone]
Panmure Liberum - Joint Broker and Joint Bookrunner             Mark Dickenson / James Sinclair-Ford / Gaya Bhatt  Sodali & Co - Financial PR Adviser			Tel: [phone]
Ben Foster / Louisa Henry			Tel: [phone]

IMPORTANT NOTICES

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) and the Financial Services (Jersey) Law 1998 ("FSJL"). Upon the publication of this Announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, each of the Company, Zeus and Panmure Liberum expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

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.

This Announcement does not contain an offer or constitute any part of an offer to the public. This Announcement is not a "prospectus" within the meaning of Regulation 21(1) of the Public Offers and Admissions to Trading Regulations 2024 ("POATR") and a copy of it has not been, and will not be, delivered to any authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). This Announcement is not a "prospectus" within the meaning of the Companies (Jersey) Law 1991.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such document is required (in accordance with the EU Prospectus Regulation or the POATR) to be published. All offers of the Placing Shares will be made available pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce an admission document or prospectus.

The contents of this Announcement have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA or an analogous person under the FSJL. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are qualified investors as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "Relevant Persons"). Any investment in connection with the Fundraise will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.

This Announcement has been issued by and is the sole responsibility of the Company. 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 or on behalf of Zeus, Panmure Liberum or their respective advisers (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of its or their affiliates or agents as to, or in relation to, the accuracy, adequacy, fairness 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 or any other statement made or purported to be made by or on behalf of Zeus, Panmure Liberum and/or any of their respective affiliates and/or by any of their respective representatives in connection with the Company, the Placing Shares or the Fundraise and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed by each of the Company, Zeus and Panmure Liberum. No representation or warranty, express or implied, is made by Zeus, Panmure Liberum and/or any of their respective affiliates and/or any of their respective representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefore is expressly disclaimed by each of the Company, Zeus and Panmure Liberum.

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.

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.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Zeus and Panmure Liberum will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Zeus and Panmure Liberum may, in accordance with applicable laws and regulations, engage in transactions in relation to the New Ordinary Shares and/or related instruments for its own account and, except as required by applicable laws or regulations, does not propose to make any public disclosure in relation to such transactions.

 

END