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Ted Baker PLC (TED)

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Tuesday 02 June, 2020

Ted Baker PLC

Publication of Prospectus

RNS Number : 6045O
Ted Baker PLC
02 June 2020
 

2 June 2020

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND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 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 SHARES MUST BE MADE ONLY 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.

 

Ted Baker Plc (the "Company")

Publication of Prospectus

Further to the announcement by the Company on 1 June 2020 regarding its intention to raise approximately £95 million in gross proceeds (approximately £90 million in net proceeds) by way of a fully underwritten Placing and Open Offer and Firm Placing and up to a further approximately £10 million in gross proceeds (up to approximately £9.6 million in net proceeds) by way of an Offer for Subscription which is not underwritten (the Offer for Subscription, together with the Placing and Open Offer and Firm Placing, the "Capital Raising"), the Company announces that the combined prospectus and circular (the "Prospectus") regarding the Placing and Open Offer, Firm Placing and Offer for Subscription and the Disposal has been approved by the Financial Conduct Authority. The Prospectus contains a notice convening a general meeting to be held at The Ugly Brown Building, 6a St Pancras Way, London NW1 0TB on 18 June 2020 and shareholders will shortly be sent a copy of the Prospectus or notification of the availability of the Prospectus. The Prospectus is not, subject to certain exceptions, available (whether through the Company's website or otherwise) to shareholders in the United States or any of the Excluded Territories.

The Prospectus containing full details of the Placing and Open Offer, Firm Placing and Offer for Subscription and the Disposal is available on the Company's website ( www.tedbakerplc.com ) . The Prospectus will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.  

All capitalised terms in this announcement but not defined herein have the meaning given to them in the Prospectus, unless otherwise defined herein.

 

For further information please contact: 

 

Ted Baker Plc

[email protected]

Peter Hearsey-Zoubie, Company Secretary


Liberum Capital Limited (Sponsor, Joint Global Coordinator, Joint Bookrunner and Joint Underwriter)

Tel: +44 (0) 20 3100 2000

Richard Crawley, Jamie Richards, Jonathan Wilkes-Green, Louis Davies


Goldman Sachs International (Joint Global Coordinator, Joint Bookrunner and Joint Underwriter)

Tel: +44 (0) 20 7774 1000

Jimmy Bastock, Chris Emmerson, Benjamin Holt, Adam Laikin


Blackdown Partners (Independent Adviser to the Board of Ted Baker Plc)

Peter Tracey, Tom Fyson

Tel: +44 (0) 20 3807 8484

Tulchan Communications


Michelle Clarke, Jonathan Sibun, Will Palfreyman

Tel: +44 (0) 20 7353 4200

Link Asset Services (Registrar and Receiving Agent)

Tel: +44 (0) 371 664 0321

 

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 referred to in this announcement except on the basis of the information contained in the Prospectus to be published by the Company in connection with the Capital Raising. The information contained in this announcement is for background purposes only and does not purport to be full or complete. 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.

Copies of the Prospectus are available on the Company's website at www.tedbakerplc.com provided that the Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States or any other Excluded Territory. 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 Prospectus provides further details of the New Shares being offered pursuant to the Capital Raising.

This announcement is for information purposes only 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 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, the Application Forms and the Offer for Subscription Application Forms have not been and will not be registered under the Securities Act 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, into or within the United States except pursuant to an applicable 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 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. In particular, subject to certain exceptions, this announcement, the Prospectus and the Application Forms and Offer for Subscription Application Forms should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

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.

This announcement contains forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could", "is confident", or other words of similar meaning. Undue reliance should not be placed on any such statements because they speak only as at the date of this document and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Company's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements .

There are a number of factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are: the impact of the coronavirus pandemic, increased competition, the loss of or damage to one or more key customer relationships, changes to customer purchasing patterns, delays or restrictions in the supply of products, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the key timing and success of future acquisition opportunities or major investment projects .

None of the Company, Goldman Sachs International ("Goldman Sachs") or Liberum Capital Limited ("Liberum" and,  together with Goldman Sachs, the "Banks") are under any obligation to update or revise publicly any forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Regulation Rules and the Market Abuse Regulation).

Notice to all investors

Goldman Sachs is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority. Liberum Capital Limited 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.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks, nor any of their respective affiliates, directors, officers, employees or advisers, accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to, the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, by the Company, the Directors or any other person, in connection with the Company or the Shares or the Capital Raising or Disposal and nothing contained in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of the Banks and their respective affiliates, directors, officers, employees or advisers each accordingly disclaims all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or any such statement. No representation or warranty express or implied, is made by any of the Banks or any of their respective affiliates, directors, officers, employees or advisers as to the accuracy, completeness or sufficiency of the information set out in this announcement.

No person has been authorised to give any information or to make any representations other than those contained in this announcement, the Prospectus, the Application Forms and the Offer for Subscription Application Forms, and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Goldman Sachs or Liberum. Subject to the Listing Rules, the Prospectus Rules and the Transparency Rules of the Financial Conduct Authority and the Disclosure Requirements (as such term is defined in the Listing Rules), the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.

 

Goldman Sachs and Liberum and their respective affiliates, directors, officers, employees or advisers, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions and subject to the Sponsor and Underwriting Agreement, engage in transactions in relation to the Shares or related instruments for their own account in connection with the Capital Raising   or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Goldman Sachs, Liberum and any of their respective affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, Goldman Sachs and Liberum do not propose to make any public disclosure in relation to such transactions.

 

Ted Baker Plc

 


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