Mothercare Plc : Result of EGM

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE IN THIS ANNOUNCEMENT.

9 October 2014

Mothercare plc

Results of General Meeting

A General Meeting of Mothercare plc (the "Company") was held on 9 October 2014 at 10.30 a.m. at Jurys Inn, 31-35 Clarendon Road, Watford, Herfordshire WD17 1JA.  The ordinary resolution to authorise the Board of the Company to allot shares, and the special resolution to disappply pre-emption rights, each in connection with the Rights Issue (the "Resolutions") and as set out in the notice of General Meeting contained within the Prospectus posted to shareholders on 23 September 2014, were duly passed on a show of hands.

The table below shows the votes received for and against the Resolutions, representing a total of 80.8 per cent. of the 88,824,771 Ordinary Shares in issue as at the date of the meeting.

Resolution	For1	%	Against	%	Total cast	Votes withheld2
To authorise the Board to allot shares	71,616,064	99.89	76,506	0.11	71,692,570	77,536
To disapply pre-emption rights	71,607,547	99.89	81,198	0.11	71,688,745	81,361

The voting figures will be displayed shortly on the Company's website at www.mothercareplc.com. A copy of the Resolutions will shortly be available for inspection on the UK Listing Authority's National Storage Mechanism at www.hemscott.com/nsm.do. The Prospectus published by the Company on 23 September 2014 is also available for inspection at www.mothercareplc.com.

The Record Date for entitlement under the Rights Issue was the close of business on 7 October 2014. Provisional Allotment Letters are expected to be posted today to Qualifying Non-CREST Shareholders, other than (subject to certain exceptions) Qualifying Non-CREST Shareholders who are Excluded Shareholders. CREST stock accounts of Qualifying CREST Shareholders are expected to be credited with Nil Paid Rights in respect of New Ordinary Shares as soon as practicable after 8.00 a.m. on 10 October 2014.

It is expected that Admission of the 79,942,294 New Ordinary Shares (nil paid) will occur at 8.00 a.m. on 10 October 2014.

The latest time and date for acceptance, payment in full and registration of renounced  Provisional Allotment Letters is expected to be 11.00 a.m. on 24 October 2014.

1.         Any proxy appointments which gave discretion to the Chairman have been included in the "For" total.

2.         A "vote withheld" is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution.

Enquiries:
+44 (0) 1923 206455 Matt Smith, Chief Financial Officer Ramona Tipnis, Director of Investor Relations
Joint Sponsors, Joint Bookrunners and Joint Corporate Brokers
Numis Securities Limited +44 (0) 20 7260 1000 Oliver Cardigan Andrew Hackney Christopher Wilkinson Rupert Krefting
J.P. Morgan Securities plc +44 (0) 20 7742 4000 Luke Bordewich Laurene Danon
Joint Bookrunner
HSBC Bank plc +44 (0) 20 7991 8888 Nick Donald Richard Fagan

IMPORTANT NOTICE

This announcement is not a Prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus published by Mothercare plc in connection with the Rights Issue. 

The Prospectus has been published and is available from the registered office of the Company and on the Company's website at www.mothercareplc.com provided that the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to Shareholders in the United States or other Excluded Territories.  The Prospectus gives further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

Capitalised terms defined in the Prospectus published on 23 September 2014 shall have the same meaning when used in this announcement.

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, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction. This announcement cannot be relied upon for any investment contract or decision.

The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada, New Zealand, Japan 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 the securities laws or regulations of such jurisdiction. There will be no public offer of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States, Australia, Canada, New Zealand, Japan or any other Excluded Territory.

The distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Provisional Allotment Letter 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, the information contained herein, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded or transmitted in or into the United States, Australia, Canada, New Zealand, Japan or any other Excluded Territory.

This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities of the Company in the United States, Australia, Canada, New Zealand or Japan or any other Excluded Territory. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other  jurisdiction of the United States and may not be offered, sold, pledged, 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 US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been approved or disapproved by the SEC, any state securities  commission  in  the United  States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters or the accuracy or adequacy of the Prospectus. Any representation to the contrary is a criminal offence in the United States.

This announcement does not constitute a recommendation concerning the Rights Issue. 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.

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.

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The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Mothercare Plc via Globenewswire

HUG#1861840