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Ted Baker PLC (TED)

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Monday 01 June, 2020

Ted Baker PLC

Results of Placing and Firm Placing

RNS Number : 5994O
Ted Baker PLC
01 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND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 THE SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE PLACING AND FIRM PLACING. 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 THE NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL SHORTLY BE AVAILABLE ON THE WEBSITE OF TED BAKER PLC AT WWW.TEDBAKERPLC.COM .

 

  1 June 2020

Ted Baker Plc

 ("Ted Baker" or the "Company")

 

Results of Placing and Firm Placing

 

Ted Baker is pleased to announce the results of its accelerated bookbuild.

Subject to, inter alia, the Resolutions being passed at the General Meeting which is expected to be convened to be held on or around 18 June 2020, in aggregate, 126,666,667 New Shares are to be issued pursuant to the Firm Placing and the Placing and Open Offer, at an Offer Price of 75 pence per New Share, raising gross proceeds of approximately £95 million (approximately £90 million net of expenses).

The Offer Price of 75 pence per New Share represents a discount of 51.1 per cent. to the Closing Price of 153 pence per Ordinary Share on 29 May 2020 (being the last Business Day before the announcement of the Capital Raising).

The 126,666,667 New Shares to be issued pursuant to the Firm Placing and the Placing and Open Offer will result in the issued share capital of the Company increasing by approximately 284.1 per cent. Shareholders who do not, or are not permitted to, acquire the New Shares will be diluted by 74.0 per cent. (excluding the impact of the Offer for Subscription) or 75.8 per cent. (assuming full take up under the Offer for Subscription and no options granted under the Share Schemes are exercised between 19 May 2020 (being the latest practicable date prior to the publication of this announcement) and the issue of the New Shares).  

The New Shares will rank pari passu in all other respects with the Ordinary Shares currently in issue.

Placing and Open Offer

The Company is proposing to issue 25,478,035 New Shares by way of a Placing and Open Offer, representing 14.9 per cent. of the enlarged issued share capital of the Company immediately following admission (excluding the impact of the Offer for Subscription, 13.8 per cent. assuming full take up under the Offer for Subscription).

Liberum and Goldman Sachs International, as agents of the Company, have made arrangements to conditionally place the Open Offer Shares with institutional investors at the Offer Price. The Open Offer Shares will be subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Subject to the waiver or satisfaction of the conditions and the Sponsor and Underwriting Agreement not having been terminated in accordance with its terms, any Open Offer Shares not subscribed for under the Open Offer will be issued to Placees procured by Liberum and Goldman Sachs International.

Open Offer Entitlements

Qualifying Shareholders will have the opportunity under the Open Offer to subscribe for New Shares, payable in full on application and free of expenses, pro rata to their existing shareholdings, on the following basis:

4 Open Offer Shares at 75 pence per Open Offer Share for every 7 Existing Shares

held and registered in their name at the Record Date and so on in proportion to any other number of Shares then held, rounded down to the nearest whole number of Open Offer Shares.

Qualifying non-CREST Shareholders will receive an Application Form with the Prospectus which sets out their basic entitlement to Open Offer Shares as shown by the number of Open Offer Entitlements offered to them. Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements on 2 June 2020. Qualifying Shareholders with holdings of Existing Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their entitlements under the Open Offer. Qualifying Shareholders are also being offered the opportunity to subscribe for New Shares in excess of their Open Offer entitlements pursuant to an Excess Application Facility.

Further details of the Firm Placing and the Placing and Open Offer will be contained in the Prospectus to be sent to shareholders on or around 1 June 2020.

Firm Placing

The Company is proposing to issue 101,188,632 New Shares through the Firm Placing, representing 59.1 per cent. of the enlarged issued share capital of the Company immediately following admission (excluding the impact of the Offer for Subscription, 54.8 per cent. assuming full take up under the Offer for Subscription).

Liberum and Goldman Sachs International, as agents of the Company, have made arrangements to conditionally place the Firm Placing Shares with institutional investors at the Offer Price. The Firm Placed Shares are not subject to clawback and are not part of the Placing and Open Offer. The Firm Placing is subject to the same conditions as the Placing and Open Offer.

Offer for Subscription

Up to 13,333,333 New Shares are available under the Offer for Subscription at the Offer Price to allow interested parties an opportunity to subscribe for New Shares. The Offer for Subscription will open on 2 June 2020 and the New Shares will be issued at the Offer Price. Any New Shares issued pursuant to the Offer for Subscription will be in addition to the Placing and Open Offer and Firm Placing. The Offer for Subscription is expected to close on 17 June 2020 . The Offer for Subscription is not underwritten.

Financial effects of the Capital Raising

Shareholders who take up their pro rata Open Offer Entitlements in full will suffer 59.1 per cent. dilution to their interests in the Company as a result of the Firm Placing (assuming no options granted under the Share Schemes are exercised between 19 May 2020 (being the latest practicable date prior to the publication of this announcement) and the issue of New Shares)). Up to 13,333,333 New Shares will be issued at a price of 75 pence per New Share pursuant to the Offer for Subscription. Shareholders who do not, or are not permitted to, acquire the New Shares will be diluted by 74.0 per cent. (excluding the impact of the Offer for Subscription) or 75.8 per cent. (assuming full take up under the Offer for Subscription and no options granted under the Share Schemes are exercised between 19 May 2020 (being the latest practicable date prior to the publication of this announcement) and the issue of New Shares) following the Capital Raising.

General Meeting

The Capital Raising will be conditional upon, amongst other things, certain Resolutions being passed at the General Meeting of the Company which is expected to take place on 18 June 2020.

A further announcement will be made in due course confirming the publication of the Prospectus relating to the Capital Raising which will include notice of the General Meeting. Shareholders will receive forms of proxy for voting on the Resolutions to be proposed at the General Meeting and Shareholders who hold their Existing Shares in certificated form will also receive application forms in respect of their Open Offer Entitlements.

Directors' Participations

The only Director that holds Existing Shares currently is Andrew Jennings. Each of Rachel Osborne, David Wolffe, Helena Feltham and Jonathan Kempster have agreed to subscribe for the New Shares in the amount of £25,000 each, Sharon Baylay has agreed to subscribe for the New Shares in the amount of £50,000, and John Barton has agreed to subscribe for New Shares in the Amount of £100,000. Andrew Jennings, who holds 5,005 Existing Shares, representing 0.01 per cent. of the Company's existing issued share capital as at 19 May 2020 (being the last practicable date prior to the publication of this announcement), has (i) committed to participate in full in the Open Offer in respect of the New Shares to which he is entitled; and (ii) given an irrevocable undertaking approving the Disposal and undertaking to vote his Existing Shares in favour of the Resolutions. In addition, Andrew Jennings has agreed to subscribe for New Shares pursuant to a direct subscription agreement with the Company, for a total investment (including under the Open Offer) of £25,000.

The only Senior Manager that holds Existing Shares currently is Phil Clark. Ari Hoffman has agreed to subscribe for New Shares in the amount of £25,000. Tikki Godley, also known as Victoria Singleton, has agreed to subscribe for New Shares in the amount of £15,000 and Peter Collyer has agreed to subscribe for New Shares in the amount of £10,000. Phil Clark, who holds 198 Existing Shares, representing 0.00 per cent. of the Company's existing issued ordinary share capital as at 19 May 2020 (being the last practicable date prior to the publication of this announcement), has (i) committed to participate in full in the Open Offer in respect of the New Shares to which he is entitled; and (ii) given an irrevocable undertaking approving the Disposal and undertaking to vote his Existing Shares in favour of the Resolutions. In addition, Phil Clark has agreed to subscribe for New Shares pursuant to a direct subscription agreement with the Company, for a total investment (including under the Open Offer) of £10,000.

Irrevocable Undertakings and Letters of Intent

Ray Kelvin (the "Principal Shareholder"), who holds 15,540,280 Existing Shares, representing 34.85 per cent. of the Company's existing issued share capital as at 19 May 2020 (being the last practicable date prior to the publication of this announcement), has, on behalf of himself and any other registered holder of his Shares, given an irrevocable undertaking approving the Disposal and undertaking to vote his Existing Shares in favour of the Resolutions, aside from the resolution to approve his own related party transaction.

Further to the announcement of the Firm Placing and Placing and Open Offer by the Company earlier today, Ted Baker has subsequently received a further letter of intent from Threadneedle Asset Management Limited confirming that it intends to vote 4,316,552 Existing Shares representing 9.68 per cent. of the Company's existing issued share capital, in favour of the Disposal and the Capital Raising at the General Meeting. In summary, Toscafund Asset Management LLP, Threadneedle Asset Management Limited and Schroders Investment Management have each given a letter of intent confirming that they intend to vote, in aggregate, 12,870,076 Existing Shares, representing 28.87 per cent. of the Company's existing issued share capital as at 19 May 2020 (being the last practicable date prior to the publication of this announcement), in favour of the Disposal and the Capital Raising at the General Meeting, aside from, in the case of Toscafund Asset Management LLP and Threadneedle Asset Management Limited, the resolution to approve their own related party transaction.

Related Party Transactions

The Principal Shareholder, who holds 15,540,280 Existing Shares (representing 34.85 per cent of the Company's issued ordinary share capital as at 19 May 2020 (being the last practicable date prior to the publication of this announcement)), has agreed to acquire up to 4,666,667 New Shares in the Firm Placing and the Placing (subject to clawback to satisfy valid applications under the Open Offer), resulting in the Principal Shareholder being interested in not more than 15.8 per cent. of the enlarged issued share capital of the Company immediately following completion of the Capital Raising (assuming full take up under the Offer for Subscription and no options granted under the Share Schemes are exercised between 19 May 2020 (being the latest practicable date prior to the publication of this announcement) and the issue of the New Shares).

Toscafund Asset Management LLP, which holds 6,412,776 Existing Shares (representing 14.38 per cent. of the Company's issued ordinary share capital as at 19 May 2020 (being the last practicable date prior to the publication of this announcement)), has agreed to acquire up to 38,666,667 New Shares in the Firm Placing and the Placing (subject to clawback to satisfy valid applications under the Open Offer), resulting in Toscafund Asset Management LLP being interested in not more than 26.4 per cent. of the enlarged issued share capital of the Company immediately following completion of the Capital Raising (assuming full take up under the Offer for Subscription and no options granted under the Share Schemes are exercised between 19 May 2020 (being the latest practicable date prior to the publication of this announcement) and the issue of the New Shares).

Threadneedle Asset Management Limited, which holds 4,802,509 Existing Shares (representing 10.77 per cent. of the Company's issued ordinary share capital as at 19 May 2020 (being the last practicable date prior to the publication of this announcement)), has agreed to acquire up to 13,642,000 New Shares in the Firm Placing and the Placing (subject to clawback to satisfy valid applications under the Open Offer), resulting in Threadneedle  Asset Management Limited being interested in not more than 11.5 per cent. of the enlarged issued share capital of the Company immediately following completion of the Capital Raising (assuming full take up  under the Offer for Subscription and no options granted under the Share Schemes are exercised between 19 May 2020 (being the latest practicable date prior to the publication of this announcement) and the issue of the New Shares).

As a consequence of the current interest of each of the Principal Shareholder, Toscafund Asset Management LLP and Threadneedle Asset Management Limited in the Company, each of their proposed participations in the Placing and Open Offer and Firm Placing is a related party transaction for the purposes of Chapter 11 of the Listing Rules and such transactions require the prior approval of independent Shareholders. None of  the Principal Shareholder, Toscafund Asset Management LLP and Threadneedle Asset Management Limited are entitled to vote, and each has either undertaken to  take all reasonable steps to ensure that it and its associates  will abstain from voting or will appoint the Chair who will abstain from voting, on the resolution to approve its own related party transaction at the General Meeting.

Expected Timetable of Principal Events

Each of the times and dates in the table below is indicative only and may be subject to change. Please read the notes for this timetable set out below


2020

Record Date for entitlements under the Open Offer…

close of business on 28 May

Announcement of the Capital Raising.............................................

7.00 a.m. on 1 June

Publication of the Prospectus, Application Form, Offer for Subscription Application Form and Proxy Forms............................

1 June

Ex entitlement date for the Open Offer...........................................

1 June

Announcement of the results of the Firm Placing through a Regulatory Information Service......................................................

1 June

Offer for Subscription opens.........................................................

2 June

Open Offer Entitlements and Excess Open Offer Entitlements enabled in CREST and credited to stock accounts of Qualifying CREST Shareholders in CREST.....................................................

2 June

Recommended latest time for requesting withdrawal of

Open Offer Entitlements and Excess Open Offer Entitlements from CREST ........................................................................................

4.30 p.m. on 11 June

Latest time and date for depositing Open Offer Entitlements and Excess Open Offer Entitlements into CREST..................................

3.00 p.m. on 12 June

Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only).........................................................

3.00 p.m. on 15 June

Latest time and date for receipt of Forms of Proxy or electronic proxy appointments......................................................................

11.00 a.m. on 16 June

Record date for voting at the General Meeting................................

 16 June

Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)...............................

11.00 a.m. on 17 June

Latest time and date for receipt of completed Offer for Subscription Application Forms and payment in full under the Offer for Subscription..................................................................

11.00 a.m. on 17 June

Announcement of the results of the Placing and Open Offer and Offer for Subscription through a Regulatory Information Service.....

18 June

General Meeting ...........................................................................

11.00 a.m. on 18 June

Results of General Meeting announced through a Regulatory Information Service.......................................................................

18 June

Admission and commencement of dealings in the New Shares...

By 8.00 a.m. on 19 June

CREST Members' accounts credited in respect of New Shares in uncertificated form........................................................................

From 8.00 a.m. on 19 June

Expected despatch of definitive share certificates for New Shares in certificated form........................................................................

Within 14 days of Admission

 

Notes

1.  Each of the times and dates set out in the above timetable and mentioned in this announcement is subject to change by the Company (with the agreement of Liberum and Goldman Sachs International, in certain instances), in which event details of the new times and dates will be notified to the FCA and, where appropriate, to Shareholders.

2.  Any reference to a time in this announcement is to the time in London, United Kingdom, unless otherwise stated.

3.  The ability to participate in the Placing and Open Offer and the Offer for Subscription are subject to certain restrictions relating to Shareholders with registered addresses or located or resident in countries outside the United Kingdom.

Capitalised terms used but not defined in this announcement have the same meaning as set out in the announcement of the Firm Placing and Placing and Open Offer released by the Company earlier today.

This announcement contains inside information for the purposes of article 7 of EU Regulation 596/2014. The person who arranged the release of this announcement on behalf of Ted Baker was Peter Hearsey-Zoubie, Company Secretary.

 

For further information:

Ted Baker Plc

[email protected]

Rachel Osborne, Chief Executive Officer


David Wolffe, Chief Financial Officer


Liberum (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

 

Tulchan Communications

Tel: +44 (0) 20 3807 8484

Michelle Clarke, Jonathan Sibun, Will Palfreyman

Tel: +44 (0) 20 73534200

 

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, does not purport to be full or complete 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 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. 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 shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended 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, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the U.S. Securities Act of 1933, as amended 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.

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.

Goldman Sachs International is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority. Liberum is authorised and regulated by the FCA. Each of the Joint Bookrunners 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.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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