TIDMBOO
RNS Number : 3401S
boohoo group plc
08 March 2023
For Immediate Release 8 March 2023
boohoo group plc
("boohoo " or the " Company " )
Result of General Meeting, EBT Share Purchases,
Related Party Transactions and PDMR Notifications
Result of General Meeting
Further to the announcement dated 16 February 2023 which set out
the Remuneration Committee's intention to adopt a new Growth Plan
subject to shareholder approval (the "Growth Plan Announcement"),
the Company announces that the ordinary resolution (the
"Resolution") to approve the Growth Plan was passed on a poll at
the General Meeting held earlier today, 8 March 2023.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Growth Plan Announcement.
The votes cast at the General Meeting, including those in
respect of shareholders who appointed the Chair of the General
Meeting as their proxy, were as follows:
Votes for Votes against Votes withheld
----------------------
Number % Number % Number
------------ ------ ------------ ------ ---------------
Ordinary Resolution:
Adoption of the
Growth Plan 513,125,462 62.61 306,495,031 37.39 88,969
------------ ------ ------------ ------ ---------------
The Remuneration Committee will reflect on feedback gathered
throughout the consultation process regarding the Growth Plan, and
will continue to engage with shareholders with regard to the
Group's remuneration policy to ensure that shareholder views are
considered.
EBT Share Purchases
boohoo has irrevocably instructed the boohoo.com plc Employee
Benefit Trust (the "EBT") to purchase up to GBP10 million ordinary
shares of GBP0.01 each in the capital of the Company ("boohoo
Shares") to satisfy awards under the Growth Plan, in line with the
settlement mechanics set out in the Circular and Notice of General
Meeting (the "Circular") that was made available to shareholders on
17 February 2023.
Iain McDonald, Chairman of the Remuneration Committee,
commented:
"The Growth Plan was designed with an intention to rebuild
substantial shareholder value through the delivery of extremely
ambitious targets, and it acts as a powerful retention, recruitment
and incentivisation tool for all participants, resolutely aligning
their interests with those of our shareholders. We followed a
detailed consultation exercise with a number of our larger
shareholders and we thank all of them very much for their
engagement and contributions."
Mahmud Kamani, Executive Chairman of boohoo, commented:
"As boohoo's largest shareholder I wholeheartedly endorsed the
Growth Plan, recognising the importance of aligning the interests
of all shareholders with those of our hardworking boohoo
colleagues. The value generated for shareholders would be some 25
times greater than the maximum award of the Plan, and I am
therefore pleased that it is being implemented."
PDMR notifications
Following the passing of the Resolution at the General Meeting,
as described in the Growth Plan Announcement, awards under the
Growth Plan have been made to the following PDMRs, resulting in
them being issued C ordinary shares in boohoo holdings limited ("C
Shares"), an intermediary holding company of the Group, at an
average cost of 797p per C Share (the price per C share is
calculated for each tranche, the details of which are contained in
the tables at the end of this announcement).
Participant Maximum potential award
under the Growth Plan for
reaching an implied Company
market value of GBP5bn (1)
-------------- -----------------------------
John Lyttle GBP50.0m
-------------- -----------------------------
Shaun McCabe GBP25.0m
-------------- -----------------------------
Carol Kane(2) GBP20.0m
-------------- -----------------------------
1 A GBP5bn market capitalisation is based on the fifth and final
tranche of the Growth Plan being achieved, with success measured on
a 90-day average share price of or above 395p, and using the
current issued share capital of the Company.
2 Carol Kane will not participate in any award from either
tranche 1 or tranche 2.
Additional Related Party Transactions
The Growth Plan awards are divided into five tranches, each
subject to a performance condition whereby a distinct 90-day
average share price hurdle must be achieved within an overall
five-year measurement period from the date of grant. The first two
tranches (which have share price hurdles of 95p and 158p
respectively) will vest on the first anniversary of the achievement
of the relevant share price performance condition, and the next 3
tranches (which have share price hurdles of 237p, 316p and 395p
respectively) will vest on the earlier of the third anniversary of
the achievement of the relevant share price performance condition
and 8 March 2029.
On the basis of full utilisation and full vesting, the Growth
Plan could result in a maximum dilution of approximately 6.06 % for
existing shareholders. Further detail on the Growth Plan is
contained in the Growth Plan Announcement and is set out in the
Circular which is available at www.boohooplc.com .
Following the implementation of the Growth Plan, further related
party awards were made to a number of employees, including Paul
Papworth, Tom Binns and Miles Rothbury, each of whom is considered
a related party within the meaning of the AIM Rules for Companies
by virtue of being a statutory director of a subsidiary company of
the Group (the "Related Party Employees"). The maximum value of the
potential award granted to each of Paul, Tom and Miles is GBP5.0m,
GBP2.0m and GBP1.0m respectively (the "Additional Related Party
Awards"). These awards each constituted a related party transaction
and resulted in the Related Party Employees subscribing for 1,467,
587, and 293 C Shares respectively at an average cost of 797p per C
Share, and could result in the issue of a maximum number of
2,266,065, 906,424, and 453,211 boohoo Shares respectively, if the
Growth Plan is fully achieved.
The Independent Directors, being Brian Small, Iain McDonald and
Tim Morris (who each also sit on the Remuneration Committee) and
Kirsty Britz and Neil Catto, consider, having consulted with the
Company's Nominated Adviser, Zeus Capital Limited ("Zeus"), that
the terms of the Additional Related Party Awards are fair and
reasonable insofar as the Company's shareholders are concerned. In
providing advice to the Independent Directors, Zeus has taken into
account the following:
-- the maximum dilution of 6.06% under the Growth Plan;
-- the stretching targets ranging up to an implied market capitalisation of over GBP5.0 billion;
-- that the terms of the Growth Plan have been the subject of a
shareholder consultation process;
-- that the adoption of the Growth Plan and the grant of awards
under it was conditional on shareholder approval; and
-- the commercial assessments of the Independent Directors.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name John Lyttle
--------------------- --------------------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------
a) Position/status Chief Executive Officer
--------------------- --------------------------------------------------
b) Initial notification Initial notification
/Amendment
--------------------- --------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------
a) Name boohoo group plc
--------------------- --------------------------------------------------
b) LEI 213800SZF3KFCECWY243
--------------------- --------------------------------------------------
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 C ordinary shares of GBP0.001 each in the capital
of the financial of boohoo holdings limited
instrument,
type of instrument
Identification ISIN: JE00BG6L7297
code
--------------------- --------------------------------------------------
b) Nature of the Issue of C ordinary shares in boohoo holdings
transaction limited as a result of participation in the
Growth Plan
--------------------- --------------------------------------------------
c) Price(s) and Price No. of shares
volume(s) GBP116,985 in total 14,668
--------------
--------------------- --------------------------------------------------
d) Aggregated Price No. of shares
information GBP116,985 in total 14,668
- Aggregated --------------
volume
- Price
--------------------- --------------------------------------------------
e) Date of the 8 March 2023
transaction
--------------------- --------------------------------------------------
f) Place of the Off market
transaction
--------------------- --------------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Carol Kane
--------------------- --------------------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------
a) Position/status Executive Director and Co-Founder
--------------------- --------------------------------------------------
b) Initial notification Initial notification
/Amendment
--------------------- --------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------
a) Name boohoo group plc
--------------------- --------------------------------------------------
b) LEI 213800SZF3KFCECWY243
--------------------- --------------------------------------------------
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 C ordinary shares of GBP0.001 each in the capital
of the financial of boohoo holdings limited
instrument,
type of instrument
Identification ISIN: JE00BG6L7297
code
--------------------- --------------------------------------------------
b) Nature of the Issue of C ordinary shares in boohoo holdings
transaction limited as a result of participation in the
Growth Plan
--------------------- --------------------------------------------------
c) Price(s) and Price No. of shares
volume(s) GBP12,451 in total 4,528
--------------
--------------------- --------------------------------------------------
d) Aggregated Price No. of shares
information GBP12,451 in total 4,528
- Aggregated --------------
volume
- Price
--------------------- --------------------------------------------------
e) Date of the 8 March 2023
transaction
--------------------- --------------------------------------------------
f) Place of the Off market
transaction
--------------------- --------------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Shaun McCabe
--------------------- --------------------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------
a) Position/status Chief Financial Officer
--------------------- --------------------------------------------------
b) Initial notification Initial notification
/Amendment
--------------------- --------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------
a) Name boohoo group plc
--------------------- --------------------------------------------------
b) LEI 213800SZF3KFCECWY243
--------------------- --------------------------------------------------
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 C ordinary shares of GBP0.001 each in the capital
of the financial of boohoo holdings limited
instrument,
type of instrument
Identification ISIN: JE00BG6L7297
code
--------------------- --------------------------------------------------
b) Nature of the Issue of C ordinary shares in boohoo holdings
transaction limited as a result of participation in the
Growth Plan
--------------------- --------------------------------------------------
c) Price(s) and Price No. of shares
volume(s) GBP58,495 in total 7,334
--------------
--------------------- --------------------------------------------------
d) Aggregated Price No. of shares
information GBP58,495 in total 7,334
- Aggregated --------------
volume
- Price
--------------------- --------------------------------------------------
e) Date of the 8 March 2023
transaction
--------------------- --------------------------------------------------
f) Place of the Off market
transaction
--------------------- --------------------------------------------------
Enquiries
boohoo group plc
Alistair Davies, Investor Relations Tel: +44 (0)161 233 2050
Clara Melia, Investor Relations Tel: +44 (0)20 3289 5520
Mark Mochalski, Investor Relations Tel: +44 (0)20 3239 6289
Zeus - Nominated adviser and joint broker
Andrew Jones / James Edis / Dan Bate Tel: +44 (0)161 831 1512
Benjamin Robertson Tel: +44 (0)20 3829 5000
Jefferies - Joint broker
Ed Matthews / Harry Le May Tel: +44 (0)20 7029 8000
Buchanan - Financial PR adviser boohoo@buchanan.uk.com
Richard Oldworth / Toto Berger / Verity Tel: +44 (0)20 7466 5000
Parker
About boohoo group plc
"Leading the fashion eCommerce market"
Founded in Manchester in 2006, boohoo is an inclusive and innovative
global brand targeting young, value-orientated customers, pushing
boundaries to bring its customers up-to-date and inspirational
fashion, 24/7.
In 2017, the group extended its customer offering through the
acquisitions of the vibrant fashion brand PrettyLittleThing
and free-thinking brand Nasty Gal. In March 2019, the group
acquired the MissPap brand, in August 2019 the Karen Millen
and Coast brands and in June 2020 the Warehouse and Oasis brands,
all complementary to the group's scalable, multi-brand platform.
In January 2021, the group acquired the intellectual property
assets of Debenhams, with the goal of transforming a leading
UK fashion and beauty retailer into a digital department store
and marketplace through a new capital-light and low-risk operating
model. In February 2021, the group acquired the intellectual
property assets of UK brands Dorothy Perkins, Wallis and Burton.
As at 31 August 2022, the boohoo group had 19 million active
customers across all its brands around the world.
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END
MSCFLFVEVIITIIV
(END) Dow Jones Newswires
March 08, 2023 10:32 ET (15:32 GMT)
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