TIDMMTC
RNS Number : 3594O
Mothercare PLC
17 May 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART) IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN
OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
The information contained within this announcement is deemed by
the Company to constitute inside information for the purposes of
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public
domain.
Mothercare plc
("Mothercare", the "Company" or the "Group")
Comprehensive debt and equity refinancing of the Company
Restructuring of the UK store portfolio
Mothercare, the leading global retailer for parents and young
children, today announces comprehensive measures to refinance its
business (the "Refinancing") and to restructure its UK store
portfolio (the "UK Restructuring") through company voluntary
arrangements of certain of its subsidiaries (the "CVA Proposals").
These measures will allow Mothercare to return to a more stable
footing, accelerate the transformation of the Group and drive it
towards a viable and sustainable future.
Mothercare has consulted extensively with its stakeholders and
their support for this plan represents a strong signal of
commitment to the Group through this process.
Comprehensive debt and equity refinancing of the Company
Mothercare's Refinancing will provide funding of up to
GBP113.5m, comprising:
-- A proposed equity capital raising of GBP28m expected to be
launched in July 2018 by way of a firm placing, placing and open
offer (the "New Equity Issue"). The proceeds of the New Equity
issue will be used for general corporate purposes. The New Equity
Issue has the benefit of immediate standby underwriting from Numis
Securities Limited ("Numis")
-- Revised committed debt facilities of GBP67.5m with a final
maturity extended to December 2020 and certain interim step downs
to be provided by the Company's existing lenders (the "Revised Debt
Facilities")
-- New GBP8m shareholder loans from certain of the Company's
largest shareholders (the "Shareholder Loans"). Each of the
Shareholder Loans is convertible into new ordinary shares in the
Company at the option of the relevant shareholder, conditional
upon, among other things, the approval by the Company's
shareholders of the conversion of the relevant Shareholder Loan as
a related party transaction
-- A new debtor backed facility of up to GBP10m from one of the
Company's trade partners (the "Trade Partner Loan")
The Shareholder Loans and the Trade Partner Loan will provide
immediate access to up to GBP18m of additional liquidity which
will:
-- Fully meet the Company's short term liquidity requirements
-- Represent a strong signal of commitment and support from
certain of the Company's largest shareholders and trade partners,
alongside the Company's existing lenders, to support Mothercare
through this process
The Refinancing arrangements are conditional on certain events.
In particular:
-- The New Equity Issue is conditional (amongst other things)
upon the completion of the CVA Proposals in respect of certain of
the UK subsidiaries and upon approval by the Company's
shareholders
-- The conversion of a Shareholder Loan into new ordinary shares
is conditional (amongst other things) upon approval of the
arrangement by the Company's shareholders
-- Funds are available immediately under the Revised Debt
Facilities, although such funds would cease to be available in the
event that either the New Equity Issue or the CVA Proposals in
respect of certain of the UK subsidiaries do not complete
Restructuring of the UK store portfolio
The UK Restructuring will involve an accelerated reduction of
the UK store estate to reduce losses and rent liabilities and will
be effected through the CVA Proposals. The CVA Proposals are only
in respect of three of Mothercare's UK subsidiaries and only relate
to certain of Mothercare's UK leasehold property estate and certain
Mothercare intra-group creditors. A company voluntary arrangement
is a formal statutory procedure which enables a company to agree
with its unsecured creditors a composition in satisfaction of its
debts or an arrangement of its affairs which can determine how its
debts should be paid and in what proportions.
The launch of the CVA Proposals is not expected to affect the
ordinary course of operations of Mothercare and in particular:
-- Save for the landlords compromised by the CVA Proposals and
certain Mothercare intra-group creditors, no other creditors'
claims will be affected
-- The process to implement the CVA Proposals is expected to
complete in July 2018 with the CVA creditor meetings expected to be
held on 1 June 2018
The CVA Proposals and supporting management actions, once
completed, are expected to result in:
-- A resized store estate with 50 stores to be exited, and
material rent reductions on a further 21 stores
-- A stabilised financial performance through cost savings and/or eliminated losses
-- At least GBP10m cash inflow from store closures and working capital initiatives
-- Further cost savings of at least GBP5m as the business is right sized
-- Total store portfolio of 78 stores by FY20 (73 in FY22) from 137 stores today
Transformation and growth plan
Recent financial performance, impacted in particular by a large
number of legacy loss making stores within the UK estate, has
resulted in a perilous financial condition for the Group. Given the
financial position, the board instigated a full financial review.
The financial review concluded that delivering the Refinancing and
the UK Restructuring represent the most viable option to establish
a sustainable future for Mothercare. The board believes the
Refinancing and UK Restructuring will deliver:
-- Stabilised and renewed financial footing for Mothercare
-- Acceleration of Mothercare's transformation and growth plan
-- Disciplined focus upon cost control and cash generation throughout the business
Commenting on today's Refinancing and UK Restructuring, Clive
Whiley, the Company's Interim Executive Chairman, said:
" The recent financial performance of the business, impacted in
particular by a large number of legacy loss making stores within
the UK estate, has resulted in an unsustainable situation for the
Mothercare brand, meaning the Group was in clear need of an
appropriate resolution. Since my appointment as Interim Executive
Chairman, my priority has been to galvanise support from all of our
stakeholders and provide a solution to the short-term problems
facing the Company.
These comprehensive measures provide a renewed and stable
financial structure for the business and will drive a step change
in Mothercare's transformation. The potential for the Mothercare
brand in the UK, benefitting from a restructured store estate, and
internationally remains significant. However, there remains much to
do and we must maintain a disciplined focus on cost control and
cash generation throughout the business, but these measures provide
a solid platform from which to reposition the Group and begin to
focus on growth, both in the UK and internationally."
Enquiries
Mothercare plc
David Wood / Glyn Hughes 01923 206455
MHP Communications
Tim Rowntree / Simon Hockridge 020 3128 8778
Numis Securities Limited
Luke Bordewich / Oliver Cardigan / Tom Ballard 0207 260 1000
KPMG
Press Office (Katy Broomhead) 0161 246 4623
Notes:
1. This announcement contains inside information for the
purposes of Article 7 of Regulation (EU) No 596/2014.
2. The person responsible for the release of this announcement
is Alice Darwall, Group General Counsel and Company Secretary at
Mothercare plc, Cherry Tree Road, Watford, Hertfordshire, WD24
6SH.
3. LEI number of Mothercare plc: 213800ZL6RPV9Z9GFO74.
Chairman's Statement
Since my appointment as Interim Executive Chairman on the 19th
April, my priority has been to act as a catalyst to galvanise
support, from all of our stakeholders and to provide a resolution
to the short-term problems facing the Company. In that context I am
pleased to report that the comprehensive measures set out in this
announcement present demonstrable evidence of a sea change in the
fortunes of Mothercare, notwithstanding the unavoidable impact upon
some of our colleagues and the headwinds being experienced by the
retail sector as a whole.
In short, deterioration in the Company's trading performance in
the second half of last year was exacerbated by the necessity to
run the business for cash in order to operate within our available
financing facilities whilst simultaneously having to bear a
mounting burden of professional costs that threatened to inundate
the business. I have been impressed by the resilience of the
executive team who have successfully managed this process, without
undue pressure on our valued trading partners.
The measures outlined today are comprehensive, harness support
from key stakeholders and, upon completion of the CVA Proposals and
New Equity Issue, will present a definitive solution to both the
operational and financial deficiencies apparent at the March year
end.
As a direct result of the CVA Proposals, our UK store count,
which has been reduced by 46% over the last five years as part of a
programme to reduce the footprint to 92 stores by 2023, is expected
to fall to 78 stores (a further reduction of 43%) by the end of
FY20.
We are acutely aware of the impact of the UK Restructuring on
certain stakeholders and we have taken the opportunity, where
legally appropriate, to consult with:
-- the British Property Federation, as the trade body
representing many of our Landlords as well as directly with
individual landlords wherever possible;
-- the Pension Protection Fund, The Pensions Regulator and the
trustees of the Company's pension schemes, as a result of which the
PPF has indicated its intention to vote in favour of the CVA
Proposals; and
-- staff representatives, where we commence engagement today in
order to communicate effectively with all employees affected by the
proposals.
The CVA Proposals will trigger a Pension Protection Fund ("PPF")
assessment period, during which the PPF assumes the rights of the
trustees of the Company's pension funds, including voting rights.
The Company has entered into a deficit recovery contributions deed
to ensure that pension scheme contributions are protected.
We will ensure that the above measures are reinforced by a root
and branch review of every facet of the business, alongside a
disciplined approach to further cost cutting and working capital
initiatives already in train.
I would like to thank Alan Parker, who retired in April after
six years as Chairman, for his service to the Company.
In addition, Mark Newton-Jones has agreed to return as Chief
Executive Officer (subject to execution of contract, further
details of which will be included in a separate announcement in due
course) alongside David Wood becoming Group Managing Director. Both
will be members of the Mothercare plc Board. In my view, alongside
Glyn Hughes' strong performance as Chief Financial Officer, this
provides us with a first-class Executive team to ensure
implementation of the transformational tasks ahead of us.
I am satisfied that the actions detailed in this announcement
depict a business that is undergoing significant change both
financially and culturally, however, we should not forget the
impact of the CVA Proposals on our colleagues and contractors.
Ultimately it will be down to the reinvigorated executive
management team, with rigorous board oversight to prove to
shareholders that it can be trusted to restore Mothercare to its
former pre-eminent position.
As usual we will report on first quarter trading in July
2018.
Background to and reasons for today's Refinancing and UK
Restructuring
Given the worsening state of the Company's financial position
through the last six months and the ongoing sustained losses in its
UK operations, the Company's board concluded that there is no
viable or acceptable alternative to today's UK Restructuring and
CVA Proposals which are expected to enable the Company to refinance
its business fully. With the support of its key stakeholders -
employees, suppliers, trade partners, shareholders, lending banks,
pension fund and landlords - upon completion of the UK
Restructuring and Refinancing measures announced today, the Company
believes it will be well placed to deliver the overdue completion
of the Transformation and Growth Plan launched in 2014.
Notwithstanding the efforts of colleagues in the business and
our international franchisees, the business has not moved far or
fast enough to keep up with the ever changing dynamics and shopping
patterns of our customers. The continued decline of UK high street
footfall and our inflexible and deep store cost base, alongside the
ever growing importance of multichannel retailing, presented
significant and worsening challenges to our business model with our
current number of stores in the UK.
We believe that in the last few years our strategy has been
broadly right - defining our place as a leading global brand and
retailer for parents and young children - but our execution has
been too slow and expensive and we need to move faster, be more
efficient and improve our focus on cash generation and returns.
The Refinancing together with the proposed UK Restructuring and
completion of the CVA Proposals in respect of certain of the UK
subsidiaries (upon which the Refinancing is conditional), will
allow the Company both to accelerate the Transformation and Growth
Plan with:
-- the exit from 50 UK stores which is targeted to complete by
June 2019 would put us on our way to achieve our targeted estate of
78 stores in the UK by the end of FY20;
-- cost reductions of at least GBP10m per annum including rent
reductions in 71 stores and further cost saving programmes from
store and from central cost overheads; and
-- realise at least GBP10m cash within 18 months from these
store closures, working capital improvements and head office
restructuring
This is expected to return our UK business towards financial
sustainability and positive cash contribution, but to remain
sustainable we will need to improve our customer offer and product
range, the in-store execution of our remaining estate and our
online proposition. In our base plans we are assuming that we will
see a vast reduction in the majority of the sales from the stores
that we are closing, although we will continue to focus on our
online offering in order to re-capture a proportion of these sales.
The business recognises this challenge and the potential upside
that this presents. Our retail operations team is focused on
capturing these sales and on driving UK revenue forward during this
period of significant change.
Our international operations are a profitable cornerstone of our
Group's profitability, now and into the future. It is a cash
generative franchise business model with 1,131 stores in 48
countries, bringing the Mothercare brand to customers at that most
special point in their families' lives. The business has developed
well since we opened the first franchise store in 1984 and we have
worked alongside our franchise partners as they have grown their
businesses in existing markets and breaking ground in new
territories. Despite the headwinds experienced in some of our
overseas markets in recent years, our international operations
remain a profitable and significantly cash generative business with
the strong support of our franchise partners.
Some of the pressures and customer dynamics in those markets are
the same as those we face in the UK, most notably with the customer
shift to online retail. We have, for a period, been working
together with our longstanding partners to restructure, regularise
and formalise the arrangements and contracts between us. We have
entered into new contracts with a number of the key partners, and
we will seek to repeat this across our international network. This
will enable us over time to right size and strengthen our
international operations with terms of trade that incentivise us
both to support sustainable growth and brand strength, improved
direct and online operations in their markets and globally, and
improve the cash generation and profitability of our international
stores.
As we move forward, we aim to operate Mothercare with no term
debt for the foreseeable future, utilising our Revised Debt
Facilities to finance our normal seasonal intra-year working
capital cycle.
Financial Review
Our audited financial results for the year to 24 March 2018 are
expected to be published later today and will show a performance
in-line with our previous guidance. At the end of the 2017/2018
financial year, Mothercare had net debt of GBP44.1m with the normal
seasonal working capital cash outflow building thereafter. This was
against existing committed bank facilities of GBP62.5m scheduled to
step-down in November 2018 to GBP50m in addition to a GBP5m
uncommitted overdraft facility. As we announced on 2 March this
year, we faced the prospect of breaching certain of the covenants
on our facilities and were approaching the limits of our financing
facilities in total. Given the financial position, the board
instigated a full financial review involving external advisers to
consider the financing options available to the Group to address
its capital structure. The financial review concluded that
delivering the Refinancing and the CVA Proposals are absolutely
vital to the future for Mothercare.
Refinancing
The Refinancing comprises three main parts:
1. Immediate access to additional liquidity
We have entered into agreements for two new facilities to
provide incremental liquidity of up to GBP18m to provide us with
further working capital to support us through the UK Restructuring
and the CVA Proposals:
(a) We have entered into an agreement for the Shareholder Loan
with ORA Capital in the amount of GBP5m, DC Thomson in the amount
of GBP2m and Lombard Odier in the amount of GBP1m - or affiliates
thereof - for an aggregate amount of GBP8m. Under the terms of the
agreements:
i. The Shareholder Loans are for a three year term (to 30 June
2021), are unsecured and carry a compound coupon of 0.83333% per
month which capitalises into the principal on a monthly basis. The
Shareholder Loans have been made available to the Company on normal
commercial terms, on an unsecured basis and do not have any unusual
features. As such, Numis has confirmed that the provision of funds
to Mothercare pursuant to the Shareholder Loans does not constitute
a related party transaction (as defined in Listing Rule 11).
ii. The Shareholder Loans include provisions that the principal
amount of the loan, together with any accrued, non-capitalised
interest and a redemption premium of 10%, may be converted into new
ordinary shares at the lower of (i) 19 pence per new ordinary
share; and (ii) the most recent price at which any shareholders
have subscribed for newly issued equity in the Company since entry
into the Shareholder Loans. Such conversion may take place on each
of 31 May (other than 31 May 2018) and 30 November each year at the
option of the relevant lenders.
iii. The conversion of a Shareholder Loan into new ordinary
shares is conditional upon a number of shareholder approvals,
including as a related party transaction (as defined in Listing
Rule 11).
iv. When converted, a redemption premium of 10% of the amount of the loan, together with accrued, non-capitalised interest will be satisfied with the issuance of further new ordinary shares to the provider of the Shareholder Loan being converted.
v. In the event Clive Whiley ceases to be a director of the
Company, the lenders shall, subject to certain conditions as to
minimum aggregate equity holding, have the right to nominate a
single director for appointment to the board.
(b) We have agreed a new loan facility with one trade partner to
advance up to the dollar equivalent of GBP10m. This facility will
accelerate receipt by the Company of certain franchise and royalty
fees, with amounts available under this facility varying through
the year to reflect the seasonal working capital cycle of such
payments.
2. Standby underwritten New Equity Issue of GBP28m
We are fortunate to enjoy strong support from our leading
shareholders and a number of other investing institutions, which
gives us the confidence to enter into these arrangements with the
appropriate degree of funding certainty that we require at this
time. Mothercare therefore proposes to launch a New Equity Issue
for the amount of GBP28m. The New Equity Issue has the benefit of
standby underwriting from Numis which is the bridge from today to
the completion date of the New Equity Issue expected to occur in
July 2018 following the completion of the CVA Proposals.
The New Equity Issue is expected to be by way of a firm placing,
placing and open offer to be launched in July 2018 or earlier if
circumstances permit, with the general meeting of shareholders to
approve the resolutions necessary to give effect to the New Equity
Issue to be held later in July 2018. The Company should receive the
proceeds of the New Equity Issue in July or August 2018, subject
to, among other things, the CVA Proposals in respect of certain of
the UK subsidiaries having been approved at each of the meetings
and subject to there having been no successful challenge to the CVA
Proposals in respect of certain of the UK subsidiaries.
The final terms of the New Equity Issue, including the issue
price, number of new ordinary shares and form of New Equity Issue
are subject to agreement between Mothercare and Numis at the time
of launching the New Equity Issue in accordance with the terms and
conditions in the standby underwriting agreement entered into by
Numis and Mothercare. The proceeds of the New Equity issue will be
used for general working capital purposes.
The principal conditions to these underwriting arrangements are
the completion of the CVA Proposals in respect of certain of the UK
subsidiaries, the publication of an FCA approved prospectus,
shareholder approval for New Equity Issue, entry into an
underwriting agreement and related matters and no material adverse
change occurring in the business or operations of Mothercare. The
standby underwriting agreement includes an undertaking to implement
a share capital reorganisation such that the nominal value of
Mothercare's ordinary shares shall be 1 penny per ordinary share
rather than 50 pence per ordinary share.
3. Revised Debt Facilities of GBP67.5m
We have today entered into Revised Debt Facilities with our
relationship banks, HSBC and Barclays. Our existing facilities have
been amended and extended such that we will have increased
committed facilities of GBP67.5m expiring in December 2020 with a
step down in the committed facility amount to GBP50m from November
2018 and a further step down to GBP30m from September 2020 and with
customary covenants and conditions for facilities of this nature
(although from the first step down, an additional GBP5m uncommitted
overdraft will be provided). We have agreed necessary changes under
the Revised Debt Facilities to support delivery of the CVA
Proposals and New Equity Issue process. Such arrangements will be
withdrawn in the event that either the CVA Proposals in respect of
certain of the UK subsidiaries or the New Equity Issue do not
complete. The Board is grateful for the continued support of our
financing banks through this period of acute financing
pressure.
The UK Restructuring and CVA Proposals
The UK Restructuring and the CVA Proposals are an integral part
of the proposals to refinance and restructure our operations. Key
elements of the Refinancing, including the New Equity Issue and
continued availability of the Revised Debt Facilities are
conditional on the successful completion of the CVA Proposals in
respect of certain of the UK subsidiaries. Against this background
we have no other viable or acceptable alternative to today's UK
Restructuring and CVA Proposals to enable us to refinance our
business fully, and without this process there is a real prospect
of putting our UK operations into administration, which would
impact the Mothercare group of companies as a whole, including our
international operations.
The CVA Proposals will enable Mothercare to undertake a
fundamental restructuring of its property portfolio which will
accelerate the transformation and growth plan. The CVA Proposals
will not materially affect any other external creditors of
Mothercare except for those landlords of compromised sites and
certain Mothercare intra-group creditors. If approved and
implemented, the CVA Proposals will demonstrably provide these
landlords and intra-group creditors with a greater return than the
amount it is estimated that unsecured creditors would receive if
Mothercare and/or its UK subsidiaries were to be placed in
administration.
We have, with advice from KPMG, our financial adviser on the CVA
Proposals, carried out a comprehensive review of our property
portfolio and have identified 71 sites that are underperforming
and/or on unfavourable lease terms or, in certain cases, not
expected to have significant strategic value going forward. Our
property leases have been categorised into four categories, and the
CVA Proposals have been structured to effect the necessary
restructuring of each category of leases to the accelerated
transformation and growth plan.
The CVA Proposals distinguish between (i) sites that are
performing adequately or are core to the future business ("Category
1 Premises"), (ii) sites that are underperforming by virtue of
being marginally profitable and/or where property costs are above
market and a rent reduction is necessary to restore the
medium-to-long term viability of these sites ("Category 2
Premises"), (iii) sites that are underperforming and/or on
unfavourable lease terms or, in certain cases, are not expected to
have future strategic value to the Company ("Category 3 Premises")
and (iv) sites where the relevant lease has expired with
outstanding dilapidations liabilities ("Category 4 Premises").
In respect of Category 1 Premises, the CVA Proposals will
temporarily vary the terms of the 66 Category 1 Premises so that
principal rent, service charge and insurance will be paid on a
monthly rather than quarterly basis for a period of 3 years from
the June 2018 rental payment.
In respect of Category 2 Premises, the CVA Proposals will vary
the terms of the leases of the 21 Category 2 Premises so that rent
will be reduced to 50% of the current contractual rent plus all
contractual amounts payable in respect of turnover rent (if any),
insurance and service charge and the principal rent, service charge
and insurance will be paid on a monthly rather than quarterly basis
until the earlier of (i) the expiry of the relevant lease or (ii)
the date falling three years after the next payment date for the
relevant lease. The CVA Proposals will also allow landlords of
Category 2 Premises to terminate the leases of Category 2 Premises
within the six month period following the effective date of the CVA
Proposals on giving 60 days' notice.
In respect of Category 3 Premises, the CVA Proposals will enable
the exit from 50 sites by 1 June 2019, with rent reduced to 30% of
contractual rent in the intervening period plus 5% of contractual
rent in lieu of dilapidations (if any) and any contractual amount
payable in respect of turnover rent (if any), insurance and service
charge. The CVA Proposals will also allow landlords of Category 3
Premises to terminate the leases of Category 3 Premises within the
six month period following the effective date of the CVA Proposals
on giving 60 days' notice. Furthermore, the CVA Proposals will
provide for a fund of GBP1m to make payments to landlords of
Category 3 Premises that will be payable no later than the date
falling 24 months after the effective date of the CVA
Proposals.
In respect of the Category 4 Premises, the CVA Proposals will
provide for the compromise and release of dilapidations and other
related liabilities in exchange for payment of 5% of the final
monthly rent of the relevant lease of the Category 4 Premises
immediately before such lease expired.
In addition to the above, the CVA Proposals will also compromise
certain intra-group balances owed by the companies undergoing the
CVA Proposals in favour of certain entities in the Mothercare
Group.
The CVA Proposals do not seek to compromise claims of any
creditors other than those set out above. Accordingly, the claims
of all suppliers, the entitlements of employees and recovery
contributions to the Group's defined benefit pension schemes will
continue to be paid in full.
The launch of the CVA Proposals does not affect the current
ordinary course operations of the Group. Mothercare is not in and
will not be in administration as a result of launching the CVA
Proposals.
Outlook and Guidance
The CVA Proposals and UK Restructuring will accelerate our
previously announced transformation and growth plan, rightsizing
our UK store footprint quickly to return the business to a viable
and sustainable footing. The exit from 50 UK stores by June 2019
will achieve a targeted estate of 78 stores by 2020 in the UK
backed by an invigorated online presence at Mothercare.com. Whilst
our plans involve some reinvestment in our customer proposition
online and to a lesser extent in store, the board sees significant
benefits from the UK Restructuring and CVA process that will put
Mothercare on a stable financial footing once again.
The closure programme and rent reductions arising from the CVA
Proposals are expected to reduce our cost base and/or eliminate
losses of at least GBP10m per annum on a run rate basis. This is
expected to be achieved in the first quarter of FY20. Management
have identified a number of opportunities to generate and/or
realise cash from our operations arising from the CVA store
closures, as well as other management actions. In total we plan to
realise at least GBP15m cash within 18 months from these store
closures, working capital management and other actions.
It remains apparent to the board that our attitude to cost and
efficiency needs to reflect both the situation in which the company
has found itself and the size and scale of the business following
the CVA Proposals. Whilst the board took action in the second half
of FY18 and reduced central costs by GBP10m per annum, there
remains considerable opportunity to improve efficiency without
compromising the business' capability and customer proposition.
There are plans in hand to reduce costs further, whilst ensuring
that we provide the same high value and exceptional service to our
customers.
Anticipated Timetable
-- Launch date - 17 May 2018
-- Dispatch of notices to CVA Creditors - 17 May 2018
-- Date of the Creditors' Meetings - 1 June 2018
-- Anticipated date for the relevant reports to be filed with
the Court under section 4(6) of the Act - 4 June 2018
-- Launch of GBP28m equity issue - mid/late-June
-- End of the Challenge Periods - 29 June 2018
-- EGM and completion of equity issue - early/mid-July
Important notice
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness. The
information in this announcement is subject to change. Nothing in
this announcement should be interpreted as a term or condition of
the proposed New Equity Issue.
This announcement contains "forward-looking statements" with
respect to the financial condition, results of operations and
business of Mothercare and to certain of Mothercare's plans and
objectives with respect to these items.
Forward-looking statements are sometimes but not always
identified by the use of a date in the future or such words as
'anticipates', 'aims', 'due', 'could', 'may', 'should', 'expects',
'believes', 'intends', 'plans', 'targets', 'goal', or 'estimates'.
By their very nature forward-looking statements are inherently
unpredictable, speculative and involve risk and uncertainty because
they relate to events and depend on circumstances that may or will
occur in the future.
There are various factors that could cause actual results and
developments to differ materially from those expressed or implied
by these forward-looking statements. These factors include, but are
not limited to, changes in the economies, political situations and
markets in which Mothercare operates; changes in the regulatory or
competition frameworks in which Mothercare operates; the impact of
legal or other proceedings against or which affect Mothercare;
changes in inflation or exchange rates.
All written or verbal forward-looking statements, made in this
document or made subsequently, which are attributable to Mothercare
or persons acting on their behalf, are expressly qualified in their
entirety by the factors referred to above.
Neither Mothercare nor any other person (including Numis)
intends to update these forward-looking statements.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Mothercare and for no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Mothercare for providing the protections afforded
to clients of Numis (as the case may be) nor for providing advice
in relation to the matters referred to in this announcement or any
other transaction, arrangement or matter referred to in this
announcement.
This announcement has been issued by Mothercare plc and is the
sole responsibility of Mothercare plc. 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 Numis, or by any of its affiliates or agents as to, or
in relation to, the accuracy 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, and any
liability therefore is expressly disclaimed.
This announcement and the information contained herein do not
constitute an offer of securities in the United States. The
securities referred to in this announcement have not been and will
not be registered under the US Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold in the
United States absent registration under the Securities Act or
pursuant to an exemption from, or a transaction not subject to,
such registration requirements. Mothercare has not registered and
does not intend to register the offering of any securities in the
United States or to conduct a public offering of any securities in
the United States.
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, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCSFDSIWFASEII
(END) Dow Jones Newswires
May 17, 2018 02:00 ET (06:00 GMT)
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