REG - boohoo group plc - Result of General Meeting & Growth Plan Awards

BoohooAnnouncement

08/03/2023 15:45

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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:          513,125,462  62.61  306,495,031  37.39    88,969

 Adoption of the Growth Plan

 

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 £10 million ordinary shares of £0.01 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 £5bn(1)
 John Lyttle    £50.0m
 Shaun McCabe   £25.0m
 Carol Kane(2)  £20.0m

1 A £5bn 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
(http://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 £5.0m,
£2.0m and £1.0m 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 £5.0 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 /Amendment                              Initial notification

 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 of the financial instrument, type of instrument  C ordinary shares of £0.001 each in the capital of boohoo holdings limited

      Identification code

                                                                   ISIN: JE00BG6L7297
 b)   Nature of the transaction                                    Issue of C ordinary shares in boohoo holdings limited as a result of
                                                                   participation in the Growth Plan

 c)   Price(s) and volume(s)

Price               No. of shares
                                                                   £116,985 in total   14,668

 

 d)   Aggregated information

Price               No. of shares
      - Aggregated volume                                          £116,985 in total   14,668

      - Price
 

 e)   Date of the transaction                                      8 March 2023

 f)   Place of the transaction                                     Off market

 

 

d)

Aggregated information

- Aggregated volume

- Price

 

 Price               No. of shares
 £116,985 in total   14,668

 

 

e)

Date of the transaction

8 March 2023

 

f)

Place of the transaction

Off market

 

 

 

 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 /Amendment                              Initial notification

 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 of the financial instrument, type of instrument  C ordinary shares of £0.001 each in the capital of boohoo holdings limited

      Identification code

                                                                   ISIN: JE00BG6L7297
 b)   Nature of the transaction                                    Issue of C ordinary shares in boohoo holdings limited as a result of
                                                                   participation in the Growth Plan

 c)   Price(s) and volume(s)

Price              No. of shares
                                                                   £12,451 in total   4,528

 

 d)   Aggregated information

Price              No. of shares
      - Aggregated volume                                          £12,451 in total   4,528

      - Price
 

 e)   Date of the transaction                                      8 March 2023

 f)   Place of the transaction                                     Off market

 

 

d)

Aggregated information

- Aggregated volume

- Price

 

 Price              No. of shares
 £12,451 in total   4,528

 

 

e)

Date of the transaction

8 March 2023

 

f)

Place of the transaction

Off market

 

 

 

 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 /Amendment                              Initial notification

 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 of the financial instrument, type of instrument  C ordinary shares of £0.001 each in the capital of boohoo holdings limited

      Identification code

                                                                   ISIN: JE00BG6L7297
 b)   Nature of the transaction                                    Issue of C ordinary shares in boohoo holdings limited as a result of
                                                                   participation in the Growth Plan

 c)   Price(s) and volume(s)

Price              No. of shares
                                                                   £58,495 in total   7,334

 

 d)   Aggregated information

Price              No. of shares
      - Aggregated volume                                          £58,495 in total   7,334

      - Price
 

 e)   Date of the transaction                                      8 March 2023

 f)   Place of the transaction                                     Off market

 

 

d)

Aggregated information

- Aggregated volume

- Price

 

 Price              No. of shares
 £58,495 in total   7,334

 

 

e)

Date of the transaction

8 March 2023

 

f)

Place of the transaction

Off market

 

 

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 Parker  Tel: +44 (0)20 7466 5000

 

 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.

 

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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