REG - Boohoo Group Plc - Admission, TVR and Director Dealings

BoohooAnnouncement

24/02/2026 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260224:nRSX1595Ua&default-theme=true

RNS Number : 1595U  Boohoo Group Plc  24 February 2026

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.

 

24 February 2026

 

boohoo group plc

("Debenhams Group", the "Group" or the "Company")

 

Admission, Total Voting Rights and Director Dealings

Debenhams Group (AIM:DEBS), a leading online platform, is pleased to confirm,
further to the Company's "Result of Fundraise and Board Change" announcement
released at 7:00 a.m. on 19 February 2026 (the "Result Announcement"), that
222,222,222 New Ordinary Shares were admitted to trading on AIM at 8:00 a.m.
on 23 February 2026.

Admission and Total Voting Rights

Following Admission, the total number of Ordinary Shares and voting rights in
the Company is 1,619,720,334. No Ordinary Shares are held in treasury. This
figure for the total number of Ordinary Shares may be used by shareholders as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

Director Dealings

Pursuant to the Placing, the Company confirms that Dan Finley, CEO; Mahmud
Kamani, Executive Vice Chair; and Iain McDonald (via funds managed by Iain),
Non-Executive Director, purchased Ordinary Shares (together the "Dealings").
Further details of the Dealings are provided in the tables at the end of this
announcement. As a result of the Dealings, Mahmud, Dan and Iain (alongside
their closely associated persons) are interested in 11.64%, 0.07% and 1.10% of
the Company's issued share capital respectively.

Following the Dealings, Dan and Phil Ellis (CFO) are interested in the number
of Ordinary Shares, and options over Ordinary Shares, as outlined in the table
below:

 Director    Shares held personally  Shares under option in LTIP  Shares held under SIP  Shares under option in SAYE  Shares under option in DSP  Shares under option in DIP  Shares under option in Conditional Award  Total interest
 Dan Finley  1,124,139               -                            -                      247,179                      3,123,340                   11,659,808                  4,658,441                                 20,812,907
 Phil Ellis  162,881                 -                            -                      187,179                      500,000                     800,185                     1,028,806                                 2,679,051

The above table excludes any awards granted under the Group's Turnaround
Scheme 66.67% of which was granted to Dan and 10% of which was granted to Phil

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Result Announcement unless the context provides
otherwise.

 

 Enquiries
 Debenhams Group
 Phil Ellis, Chief Financial Officer                     Tel: +44 (0)161 233 2050

 Zeus - Nominated Adviser, Joint Broker and Joint Bookrunner
 Dan Bate / James Edis / Emma Burn                       Tel: +44 (0)161 831 1512
 Benjamin Robertson / Dominic King                       Tel: +44 (0)20 3829 5000

 Panmure Liberum - Joint Broker and Joint Bookrunner                                 Tel: +44 (0)20 3100 2000
 Mark Dickenson / James Sinclair-Ford / Gaya Bhatt

 Sodali & Co - Financial PR Adviser
 Ben Foster / Louisa Henry                                                           Tel: +44 (0)20 3984 0114

 

IMPORTANT NOTICES

 

 

 

 

Zeus, which is authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser, broker and bookrunner exclusively for the Company
and for no-one else in connection with the Placing or any other matter
referred to in this Announcement, and Zeus will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the Placing and will not be responsible to anyone (including the placees)
other than the Company for providing the protections afforded to its clients
or customers or for providing advice to any other person in relation to the
Placing or any other matter referred to herein. The responsibilities of Zeus,
as nominated adviser, are owed solely to London Stock Exchange plc and are not
owed to the Company or to any director or any other person and accordingly no
duty of care is accepted in relation to them. No representation or warranty,
express or implied, is made by Zeus as to, and no liability whatsoever is
accepted by Zeus in respect of, any of the contents of this Announcement
(without limiting the statutory rights of any person to whom this Announcement
is issued).

 

Panmure Liberum, which is authorised and regulated in the United Kingdom by
the FCA, is acting as joint broker and bookrunner exclusively for the Company
and for no-one else in connection with the Placing or any other matter
referred to in this Announcement, and Panmure Liberum will not regard any
other person (whether or not a recipient of this Announcement) as a client in
relation to the Placing and will not be responsible to anyone (including the
placees) other than the Company for providing the protections afforded to its
clients or customers or for providing advice to any other person in relation
to the Placing or any other matter referred to herein. No representation or
warranty, express or implied, is made by Panmure Liberum or any of its
affiliates as to, and no liability whatsoever is accepted by Panmure Liberum
or any of its affiliates in respect of, any of the contents of this
Announcement (without limiting the statutory rights of any person to whom this
Announcement is issued).

 

The distribution of this Announcement and the offering of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, Zeus or Panmure Liberum or any of their respective
affiliates, or any of its or their respective directors, officers, partners,
employees, advisers and/or agents that would permit an offering of such shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required to inform themselves about, and to observe, such
restrictions.

 

The Announcement does not constitute a recommendation concerning any
investor's options with respect to the Fundraise. The New Ordinary Shares to
which this Announcement relates may be illiquid and/or subject to restrictions
on their resale. Prospective purchasers of the New Ordinary Shares should
conduct their own due diligence, analysis and evaluation of the business and
date described in this Announcement, including the New Ordinary Shares. The
pricing 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 financial, legal, business or tax advice. If you do not
understand the contents of this Announcement you should consult an authorised
financial adviser, legal adviser, business adviser or tax adviser for
financial, legal, business or tax advice.

 

This Announcement is not an offer of securities for sale in or into the United
States. The New Ordinary Shares have not been and will not be registered under
the US Securities Act 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, delivered or transferred, directly
or indirectly, in or into the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act 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 New Ordinary Shares 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, dissemination, reproduction, or disclosure of this
information in whole or in part is unauthorised. Persons (including, without
limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate
advice before taking any action. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so. Failure to
comply with this directive may result in a violation of the Securities Act or
the applicable laws of other jurisdictions.

 

Further information in respect of the Company can be found on the Company's
website accessible at https://www.debenhamsgroup.com/ (including copies of its
latest annual report and audited accounts).

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

 

The directors of the Company have taken all reasonable care to ensure that the
facts stated in this Announcement are true and accurate in all material
respects, and that there are no other facts the omission of which would make
misleading any statement in the Announcement, whether of facts or of opinion.
All the directors accept responsibility accordingly. It should be remembered
that the price of securities and the income from them can go down as well as
up.

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

Further details are set out in the below notification, made in accordance with
the requirements of the UK Market Abuse Regulation.

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Mahmud Kamani
 2    Reason for the notification
 a)   Position/status                                              Executive Vice Chair
 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  Ordinary shares of 1p

      Identification code

                                                                   ISIN: JE00BG6L7297
 b)   Nature of the transaction                                    Placing
 c)   Price(s) and volume(s)                                        Price(s)   Volume(s)
                                                                   18 pence    11,111,111

 

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      23 February 2026
 f)   Place of the transaction                                     Off market

 

 

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

23 February 2026

f)

Place of the transaction

Off market

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Dan Finley
 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  Ordinary shares of 1p

      Identification code

                                                                   ISIN: JE00BG6L7297
 b)   Nature of the transaction                                    Placing
 c)   Price(s) and volume(s)                                        Price(s)   Volume(s)
                                                                   18 pence    833,333

 

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      23 February 2026
 f)   Place of the transaction                                     Off market

 

 

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

23 February 2026

f)

Place of the transaction

Off market

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Iain McDonald
 2    Reason for the notification
 a)   Position/status                                              PCA - Belerion Capital are a PCA of Iain McDonald (non-executive director of
                                                                   boohoo Group plc and Chief Investment Officer of Belerion Capital)
 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  Ordinary shares of 1p

      Identification code

                                                                   ISIN: JE00BG6L7297
 b)   Nature of the transaction                                    Placing
 c)   Price(s) and volume(s)                                        Price(s)   Volume(s)
                                                                   18 pence    16,666,666

 

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      23 February 2026
 f)   Place of the transaction                                     Off market

 

 

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

23 February 2026

f)

Place of the transaction

Off market

 

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
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  TVRAKQBBABKKDBB



            Copyright 2019 Regulatory News Service, all rights reserved