REG - Boohoo Group Plc - Response to Speculation and Planned Fundraise

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RNS Number : 3160T  Boohoo Group Plc  17 February 2026

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DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
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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.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 (AS AMENDED) AS IT FORMS PART OF THE
DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR") AND THE FINANCIAL SERVICES (JERSEY)
LAW 1998.

 

 

 

FOR IMMEDIATE RELEASE

 

17 February 2026

 

boohoo group plc

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

 

Response to Speculation and Planned Fundraise

 

Debenhams Group (AIM: DEBS), a leading online platform, today announces in
response to speculation that it has been preparing for an equity fundraise of
approximately £35 million (the "Planned Fundraise"). The Planned Fundraise
will create additional liquidity and, in the Board's view, will deliver the
optimal capital structure for the Group, with an expected reduction in the
Group's net debt to Adjusted EBITDA ratio of less than 2x within FY27.

Alongside preparing for the Planned Fundraise, the Board is in advanced
discussions with its lending syndicate to provide the Group with greater
financial flexibility to deliver its turnaround and associated growth plan.
These discussions are focused on creating additional liquidity and
 delivering improved covenant amendments. The revised terms are conditional
on completion of the Planned Fundraise.

Dan Finley, Mahmud Kamani and Iain McDonald each a Director of the Company
intend to participate in the Planned Fundraise at an issue price of 20 pence
per ordinary share of £0.01 each in the Company ("Ordinary Shares"). The
Company expects to speak to its institutional shareholders over the next few
days, after which the Planned Fundraise will be launched.

The Board remains confident of delivering £50 million Adjusted EBITDA(1) in
the current financial year to 28 February 2026 ("FY26") in line with its
previously upgraded guidance in the Company's Trading Update announcement
dated 28 January 2026. The Board also remains confident of double-digit
Adjusted EBITDA growth in the financial year ending 28 February 2027 ("FY27").
The fourth quarter has continued to see material improvements in the Group's
GMV trend, alongside the continued removal of significant cost from the
business as it is simplified.

The turnaround plan is going apace. The Group's cost out strategy has
delivered a fixed cost exit rate of £130 million, reduced from £175 million
for FY26, with the Group remaining on track to meet its target of £100
million. The Board is pleased to provide the further financial guidance below,
resulting from the progress of its move to an increasingly asset-lite model
driven by the Debenhams brand.

All brands are now trading profitably on an Adjusted EBITDA basis. Following
the turnaround in performance of PLT, which is no longer being classified as
an asset held for sale, the Group is continuing to explore, on the right
terms, several opportunities for deleveraging and working capital management
including:

·      Strategic IP licensing

·      Supply chain partnerships

·      Other capital financing options

·      Non-core asset disposals at best possible value

As part of these financing options, the Board believes that the Planned
Fundraise will, if implemented, deliver the optimal capital structure and also
the most economic financing. Alongside the expected continued improvement in
trading as the Group continues to deliver on its turnaround plan, the Board
has multiple strategies to de-leverage the Group further.

The advanced discussions with the Group's lending syndicate, alongside the
Planned Fundraise, will create additional liquidity and will deliver improved
covenant amendments. This will provide the Group with greater financial
flexibility as it works to deliver its turnaround and associated growth plan.

The Planned Fundraise will further help to accelerate the Group's transition
to an asset-lite model, which remains at the core of the turnaround plan, and
enable it to capitalise on the increased momentum in the turnaround plan that
recent trading has generated and allow the Group to maximise value from its
other deleveraging options.

The Planned Fundraise will, if implemented, reduce the Group's net debt to
Adjusted EBITDA ratio to c.2x within FY27. The Board also believes it will
have a line of sight on reducing that further, targeting a net debt to
Adjusted EBITDA ratio of less than 1x by the end of FY27.

In FY26 cash lease costs are expected to total £17 million which includes the
costs of leased property that is now vacant. The Board now anticipates that
lease costs in FY27 will reduce to c.£13 million. In addition, when the
Group's vacant US property lease is exited, lease costs are estimated to fall
further to c.£6 million. These remaining lease costs will predominantly
relate to the Group's Manchester head office, the fully automated warehouse in
Sheffield and a small London footprint. The expected reductions in lease costs
will have a positive impact on cash flow. Lease costs are principally shown
under depreciation from an accounting perspective.

Similarly, the Group's capex costs are expected to fall to c.£8 million in
FY27 from c.£16 million in FY26, further enhancing cash generation.
Depreciation in FY27 is expected to fall from c. £51 million in the current
year to c. £40 million and then to c. £37 million when Burnley is sold
creating a longer-term imbalance between reported Group profit and its
underlying cashflow. Due to the imbalance between capex and depreciation, the
Board will increasingly focus on free cash flow as a financial metric as to
the performance of the business which the Board expects to materially improve
in the following year.

The Board also expects interest costs to fall in FY27 from c.£20 million in
FY26 as the business deleverages.

FY27 working capital is expected to be marginally cash flow positive compared
with FY26 and the Board is anticipating further reductions in overall stock
levels as a percentage of revenue. Exceptional items are also anticipated to
be significantly lower in FY26 and FY27.

As a result of this simplification of the Group's business, the Planned
Fundraise, the continued focus on improving and growing the asset-lite
marketplace model, and the resulting impact of significantly improving the
Group's cash generation, the Directors remain confident in the outlook for
FY26 and FY27.

This announcement does not constitute an offer of securities in any
jurisdiction. The Planned Fundraise, if implemented, will be the subject of a
further announcement, including the full terms and conditions of the Planned
Fundraise. A further announcement will be made as and when appropriate.

 

1. Adjusted EBITDA is calculated as earnings before tax, interest,
depreciation, amortisation, share-based payment charges and exceptional items.

 

 

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

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

 Panmure Liberum - Joint Broker                              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

 

 

About Debenhams Group

 

Debenhams Group is an online platform, for fashion, home, and beauty, serving
millions of customers across five shopping destinations: Debenhams, Karen
Millen, boohoo, MAN and PLT. Debenhams Group dates back to 1778 when William
Clark, a retail pioneer of the time, opened the UK's first department store.
Today, the Group is home to Debenhams, Britain's online department store and
leading fashion-led marketplaces, boohoo, PLT, MAN, and Karen Millen.

 

 

 

IMPORTANT NOTICES

 

The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under Article 7 of the Market
Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended) and the Financial Services (Jersey) Law
1998 ("FSJL"). Upon the publication of this Announcement via the Regulatory
Information Service, this inside information is now considered to be in the
public domain.

 

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in the price of commodities or changes in interest rates and foreign
exchange rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards ("IFRS")
applicable to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the outcome of
pending and future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions and the
impact of competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may differ
materially from the plans, goals, and expectations set forth in the Company's
forward-looking statements. You should not place undue reliance on
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by the FCA, the London Stock Exchange or applicable
law, each of the Company, Zeus and Panmure Liberum expressly disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.

 

This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unauthorised or unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

This Announcement is not an offer of securities for sale in or into the United
States. Any new ordinary shares issued pursuant to the Planned Fundraise (the
"New Ordinary Shares")  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.

 

This Announcement does not contain an offer or constitute any part of an offer
to the public. This Announcement is not a "prospectus" within the meaning of
Regulation 21(1) of the Public Offers and Admissions to Trading Regulations
2024 ("POATR") and a copy of it has not been, and will not be, delivered to
any authority which could be a competent authority for the purpose of the
Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). This
Announcement is not a "prospectus" within the meaning of the Companies
(Jersey) Law 1991.

 

 

This Announcement has been issued by and is the sole responsibility of the
Company. 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 or on behalf of Zeus, Panmure Liberum or their respective advisers
(apart from the responsibilities or liabilities that may be imposed by the
Financial Services and Markets Act 2000 (as amended) or other regulatory
regime established thereunder) or by any of its or their affiliates or agents
as to, or in relation to, the accuracy, adequacy, fairness 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 or any other
statement made or purported to be made by or on behalf of Zeus, Panmure
Liberum and/or any of their respective affiliates and/or by any of their
respective representatives in connection with the Company or the Planned
Fundraise and any responsibility and liability whether arising in tort,
contract or otherwise therefore is expressly disclaimed by each of the
Company, Zeus and Panmure Liberum. No representation or warranty, express or
implied, is made by Zeus, Panmure Liberum and/or any of their respective
affiliates and/or any of their respective representatives as to the accuracy,
fairness, verification, completeness or sufficiency of the information or
opinions contained in this Announcement or any other written or oral
information made available to or publicly available to any interested party or
their respective advisers, and any liability therefore is expressly disclaimed
by each of the Company, Zeus and Panmure Liberum.

 

The distribution of this Announcement 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 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.

 

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.

 

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