REG - Boohoo Group Plc - Result of Fundraise and Board Change

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RNS Number : 5818T  Boohoo Group Plc  19 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.

 

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

 

19 February 2026

 

boohoo group plc

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

 

Result of oversubscribed and upsized Fundraise

and

Board Change

 

 

Debenhams Group (AIM: DEBS), a leading online platform, announces that,
further to the Company's "Proposed Fundraise" announcement that was released
at 4.42 p.m. on 18 February 2026 (the "Launch Announcement"), it has
successfully completed and closed the ABB process in relation to the Placing
and Subscription (together the "Fundraise"). Following investor demand
significantly in excess of £35 million, the Company is pleased to further
announce that it has upscaled the Fundraise to raise gross proceeds of
approximately £40 million.

 

The Fundraise was significantly oversubscribed at the Issue Price of 18 pence
per share, a 5 per cent. discount to the closing share price of 19 pence per
share on 17 February 2026.

 

As a result of the upsized Fundraise, the Company has raised gross proceeds of
approximately £40 million (before expenses) through the Placing of
200,000,000 New Ordinary Shares, and a Subscription for 22,222,222 New
Ordinary Shares, at the Issue Price, and net proceeds of approximately £38.7
million after expenses associated with the Fundraise.

 

It is expected that admission of the New Ordinary Shares to trading on AIM
("Admission") will occur, and that dealings will become effective on or around
8:00 a.m. on 23 February 2026. The New Ordinary Shares will be issued fully
paid and will rank pari passu in all respects with the Company's existing
Ordinary Shares, including the right to receive all dividends or other
distributions made, paid or declared in respect of such shares.

 

Board Change

 

Following the successful completion of the planned Fundraise, of which Iain
McDonald was a participant, he has informed the Company of his intention to
step down from his role as Non-Executive Director and Chair of the
Renumeration Committee with immediate effect. This will facilitate
participation in the Fundraise by certain funds managed by Iain. The Company
would like thank Iain for his significant contribution to the Board over the
last 9 years.

 

The Board confirms that it is satisfied that the Company maintains an
appropriately sized and independent Board, following the appointment of Tom
Handley last year and Tim Morris' transition to the role of independent Chair
in 2024.

 

Iain McDonald, said:

"It has been a pleasure to be a non-executive director at Debenhams over the
last 9 years and I am delighted to support the Company in the Fundraising.
This should be viewed as a measure of how much I believe the current market
valuation of the business undervalues its future prospects. Dan has
transformed the cost base and business model since being installed as CEO and
with the re-basing of the business to a profitable core now largely complete,
the prospects for strong growth and cash generation are the best for many
years. I have confidence in the Board and wider management team on delivering
its turnaround. I look forward to watching the continued momentum of the
business as a supportive investor."

 

Dan Finley, Group CEO, commented:

 

"We are pleased with the strong level of support from new and existing
shareholders. The success of the fundraise demonstrates the strength of
support for our multi-year turnaround strategy. The fundraise will deliver an
improved capital structure for the Group, providing us with greater financial
flexibility to execute our turnaround strategy and deliver value for all
shareholders.

 

On behalf of the Board, I would like to thank Iain for his valuable
contribution to the Group. Iain's extensive experience across the technology,
digital and marketing sectors has been a great benefit and counsel for the
Board. We are pleased that Iain remains an investor in the Group and we look
forward to Iain's continued support."

 

Related Party Transactions

Dan Finley, Mahmud Kamani (together with his close relatives and related
trusts), and Iain McDonald, each being a Director of the Company, have agreed
to participate in the Fundraise, subscribing for an aggregate of 61,944,443
New Ordinary Shares as outlined in the table below (the "Director
Participations").

 

 Director          Placing Shares subscribed for  Investment at Issue Price
 Dan Finley        833,333                        £0.15 million
 Mahmud Kamani(1)  44,444,444                     £8.0 million
 Iain McDonald     16,666,666                     £3.0 million

1.     Includes Mahmud Kamani's close relatives and related trusts

 

These each constitute related party transactions under the AIM Rules for
Companies. The directors of the Company, other than Dan Finley, Mahmud Kamani,
and Iain McDonald, (the "Independent Directors"), are deemed to be independent
of the Director Participations. Accordingly, the Independent Directors (for
the purposes of AIM Rule 13) consider, having consulted with the Company's
nominated adviser, Zeus Capital Limited, that the terms of the Director
Participations are fair and reasonable insofar as Shareholders are concerned.

 

Frasers Group plc ("Frasers") holds an interest in more than 10 per cent. of
the Company's existing Ordinary Share capital and is therefore considered a
related party of the Company under the AIM Rules for Companies. Frasers has
agreed to subscribe for 59,682,052 New Ordinary Shares pursuant to the Placing
("Frasers' Participation"). The directors of the Company are deemed to be
independent of Frasers' Participation. Accordingly, the directors of the
Company (for the purposes of AIM Rule 13) consider, having consulted with the
Company's nominated adviser, Zeus Capital Limited, that the terms of the
Frasers' Participation is fair and reasonable insofar as Shareholders are
concerned.

 

Admission

 

Application has been made to London Stock Exchange plc for Admission of the
New Ordinary Shares. It is expected that Admission will become effective and
dealings in the New Ordinary Shares will commence at 8:00 a.m. on 23 February
2026.

 

Admission is conditional, inter alia, on the Placing Agreement not having been
terminated and becoming unconditional.

 

 

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Launch 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

 

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. 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.

 

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.

 

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in any jurisdiction in connection with the
matters contained or referred to in this Announcement and no such document is
required (in accordance with the EU Prospectus Regulation or the POATR) to be
published. All offers of the Placing Shares will be made available pursuant to
an exemption under the POATR or the EU Prospectus Regulation from the
requirement to produce an admission document or prospectus.

 

The contents of this Announcement have not been examined or approved by the
London Stock Exchange, nor has it been approved by an "authorised person" for
the purposes of Section 21 of the FSMA or an analogous person under the FSJL.
This Announcement is being distributed to persons in the United Kingdom only
in circumstances in which section 21(1) of the FSMA does not apply.

 

This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are qualified investors within the meaning of
article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom,
persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order and (ii) are qualified
investors as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR and
(c) otherwise, to persons to whom it may otherwise be lawful to communicate it
(all such persons together being referenced to as "Relevant Persons"). Any
investment in connection with the Fundraise will only be available to, and
will only be engaged with, Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this Announcement or any of its contents.

 

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
FSMA 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, the Placing Shares or the 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.

 

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.

 

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.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements contained
within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UK MiFID II"); and (b) the UK's
implementation of Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA (together, the
"MiFID II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the New Ordinary Shares
have been subject to a product approval process, which has determined that
such New Ordinary Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible
for distribution through all distribution channels as are permitted by UK
MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (such term to have the same meaning as in the MiFID
II Product Governance Requirements) should note that: the price of the New
Ordinary Shares may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Zeus and Panmure Liberum will only procure investors
(pursuant to the Placing) who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of UK MiFID II; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or take any
other action whatsoever with respect to the New Ordinary Shares. Each
distributor is responsible for undertaking its own target market assessment in
respect of the New Ordinary Shares and determining appropriate distribution
channels.

 

Zeus and Panmure Liberum may, in accordance with applicable laws and
regulations, engage in transactions in relation to the New Ordinary Shares
and/or related instruments for its own account and, except as required by
applicable laws or regulations, does not propose to make any public disclosure
in relation to such transactions.

 

 

 

 

 

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