REG - boohoo.com plc - Result of Annual General Meeting

BoohooAnnouncement

22/06/2018 17:20

RNS Number : 3118S
boohoo.com plc
22 June 2018
 





FOR IMMEDIATE RELEASE       
 


22 June 2018



The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014.  Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
 
 
 
boohoo.com plc ("boohoo" or the "Company")
 
Result of Annual General Meeting ("AGM")
 
 
boohoo.com plc, a leading online fashion group, announces that all resolutions were passed on a poll at the Company's Annual General Meeting held on 22 June 2018.
 
Resolution 14 sought authorisation to buy back up to 10% of issued share capital as at 17 May 2018 (being the latest practicable date prior to the publication of the AGM notice). This was conditional on independent shareholders approving a whitewash resolution (Resolution 15), on a poll, pursuant to Rule 9 of the City Code on Takeovers and Mergers. The Company confirms that Resolution 15 was passed on a poll with the results being       as follows: 424,032,830 votes (84.02%) for, 80,670,595 votes (15.98%) against and 377,005,151 votes withheld.
 
Following the passing of Resolution 14, the Concert Party (as defined in the AGM notice) together with The TMZ Trust (a trust established by Jalaludin Kamani for the benefit of his adult children as described in the announcement dated 15 June 2018) holds in aggregate, 421,662, 911 Ordinary Shares, representing 36.46% of the issued share capital of the Company. Since the posting of the Notice of AGM on 23 May 2018, the Company has been notified that Jalaludin Kamani has sold additional Ordinary Shares and an updated list of his dealings will be available at www.boohooplc.com/investorrelations/agm/2018). If the Board were to exercise the authority pursuant to Resolution 14, in whole or in part, and cancel the Ordinary Shares acquired or put those into treasury, then the shareholding of the Concert Party and The TMZ Trust would proportionately increase, up to a possible maximum of 40.52% of the issued share capital of the Company.
 
The Board announces that it currently has no intention of using the authority to purchase Ordinary Shares under Resolution 14 before the next AGM of the Company.
 
As was announced in the AGM notice, the Board would only exercise such authority if it considered that the effect of such purchase would be to increase earnings and/or net assets per Ordinary Share and that such exercise would be in the best interests of Shareholders generally. In addition, the Board would only exercise the authority if it was satisfied that the Company had at the time such purchase is contemplated, sufficient cash resources for current working capital purposes and distributable reserves and there would be no requirements for financing from third parties for this purpose.
 
The full text of the resolutions is set out in the Notice of Meeting dated 18 May 2018 which is available at www.boohooplc.com.
 
 
 



Enquiries








boohoo.com plc








Neil Catto, Chief Financial Officer


Tel: +44 (0)161 233 2050




Alistair Davies, Investor Relations


Tel: +44 (0)161 233 2050




Clara Melia, Investor Relations


Tel: +44 (0)20 3289 5520














Zeus Capital - Nominated adviser and joint broker








Nick Cowles/Andrew Jones (Corporate Finance)


Tel: +44 (0)161 831 1512




John Goold/Benjamin Robertson (Corporate Broking)


Tel: +44 (0)20 3829 5000














Jefferies Hoare Govett - Joint broker








Nick Adams/Max Jones


Tel: +44 (0)20 7029 8000














Buchanan - Financial PR adviser


boohoo@buchanan.uk.com




Richard Oldworth/Madeleine Seacombe/


Tel: +44 (0)20 7466 5000




Gemma Mostyn-Owen







 
 
About boohoo.com plc
 
"Leading the fashion eCommerce market"
 
Founded in Manchester in 2006, the group started life as boohoo.com, an inclusive and innovative brand targeting young, value-orientated customers. For over 10 years, boohoo has been pushing boundaries to bring its customers up-to-date and inspirational fashion, 24/7. boohoo has grown rapidly in the UK and internationally, expanding its offering with range extensions into menswear through boohooMAN. 
 
In early 2017 the group extended its customer offering through the acquisitions of the vibrant fashion brand PrettyLittleThing, and free-thinking brand Nasty Gal. United by a shared customer value proposition, our brands design, source, market and sell great quality clothes, shoes and accessories at unbeatable prices. This investment proposition has helped us grow from a single brand, into a major multi-brand online retailer, leading the fashion eCommerce market for 16 to 30-year-olds around the world. Today the boohoo group sells to over 9.8 million customer accounts across all its brands in almost every country in the world. 
 
 
 
Forward looking statements and disclaimer
 
Certain statements included or incorporated by reference within this announcement may be, or may be deemed to be "forward-looking statements" in respect of the boohoo group's operations, performance, prospects and/or financial condition. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words and words of similar meaning as "anticipates", "aims", "due", "could", "may", "will", "should", "expects", "believes", "intends", "plans", "potential", "targets", "goal" or "estimates".
By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions and actual results or events may differ materially from those expressed or implied by those statements. Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement. Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), the company expressly disclaims any responsibility or obligation to publish any updates or revisions to any forward-looking statements resulting from new information, future events or otherwise whether following any change to reflect events or circumstances after the date of this announcement. Nothing in this announcement should be construed as a profit forecast.
 
Disclaimer
 
This announcement and information communicated orally in relation to it does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any shares or other securities in boohoo.com plc (the "company"), nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares or other securities of the company. Past performance cannot be relied upon as a guide to future performance and persons needing advice should consult an independent financial adviser.
Statements in this announcement reflect the knowledge and information available at the time of its preparation. Liability arising from anything in this announcement shall be governed by English law. Nothing in this announcement shall exclude any liability under applicable laws that cannot be excluded in accordance with such laws.
All subsequent oral or written forward-looking statements attributed to boohoo.com plc or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above.  All forward-looking statements contained in this announcement are based on information available to the directors of the company at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.




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