REG - Mothercare PLC - Convertible Loan Agreements

MothercareAnnouncement

14/11/2019 15:15

RNS Number : 4777T
Mothercare PLC
14 November 2019
 


THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN EU REGULATION NO 596/2014 AND IS MADE IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF THAT REGULATION
 
Convertible Loan Agreements
Further to the announcements of 5 November 2019, the Board of Mothercare plc (the "Company") is pleased to confirm that it has entered into definitive agreements in relation to the provision of £5.5m of convertible unsecured loans (the "2019 Shareholder Loans").  The 2019 Shareholder Loans have been provided by related and / or controlled entities of Lombard Odier Asset Management (Europe) Limited and Richard Griffiths, two of Mothercare's existing investors, and as set out in the previous announcement, these are on substantially the same terms as the convertible unsecured loans provided in May 2018 (the "2018 Loan Notes"), with the exception of the conversion price of 10 pence per share.  If held to the last conversion date of 31 May 2021, the 2019 Shareholder Loans may convert into up to 70.6m ordinary shares in Mothercare plc.
The provision of the 2019 Shareholder Loans and the placing of new ordinary shares announced by the Company on 5 November has resulted in an adjustment to the conversion price applicable in respect of the 2018 Shareholder Loans. As a result, if held to the last conversion date 31 May 2021, the 2018 Shareholder Loans may convert into up to 119.1m ordinary shares in Mothercare plc.  
The 2019 Shareholder Loans are convertible into ordinary shares in the Company at the option of the relevant shareholder, conditional upon, among other things, the approval by the Company's shareholders of the conversion as Related Party Transactions under the Listing Rules and, in relation to the Richard Griffiths and controlled entities' holding only, a Rule 9 Whitewash being granted under the City Code on Take-overs & Mergers. The Company has an obligation to procure the satisfaction of all conditions to conversion within 10 weeks of the delivery of a conversion notice and accordingly, the Company will convene the necessary general meeting of its shareholders to approve these arrangements in due course. 
The Company has drawn down the 2019 Shareholder Loans in full and expects to receive the £5.5m made available pursuant to the 2019 Shareholder Loans on 15 November 2019. At the point from which the Shareholder Loans are drawn down, and as previously agreed with the Company, Numis' standby underwriting commitment will be formally reduced from £25m to £20m. All other elements of the standby underwriting commitment remain the same.
 
ENDS
Mothercare plc
Mark Newton-Jones, Chief Executive Officer                                     01923 206004
Glyn Hughes, Chief Financial Officer                                               
Numis Securities Ltd (Financial Adviser)
Luke Bordewich                                                                                   020 7260 1000
Oliver Cox
MHP Communications:
Simon Hockridge, Tim Rowntree, Alistair de Kare-Silver                    020 3128 8789




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