REG - Mothercare PLC - Refinancing and pension contributions deferral

MothercareAnnouncement

20/02/2026 12:45

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RNS Number : 8792T  Mothercare PLC  20 February 2026

Mothercare plc

Refinancing and further pension contributions deferral

 

Mothercare plc ("Mothercare" or "the Company"), the highly trusted British
heritage international brand and franchise operator, that connects with the
parents of newborn babies and children across multiple product categories,
today announces a successful refinancing.  As set out in the interim
statement of 23 December 2025, Mothercare has been seeking to refinance its
existing £8m debt facility with GB Europe Management Services Ltd ("Gordon
Brothers").

Mothercare has entered into financing arrangements with a consortium of
investors to refinance and vary the existing facility via a special purpose
vehicle.  This new arrangement has enlarged the debt facilities to £8.46m on
signing (with the potential to upsize to £10m subject to further investor
demand) and extended the facility's term to 31 December 2027.    The
facility as amended now carries a coupon of 25% per annum, comprising an
unchanged 10% per annum cash pay coupon and an additional 15% per annum
"payment in kind" non-cash coupon.

Richard Griffiths (and associated undertakings) is one of the consortium of
investors, contributing £5m to and the majority shareholder in the special
purpose vehicle (SPV), and as he is a substantial shareholder in Mothercare
the refinancing therefore falls within AIM Rule 13 as a related party
transaction.  The directors of Mothercare consider, having consulted with
Deutsche Numis as Nominated Adviser to Mothercare, that the terms of the
transaction are fair and reasonable insofar as Mothercare shareholders are
concerned.  Whilst the new facility remains in default and so is still
repayable on demand, the Directors recognise the improved alignment between
the Company's secured creditors (including the pension and debt holders) and
shareholders.

As part of this refinancing Gordon Brothers have been paid a total of £8.68
million, which includes certain contractual fees and pre-payments totalling
£0.52 million in addition to the repayment of principal amount, and they
retain their 43.4m warrants over Mothercare ordinary shares exercisable at
8.5p per share.

As previously announced the Group's pension Trustee has agreed to defer the
payment of pension contributions due in the year to March 2026, to support the
Company's cash flows whilst we are exploring growth opportunities. The Trustee
has now agreed to extend the deferral to March 2027.

The pension deficit contributions due in the years to March 2027 and March
2026 that are deferred amount to £3.0 million in each year, a total of £6
million. This sum together with the remaining contributions due, will be paid
in accordance with a new schedule of contributions to be put in place no later
than 31 March 2027, which will include a resumption of contributions from 19
April 2027 at a level that the Trustee considers to be affordable.

Clive Whiley, Chairman of Mothercare commented:

"With the support that our stakeholders have shown today, Mothercare can
accelerate into 2026.   Today's debt refinancing removes some material
uncertainty for the Company and our other stakeholders and will give us the
flexibility and room to manoeuvre to get Mothercare back to where we should
be.  Our recent agreements with Reliance in South Asia and Ebebek in Turkey
show the intrinsic value of and opportunity for our brand and operations in
international markets.

I want to thank our stakeholders for their support through this refinancing -
across both existing stakeholders and new financing partners - as we now
pursue the clear opportunity ahead with the enhanced flexibility that this
refinancing gives us. There is plenty more to go for in both existing and new
territories."

 

 

Investor and analyst enquiries to:

Mothercare plc
 
Email: investorrelations@mothercare.com
(mailto:investorrelations@mothercare.com)

Clive Whiley, Chairman

Andrew Cook, Chief Financial
Officer
 

 

Deutsche Numis
                                            Tel: 020
7260 1000

(NOMAD & Joint Corporate Broker)

Luke Bordewich

 

 

Cavendish Capital Markets Limited
                       Tel: 020 7220 0500

(Joint Corporate
Broker)

Matt Goode

 

Media enquiries to:

MHP
 
        Email: mothercare@mhpc.com

Rachel Farrington
 
 Tel: 07739 312199

Tim Rowntree

 

 

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