REG - Mothercare PLC - Result of Meeting

MothercareAnnouncement

26/07/2018 10:40

RNS Number : 8788V
Mothercare PLC
26 July 2018
 


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
 
The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
 
 
Mothercare plc
("Mothercare", the "Company" or the "Group")
Result of Meeting
 
Mothercare is pleased to announce that, at the General Meeting held at 10.00 a.m. today, all of the Resolutions were duly passed by the requisite majority of the shareholders of the Company present in person or by proxy.
 
The Company will issue 170,871,885 New Ordinary Shares under the Placing and Open Offer, raising gross proceeds of approximately £32.5 million (£30.3 million net).
 
Applications have been made to the FCA and the London Stock Exchange, respectively, for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. Admission is expected to become effective and dealings in the New Ordinary Shares issued in connection with the Placing and Open Offer to commence at 8.00 a.m. on 27 July 2018.
 
The New Ordinary Shares issued in connection with the Placing and Open Offer will be issued fully paid and will, upon issue, rank pari passu in all respects with the Existing Ordinary Shares.
 
Following Admission the total issued share capital of Mothercare will increase to 341,743,770 Ordinary Shares.
 
Mothercare holds no shares in Treasury and therefore the total number of voting rights in Mothercare on Admission will be 341,743,770. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Mothercare under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
 
Clive Whiley, Interim Executive Chairman, said:
 
"Earlier this year Mothercare faced a bleak future with growing financial stress upon the business and in May, we announced a series of measures to refinance and restructure the business.
 
With the support of all of our stakeholders we have today completed the refinancing of the Group. This could not have occurred without their commitment to our business and its future. The Mothercare team are grateful for their forbearance throughout this period, and we recognise their contributions to our transformed financial position today.
 
However, we cannot be complacent as refinancing the business is just the first step of building a solid foundation for the future of the Mothercare brand.  There remains much to do both in the UK and in the global operations of the business.
 
Conditions in the retail sector remain challenging and we know we must adapt with pace as we move forward. We are clear what needs to be done and have targeted significant efficiencies and cost savings, as well as areas of investment, both of which will underpin our return to a sustainable future.
 
The whole team is focused on getting Mothercare, the global brand, back to where it should be as a fit for purpose business with a stronger, stable and more efficient structure both here in the UK and within our International operations".
 
Results of General Meeting
 
At the general meeting held at 10.00am on 26 July 2018, the resolutions before the meeting were passed on a show of hands.
 
The following proxy votes had been received by the Company in respect of the resolutions:
 



Resolution


Votes For (including discretion)


% of Votes For (including discretion)


Votes Against


% of Votes Against


Votes Withheld*


% of votes withheld*




Sub-division of Ordinary Shares 


106,562,372


99.97%


31,278


0.03%


8,171


0.01%




Amendment to the Articles of Association


106,562,882


99.98%


23,302


0.02%


15,637


0.01%




Authority to allot (Capital Raising)


106,179,592


99.61%


411,084


0.39%


11,145


0.01%




Disapplication of pre-emption rights (Capital Raising)


106,178,070


99.61%


420,114


0.39%


3,637


0.00%




Approval of Issue Price


106,534,639


99.94%


59,369


0.06%


7,813


0.01%




Related Party Transactions


88,862,229


83.36%


31,362


0.03%


17,708,230


16.61%




Authority to allot (general authority)


106,470,282


99.88%


126,119


0.12%


5,420


0.01%




Disapplication of pre-emption rights (general authority)


106,214,641


99.64%


381,195


0.36%


5,985


0.01%




Disapplication of pre-emption rights (general authority)


92,722,154


86.99%


13,863,712


13.01%


15,955


0.01%




Purchase of own shares


93,079,541


87.32%


13,511,071


12.68%


11,209


0.01%



 
* A vote withheld is not a vote in law and is not counted in the calculation of votes 'for' and 'against' each resolution.
 
Resolutions 2, 4, 8, 9 and 10 are Special Resolutions.
 
Notes
 
As at 25 July 2018, the Company's issued share capital and total voting rights consisted of 170,871,885 ordinary shares each carrying voting rights.  There are no shares in treasury.  As a result, proxy votes representing approximately 62.4% of the voting capital were cast for the GM.
 
The full text of the resolutions can be found in the Notice of Meeting on the Company's website, www.mothercareplc.com and for inspection on the National Storage Mechanism, www.hemscott.com/nsm.do
 
In accordance with Listing Rule 9.6.2 copies of the resolutions passed, other than ordinary business, will shortly be submitted to the National Storage Mechanism, www.hemscott/nsm/do.
 
Further details: investorrelations@mothercare.com
 
Capitalised terms used in this announcement have the same meanings given to them in the prospectus published by Mothercare on 9 July 2018 in connection with the Placing and Open Offer.
 
 
LEI number of Mothercare plc: 213800ZL6RPV9Z9GFO74.
 
 
Enquiries
 
Mothercare plc
Mark Newton-Jones / David Wood / Glyn Hughes    
01923 694935
 
MHP Communications
Tim Rowntree / Simon Hockridge
020 3128 8789 / 8778
 
Numis Securities Limited
Luke Bordewich / Oliver Cardigan / Oliver Cox   
0207 260 1000
 
Shore Capital
Dru Danford / Patrick Castle / Daniel Bush
0207 408 4090
 
 
 
IMPORTANT NOTICE
 
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. Nothing in this announcement should be interpreted as a term or condition of the Capital Raising.
This announcement contains "forward‐looking statements" with respect to the financial condition, results of operations and business of Mothercare and to certain of Mothercare's plans and objectives with respect to these items.
Forward‐looking statements are sometimes but not always identified by the use of a date in the future or such words as 'anticipates', 'aims', 'due', 'could', 'may', 'should', 'expects', 'believes', 'intends', 'plans', 'targets', 'goal', or 'estimates'. By their very nature forward‐looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or will occur in the future.
There are various factors that could cause actual results and developments to differ materially from those expressed or implied by these forward‐looking statements. These factors include, but are not limited to, changes in the economies, political situations and markets in which Mothercare operates; changes in the regulatory or competition frameworks in which Mothercare operates; the impact of legal or other proceedings against or which affect Mothercare; changes in inflation or exchange rates.
All written or verbal forward‐looking statements, made in this announcement or made subsequently, which are attributable to Mothercare or persons acting on their behalf, are expressly qualified in their entirety by the factors referred to above.
Neither Mothercare nor any other person (including Numis and Shore Capital) intends to update these forward‐looking statements.
Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Mothercare and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Mothercare for providing the protections afforded to clients of Numis (as the case may be) nor for providing advice in relation to the matters referred to in this announcement or any other transaction, arrangement or matter referred to in this announcement.
Shore Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Mothercare and no one else in connection with the matters described in this announcement will not be responsible to anyone other than Mothercare for providing the protections afforded to clients of Shore Capital (as the case may be) nor for providing advice in relation to the matters referred to in this announcement or any other transaction, arrangement or matter referred to in this announcement.
This announcement has been issued by Mothercare and is the sole responsibility of Mothercare. 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 Numis or Shore Capital, or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or their advisers, and any liability therefore is expressly disclaimed.
This announcement and the information contained herein do not constitute an offer of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or a transaction not subject to, such registration requirements.
Mothercare has not registered and does not intend to register the offering of any securities in the United States or to conduct a public offering of any securities in the United States.
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, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
 
INFORMATION TO DISTRIBUTORS
 
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (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 to be issued in the Capital Raising have been subject to a product approval process, which has determined that the 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares to be issued in the Capital Raising offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares to be issued in the Capital Raising 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 Capital Raising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis will only procure investors 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 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 Ordinary Shares.
 
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and determining appropriate distribution channels.




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