REG - Mulberry Group PLC - Retail Offer

MulberryAnnouncement

30/09/2024 07:30

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RNS Number : 1976G  Mulberry Group PLC  30 September 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ("THIS ANNOUNCEMENT")
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHEREIN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MIGHT CONSTITUTE A VIOLATION
OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE
AT THE END OF THIS ANNOUNCEMENT

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
MULBERRY GROUP PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN MULBERRY GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF MULBERRY GROUP PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

30 September 2024

 

Mulberry Group plc

 

 

Retail Offer to raise up to £750,000

 

Introduction

Mulberry Group plc (AIM: MUL) (the "Company", "Mulberry" or, together with its
subsidiary undertakings, the "Group"), the British sustainable luxury brand,
is pleased to announce a conditional retail offer for up to 750,000 new
ordinary shares of five pence each ("Ordinary Shares") in the capital of the
Company (the "Retail Offer Shares") via RetailBook (the "Retail  Offer") at
an issue price of 100 pence per new Ordinary Share (the "Issue Price"). The
Issue Price represents a discount of 14.9 per cent to the closing middle
market price of 117.5 pence per Ordinary Share on 27 September 2024, the last
practicable date prior to this Announcement and a discount of 6.1 per cent to
the weighted average price of 106.5 pence per Ordinary Share over the three
months ended 27 September 2024.

 

The Retail Offer is available to existing Mulberry shareholders only.

 

The Company also announced earlier today its audited results for the 52 weeks
ended 30 March 2024 and a subscription for 10,000,000 new Ordinary Shares at
the Issue Price by Challice Limited, the majority shareholder of Mulberry (the
"Subscription") (which includes a right of clawback by certain major
shareholders of the Company on a pro rata basis) to raise gross proceeds of
£10 million. Together, the Subscription and the Retail Offer comprise the
"Capital Raising".

 

For the avoidance of doubt, the Retail Offer is not part of the Subscription.

 

The Retail Offer is conditional upon, amongst other things, the new Ordinary
Shares to be issued pursuant to the Retail Offer and the Subscription being
admitted to trading on AIM, a market operated by London Stock Exchange plc
("Admission"). Admission is expected to take place at 8.00 a.m. on 9 October
2024. The Retail Offer will not be completed without the Subscription also
being completed.

 

Reason for the Retail Offer

 

The Company values its retail shareholder base and believes that it is in the
best interests of its shareholders as well as wider stakeholders, to provide
its existing retail shareholders in the United Kingdom, with the opportunity
to participate in the Capital Raising through the Retail Offer.

 

The Company will use the net proceeds of the Capital Raising to strengthen the
Group's balance sheet and provide financial flexibility to support plans being
developed by Andrea Baldo, the new Chief Executive Officer and the management
team to return the business to profitability and drive future growth.

 

The Retail Offer is open to eligible Mulberry shareholders in the United
Kingdom following the release of this Announcement. The Retail Offer is
expected to close at 4.30 p.m. on 4 October 2024 and may close earlier at the
discretion of the Company or if it is oversubscribed.

 

Mulberry shareholders can participate through RetailBook's partner network of
investment platforms, retail brokers and wealth managers, subject to such
partners' participation. Participating partners include:

 

·    AJ Bell;

·    Hargreaves Lansdown; and

·    interactive investor

 

Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact
their investment platform, retail broker or wealth manager for details of
their terms and conditions, process and any relevant fees or charges.

 

The Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

 

Eligibility for the Retail Offer

 

The Retail Offer is available to existing shareholders of Mulberry only. To be
eligible to participate in the Retail Offer, applicants must be a customer of
a participating intermediary and, as at the date hereof, must be a shareholder
in the Company. Mulberry shareholders who subscribe under the Subscription are
not eligible for the Retail Offer.

 

Eligible investors wishing to subscribe for Retail Offer Shares should contact
their investment platform, retail broker or wealth manager to confirm if they
are participating in the Retail Offer.

 

There is a minimum subscription of £50 per investor. The terms and conditions
on which investors subscribe will be provided by the relevant financial
intermediaries including relevant commission or fee charges. Note, no
commission will be charged to investors by RetailBook in connection with the
Retail Offer.

 

The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.

 

It is important to note that once an application for Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

 

It is a term of the Retail Offer that the aggregate value of the Retail Offer
Shares available for subscription at the Offer Price does not exceed
£750,000.

 

Investors should make their own investigations into the merits of an
investment in the Company and should also note that the Retail Offer will
remain open alongside a live share price and the market price of the Ordinary
Shares may be less than the Issue Price. Nothing in this announcement amounts
to a recommendation to invest in the Company or amounts to investment,
taxation or legal advice.

 

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Charles Anderson, a director of the Company.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Enquiries:

 

 Mulberry Group plc                                                           +44 (0) 20 7605 6793
 Charles Anderson (Group Finance Director)
 RetailBook                                                                   Info@retailbook.com (mailto:Info@retailbook.com)
 Kit Atkinson / Michael Ward
 Houlihan Lokey Advisory Limited - Nominated Adviser                          +44 (0) 20 7839 3355
 Tim Richardson
 Peel Hunt LLP - Broker                                                       +44 (0) 20 7418 8900
 James Thomlinson / George Sellar
 Headland - Public Relations Adviser                                          +44 (0) 20 3805 4822
 Lucy Legh / Joanna Clark

 mulberry@headlandconsultancy.com (mailto:mulberry@headlandconsultancy.com)

 

 

Further information on the Company can be found on its website at
www.mulberry.com.

 

 

 

Important Notices

 

This announcement has been prepared by, and is the sole responsibility of, the
Company.

 

The Retail Offer is offered in the United Kingdom under the exemption from the
requirement to publish a prospectus in section 86(1)(e) of FSMA. As such,
there is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules of the Financial Conduct Authority (the "FCA"), or for
approval of the same by the FCA. The Retail Offer is not being made into any
jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the Retail Offer, and investors' commitments will be made solely
on the basis of the information contained in this Announcement and information
that has been published by or on behalf of the Company prior to the date of
this Announcement by notification to a Regulatory Information Service in
accordance with the FCA's Disclosure Guidance and Transparency Rules, the
Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

 

The distribution of this Announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction. In
particular, this announcement is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the United
States (including its territories and possessions, any state of the United
States and the District of Columbia (the "United States")), Australia, Canada,
Japan, the Republic of South Africa or any other jurisdiction where to do so
might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Retail Offer Shares is being made in the United States. The
Retail Offer Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act. In addition, the Company has not been, and will
not be, registered under the US Investment Company Act of 1940, as amended.

 

This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, Japan, the Republic of South Africa or any
other jurisdiction in which such offer or solicitation is or may be unlawful.
No public offer of the securities referred to herein is being made in any such
jurisdiction.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG;
FRN 994238). Retail Book Limited ("RetailBook") is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Retail Offer and will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the Retail Offer, Admission and the other arrangements referred to in
this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Retail Book expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the FCA,
London Stock Exchange plc or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of RetailBook or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. RetailBook and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings or
target dividend per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings or
dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

It is further noted that the Retail Offer is only open to investors in the
United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

 

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