REG - Mulberry Group PLC - Retail Offer

MulberryAnnouncement

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RNS Number : 5971Q  Mulberry Group PLC  10 July 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THIS "ANNOUNCEMENT")
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAILBOOK 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.

 

 

 

10 July 2025

 

Mulberry Group plc

 

Retail Offer by RetailBook

 

 ·             Further to the announcement made by the Company earlier today, Mulberry is
               undertaking a conditional offer of new Ordinary Shares (the "Retail Offer
               Shares") via RetailBook (https://www.retailbook.com/)
 ·             The Issue Price for the Retail Offer is £0.975 per Retail Offer Share,
               representing the closing mid-price of the Company's existing Ordinary Shares
               on 9 July 2025
 ·             Existing Mulberry Shareholders, save for those which participated in the
               Subscriptions of Loan Notes also announced earlier today, can take part in the
               Retail Offer through RetailBook's partner network of retail brokers, wealth
               managers and investment platforms, (subject to such partners' participation),
               which includes AJ Bell, Hargreaves Lansdown and interactive investor
 ·             Applications for Retail Offer Shares through these partners can be made from
               tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs
 ·             The Retail Offer is only available to existing Mulberry Shareholders
 ·             There is a minimum subscription of £250 per investor in the Retail Offer
 ·             No commission will be charged by RetailBook on applications to the Retail
               Offer
 ·             Brokers wishing to offer their customers access to the Retail Offer and future
               RetailBook transactions, should contact partners@retailbook.com
               (mailto:partners@retailbook.com)
 ·             UK Investors that wish to receive alerts for future RetailBook transactions
               should sign up here: https://www.retailbook.com/get-started
               (https://www.retailbook.com/get-started)

 

 

The Retail Offer

 

 

Mulberry Group plc ("Mulberry" or the "Company") (AIM: MUL), is pleased to
confirm a conditional offer of up to 1,259,610 new ordinary shares of five
pence each ("Ordinary Shares") in the capital of the Company via RetailBook
(the "Retail Offer") at an issue price of £0.975 per Retail Offer Share (the
"Issue Price"), being the closing mid-price of the Company's existing Ordinary
Shares on 9 July 2025, being the latest practicable date prior to the release
of this Announcement.

 

As announced earlier today, the Company has also conducted a fundraising of
£20 million by way of subscriptions for, in aggregate, 20,000,000 new
convertible loan notes of £1.00 each in the Company by its two of its major
shareholders, Challice Limited and Frasers Group PLC raising, in aggregate
£20 million (before expenses) (the "Fundraising").

 

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

 

The Retail Offer is conditional on the approval by the shareholders of the
Company ("Shareholders") of certain resolutions to be proposed at a general
meeting of the Company (the "General Meeting") to be held at the Company's
offices at 30 Kensington Church Street, London W8 4EH on 30 July 2025. The
Retail Offer is further conditional on the Retail Offer Shares being admitted
to trading on AIM ("Admission"). Admission is expected to take place at 8:00
a.m. on 31 July 2025.

 

The net proceeds of the Fundraising and Retail Offer will allow the Company to
make targeted investments to accelerate its future growth and meet its stated
medium term financial targets.

 

Reason for the Retail Offer

 

The Company values its existing shareholder base and believes that it is in
the best interests of Shareholders as well as wider stakeholders, to provide
its Shareholders (other than Challice and Frasers) with the opportunity to
participate in the Retail Offer and maintain their respective stakes in the
Company.

 

The Retail Offer is open to eligible Shareholders resident and physically
located in the United Kingdom following release of this Announcement. The
Retail Offer is expected to close at 12 p.m. on 18 July 2025 and may close
earlier at the discretion of the Company or if it is oversubscribed.

 

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 Retail Offer Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts ("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.

 

Brokers wishing to offer their customers access to the Retail Offer and future
RetailBook transactions, should contact partners@retailbook.com
(mailto:partners@retailbook.com) . UK Investors that wish to receive alerts
for future RetailBook transactions should sign up here:
https://www.retailbook.com/get-started
(https://www.retailbook.com/get-started) .

 

Eligibility for the Retail Offer

 

The Retail Offer is available to existing Shareholders only. To be eligible to
participate in the Retail Offer, applicants must be a customer of a
participating partner and, as at the date hereof, must be a Shareholder.

 

Eligible Shareholders 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.

 

Some RetailBook partners may only accept applications from existing
Shareholders who are existing customers.

 

There is a minimum subscription of £250 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.

 

Shareholders 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.

 

It is a term of the Retail Offer that the aggregate value of the shares
available for subscription at the Issue Price does not exceed £1.23 million.

 

Investors should make their own investigations into the merits of an
investment in the Company. 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 participation in the Retail Offer Shares and an
investment in the Retail Offer Shares 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.

 

AIM is a market designed primarily for emerging or smaller companies to which
a higher investment risk tends to be attached than to larger or more
established companies. A prospective investor should be aware of the risks of
investing in such companies and should make the decision to invest only after
careful consideration and, if appropriate, consultation with an independent
financial adviser.

 

An investment in Retail Offer Shares 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.

 

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

 Billie O'Connor (CFO)
 RetailBook Limited                              c (mailto:capitalmarkets@retailbook.com) apitalmarkets

                                               (mailto:capitalmarkets@retailbook.com) @retailbook.com
  Michael Ward / James Deal                      (mailto:capitalmarkets@retailbook.com)

 Houlihan Lokey UK Limited, Nominated Adviser    +44 (0) 20 7839 3355

 Tim Richardson
 Headland, Public Relations Advisers             +44 (0) 20 3805 4822

 Lucy Legh / Joanna Clark

 

The person responsible for arranging the release of this Announcement on
behalf of the Company is Billie O'Connor, a director of the Company.

 

Further information on the Company can be found on its website at
https://www.mulberry.com/gb/

 

Important Notices

 

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

 

It is a term of the Retail Offer that the total value of the Retail Offer
Shares available for subscription at the Issue Price under (i) the Retail
Offer; and (ii) any other offer to the public in the United Kingdom falling
within section 86(4) of the Financial Services and Markets Act 2000 ("FSMA"),
does not (in aggregate) exceed the equivalent of €8 million. The Retail
Offer is offered in the United Kingdom under the exemption from the
requirement to publish a prospectus in section 86(1)(e) and 86(4) 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 and UK
MAR.

 

This Announcement and the information contained herein 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" or "US")), Australia, Canada, New Zealand, 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, New Zealand, 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.

 

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.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG).
Retail Book Limited ("RetailBook") is authorised and regulated in the United
Kingdom by the FCA (FRN 994238).

 

The value of the 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.

 

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning.. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including, inter alia, United Kingdom domestic and global economic business
conditions, market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and regulatory
authorities, the effect of competition, inflation, deflation, the timing
effect and other uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from the plans,
goals and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on behalf of the
Company speak only as of the date they are made. Except as required by
applicable law or regulation, the Company expressly disclaims any obligation
or undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.

 

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).

 

 

END

 

 

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