03:00 Tue 02 Jun 2020
Ted Baker PLC - Publication of Prospectus
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE CAPITAL RAISING. NEITHER THIS COMMUNICATION NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE ON THE WEBSITE OF TED BAKER PLC AT WWW.TEDBAKERPLC.COM.
Publication of Prospectus
Further to the announcement by the Company on
The Prospectus containing full details of the Placing and Open Offer, Firm Placing and Offer for Subscription and the Disposal is available on the Company's website (www.tedbakerplc.com). The Prospectus will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
All capitalised terms in this announcement but not defined herein have the meaning given to them in the Prospectus, unless otherwise defined herein.
For further information please contact:
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Peter Hearsey-Zoubie, Company Secretary |
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Tel: +44 (0) 20 3100 2000 |
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Goldman Sachs International (Joint Global Coordinator, Joint Bookrunner and Joint Underwriter) |
Tel: +44 (0) 20 7774 1000 |
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Tel: +44 (0) 20 3807 8484 |
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Tel: +44 (0) 20 7353 4200 |
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Tel: +44 (0) 371 664 0321 |
IMPORTANT NOTICE:
This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a prospectus but an advertisement and investors should not acquire any Shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by the Company in connection with the Capital Raising. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.
Copies of the Prospectus are available on the Company's website at www.tedbakerplc.com provided that the Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for Shares in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in
This announcement is not an offer of securities for sale in
The distribution of this announcement into jurisdictions other than the
This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
This announcement contains forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could", "is confident", or other words of similar meaning. Undue reliance should not be placed on any such statements because they speak only as at the date of this document and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Company's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements.
There are a number of factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are: the impact of the coronavirus pandemic, increased competition, the loss of or damage to one or more key customer relationships, changes to customer purchasing patterns, delays or restrictions in the supply of products, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the key timing and success of future acquisition opportunities or major investment projects.
None of the Company, Goldman Sachs International ("Goldman Sachs") or
Notice to all investors
Goldman Sachs is authorised by the
Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks, nor any of their respective affiliates, directors, officers, employees or advisers, accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to, the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, by the Company, the Directors or any other person, in connection with the Company or the Shares or the Capital Raising or Disposal and nothing contained in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of the Banks and their respective affiliates, directors, officers, employees or advisers each accordingly disclaims all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or any such statement. No representation or warranty express or implied, is made by any of the Banks or any of their respective affiliates, directors, officers, employees or advisers as to the accuracy, completeness or sufficiency of the information set out in this announcement.
No person has been authorised to give any information or to make any representations other than those contained in this announcement, the Prospectus, the Application Forms and the Offer for Subscription Application Forms, and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Goldman Sachs or Liberum. Subject to the Listing Rules, the Prospectus Rules and the Transparency Rules of the Financial Conduct Authority and the Disclosure Requirements (as such term is defined in the Listing Rules), the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.
Goldman Sachs and Liberum and their respective affiliates, directors, officers, employees or advisers, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions and subject to the Sponsor and Underwriting Agreement, engage in transactions in relation to the Shares or related instruments for their own account in connection with the Capital Raising or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Goldman Sachs, Liberum and any of their respective affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, Goldman Sachs and Liberum do not propose to make any public disclosure in relation to such transactions.
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