Proposed Fundraise to raise up to c.£39.3m

Boohoo Group plc (AIM:BOO), a leading online fashion group, today announces a proposed conditional fundraise of up to approximately £39.3 million, including a proposed placing of new ordinary shares of £0.01 each ("Ordinary Shares") (the "Placing"). Concurrently with the Placing, the Company is proposing to offer and sell new Ordinary Shares (the "Subscription Shares") to certain institutional investors in the United States pursuant to direct subscription agreements (the "Subscriptions"). The Company also intends to carry out a separate retail offer (the "Retail Offer" and, together with the Placing and the Subscriptions, the "Fundraise") of up to 19,354,838 new Ordinary Shares (the "Retail Offer Shares" and, together with the Placing Shares and the Subscription Shares, the "New Ordinary Shares") via the BookBuild Platform ("BookBuild") (the "Retail Offer").

The Placing, Subscriptions and Retail Offer together are intended to raise gross proceeds of up to approximately £39.3 million (before fees and expenses).

The New Ordinary Shares to be issued pursuant to the Placing, Subscription and the Retail Offer will be issued at a price of 31 pence per share (the "Issue Price"). The Issue Price represents a premium of approximately 3.3 per cent. to the closing price of 30 pence per Ordinary Share on 12 November 2024 (being the latest practicable date prior to the release of this Announcement).

The Placing is being conducted through an accelerated bookbuild process outside the United States (the "ABB"), which will be launched immediately following the release of this Announcement, in accordance with the terms and conditions set out in the Appendix of this Announcement (the "Terms and Conditions"). Zeus Capital Limited ("Zeus") is acting as Nominated Adviser and Sole Bookrunner in relation to the Placing.

The issuance of the New Ordinary Shares under the Placing, Subscriptions and Retail Offer is conditional upon, amongst other things, obtaining the consent of its majority lenders under its Facilities Agreement ("Lender Consent").

The Placing will include a firm placing (the "Firm Placing") of up to approximately £33.3 million of New Ordinary Shares (subject to any New Ordinary Shares sold pursuant to the Subscriptions) (the "Firm Placing Shares") and a placing of up to £6.0 million New Ordinary Shares ("Clawback Placing Shares" together with the Firm Placing Shares the "Placing Shares"), subject to clawback under the Retail Offer (the "Clawback Placing"). To the extent that valid applications are received for Retail Offer Shares under the Retail Offer and accepted by the Company, the Clawback Placing will be proportionally reduced so that the total amount raised by the Company (including any Subscriptions) is approximately £39.3 million in aggregate. The Retail Offer will provide qualifying existing retail shareholders an opportunity to participate in the Fundraise at the same price as the Placing. The issue of the Retail Offer Shares is also conditional upon, amongst other things, Lender Consent. Only the Clawback Placing Shares will be subject to clawback to satisfy valid applications for Retail Offer Shares under the Retail Offer which are accepted by the Company. The Firm Placing Shares will not be subject to clawback under the Retail Offer.

A further announcement will be made in due course regarding the Retail Offer, detailing its terms. It is expected that the Retail Offer will launch at 8:00 a.m. on 14 November 2024 and will close at 5:00 p.m. on 15 November 2024.

Subject to Lender Consent, applications will be made to London Stock Exchange plc for the admission of the New Ordinary Shares to be admitted to trading on AIM ("Admission").

SUMMARY OF THE PROPOSED FUNDRAISE

· Proposed equity Fundraise, comprising of (i) a conditional Firm Placing of up to 107,553,604 Firm Placing Shares at the Issue Price(subject to any New Ordinary Shares sold pursuant to the Subscriptions), (ii) a conditional Clawback Placing of up to 19,354,838 Clawback Placing Shares at the Issue Price (iii) a conditional private placement of Subscription Shares at the Issue Price to certain institutional investors in the United States pursuant to the Subscription Agreements, and (iv) an additional conditional Retail Offer of up to 19,354,838 Retail Offer Shares at the Issue Price (the proceeds of the offer and sale of the Placing Shares, the Subscription Shares and the Retail Shares, together, the "Proceeds").

• The Fundraise is conditional upon, amongst other things, Lender Consent.
• The Placing is to be conducted by way of the ABB, which will commence immediately following this Announcement.
• A Placing Agreement has been entered into today between the Company and Zeus in connection with the Fundraise. If the conditions relating to the issue of the Placing Shares, including Lender Consent, are not satisfied by the Long Stop Date or the Placing Agreement is terminated in accordance with its terms, the Placing Shares will not be issued, and the Company will not receive the associated placing monies.
• The Placing is not conditional upon the Retail Offer and, for the avoidance of doubt, neither the Retail Offer nor the Subscriptions forms part of the Placing. Zeus is not acting for the Company with respect to the Retail Offer or the Subscriptions.
• Net proceeds of the Fundraise will be used to reduce Group borrowings.
• The Issue Price per New Ordinary Share will be 31 pence.
• The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares. The New Ordinary Shares will represent up to approximately 10 per cent. of the Company's existing issued share capital.
• Any shareholder or shareholders acting in concert with one another will be permitted to participate in the Fundraise only to the extent such participation will not result in such shareholder(s) requiring a Rule 9 waiver for the purposes of the City Code on Takeovers and Mergers.
• The final number of New Ordinary Shares will be agreed by Zeus and the Company at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter, confirming the final details of the Fundraise.
• The timing for the close of the ABB shall be at the absolute discretion of Zeus, in consultation with the Company. The Placing is not underwritten.
• The Fundraise is being conducted using the authorities to issue and allot new shares granted to the Directors by shareholders at the Company's annual general meeting held on 20 June 2024 (the "2024 AGM"). Accordingly, the issue of the New Ordinary Shares is not subject to the approval of shareholders.
• It is currently expected that Admission will become effective, and that dealings in the respective shares will commence on AIM, on or around 26 November 2024.

The Company released an announcement on 18 October 2024 titled Business Update (the "18 October Announcement"), in which it:

• announced that the Group has agreed a new £222 million debt facility with a consortium of its existing relationship banking group (the "Group's Lenders") which compromises of a £125 million revolving credit facility and a £97 million term loan (the "Term Loan"); and
• summarised its plans to unlock and maximise shareholder value (the "Business Review"), further details of which are contained in the 18 October Announcement.

The proceeds of the Fundraise are intended to be used:

• to part satisfy the first tranche which will become due to be paid under the Term Loan of £50 million by the end of December 2024; and
• provide additional strategic flexibility to maximise value for all shareholders as part of the Group's Business Review.

Interim results for the six months ended 31 August 2024

The Company today separately announced its unaudited interim results for the six months to 31 August 2024.

Structure of the Fundraise

At the Company's 2024 AGM, certain resolutions were passed by shareholders which granted the Directors the authority to allot, on a non-pre-emptive basis, Ordinary Shares up to an aggregate nominal amount of £1,269,084.43 (being approximately 10 per cent. of the issued share capital of the Company as at the date of the 2024 AGM).

Given the proposed size of the Fundraise, the Fundraise will not require a general meeting, and will not be subject to shareholder approval.

However, as noted above, the issue of the New Ordinary Shares pursuant to the Fundraise is conditional upon, amongst other things, Lender Consent.

Placing

The Placing will be conducted by Zeus on behalf of the Company. The Placing will be conducted by way of an ABB outside of the United States which will commence immediately following this Announcement. The Placing is subject to the detailed Terms and Conditions contained in the Appendix to this Announcement, which should be read in its entirety.

The final number of Firm Placing Shares will be determined by Zeus and the Company, and will be confirmed orally or by email following the close of the ABB. The final number of Clawback Placing Shares will be announced as soon as practicable after the close of the Retail Offer. The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares.

The Firm Placing Shares are not subject to clawback and do not form part of the Clawback Placing. The Clawback Placing Shares allocated pursuant to the Placing are subject to clawback to satisfy valid applications for Retail Offer Shares under the Retail Offer which are accepted by the Company.

The timing of the closing of the ABB and allocations are at the absolute discretion of Zeus having consulted with the Company. Details of the results of the Placing will be announced as soon as practicable after the close of the ABB.

By choosing to participate in the Placing and by making a legally binding recorded commitment to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Terms and Conditions.

The Placing (which is not being underwritten) is conditional, amongst other things, upon:

• Lender Consent having been obtained;
• the Placing Agreement becoming unconditional in all respects (save for Admission) and not having been terminated in accordance with its terms prior to Admission; and
• Admission of the Placing Shares becoming effective on or before 8:00 a.m. on 26 November 2024 or such later time and/or date as the Company and Zeus may agree, being no later than 5:00 p.m. on 6 December 2024 (the "Long Stop Date").

The Placing Agreement

In connection with the Placing, the Company and Zeus have entered into the Placing Agreement. Pursuant to the terms of the Placing Agreement, Zeus has conditionally agreed to use its reasonable endeavours, as agents for the Company, to procure placees for the Placing Shares at the Issue Price. The Placing is not being underwritten.

The Placing Agreement is conditional on, amongst other things, (i) the conditions in the Placing Agreement being satisfied or (if capable of waiver) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission, (ii) Lender Consent having been obtained, and (iii) Admission occurring on or before 8:00 a.m. on 26 November 2024 (or such later date as the Company and Zeus may agree, not being later than 5:00 p.m. on the Long Stop Date).

The Placing Agreement contains certain customary warranties given by the Company in favour of Zeus in relation to, inter alia, matters relating to the Company and its business.

In addition, the Company has agreed to indemnify Zeus in relation to certain liabilities it may incur in respect of the Placing.

Zeus has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including, in particular, in the event of a material breach of the warranties given in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement or the occurrence of a force majeure event or a material adverse change affecting the financial position, business or prospects of the Company, in each case which in Zeus' opinion may be material and adverse to the Company or the Placing.

Subscription Agreements

Retail Offer

The Company values its shareholder base and believes that it is appropriate to provide its eligible retail investors in the United Kingdom ("Retail Investors") the opportunity to participate in the Retail Offer. The Retail Offer will allow existing Retail Investors to participate in the Fundraise by subscribing for Retail Offer Shares at the Issue Price.

Conditional on, amongst other things, the Placing proceeding, Lender Consent and Admission, up to 19,354,838 Retail Offer Shares will be issued to eligible Retail Investors by way of the Retail Offer at the Issue Price to raise proceeds of up to approximately £6.0 million (before expenses).

The Retail Offer Shares are not part of the Placing and are not Placing Shares.

The Retail Offer is not being underwritten.

No prospectus will be published in connection with the Retail Offer.

Further information on the Retail Offer and how Retail Investors can participate in the Fundraise will be contained in a further announcement.

Expected Timetable of Principal Events

2024

Notes:

• All of the above times refer to London time unless otherwise stated.
• The timetable above assumes that lender consent is obtained, the Placing Agreement becomes unconditional in all respects with respect to Admission and is not terminated in accordance with its terms by Zeus.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (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 have been subject to a product approval process, which has determined that such New Ordinary 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 UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares 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 Fundraise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Zeus will only procure investors (pursuant to the Fundraise) 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 UK 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 New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Zeus may, in accordance with applicable laws and regulations, engage in transactions in relation to the New Ordinary Shares and/or related instruments for its own account and, except as required by applicable laws or regulations, does not propose to make any public disclosure in relation to such transactions.

APPENDIX

UK Product Governance Requirements

EU Product Governance Requirements

Introduction

No prospectus or other offering document

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published pursuant to the Companies (Jersey) Law 1991 as amended. No prospectus or other offering document has been or will be submitted to be approved by (i) the FCA, (ii) the Jersey Registrar of Companies, or (iii) any competent authority of any Relevant Member State, in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Details of the Placing Agreement and the Placing Shares

The Firm Placing Shares are not subject to clawback and do not form part of the Clawback Placing.

The Clawback Placing Shares are being offered pursuant to the Clawback Placing, subject to clawback in respect of valid applications received for Retail Offer Shares which are accepted by the Company.

Further details of the placing procedure and terms on which the Firm Placing Shares and Clawback Placing Shares are being offered are set out below.

Lock-up

As part of the Placing, the Company has agreed that it will not for a period of 180 days from Admission, directly or indirectly, issue, allot, offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Ordinary Shares or other shares in the capital of the Company or any securities convertible into or exchangeable for Ordinary Shares or other shares in the capital of the Company or otherwise enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or other shares in the capital of the Company. This agreement is subject to certain customary exceptions and does not prevent (i) the issue or offer by or on behalf of the Company of any Ordinary Shares in relation to the Placing, the Subscription and the Retail Offer; or (ii) the grant or exercise of options or awards under any of the Company's existing employee share schemes (including any long term incentive plan and share incentive plan) (in accordance with normal practice).

Application for admission to trading

It is expected that settlement of the Placing Shares and Admission will become effective on or around 8:00 a.m. on the Admission Date and that dealings in the Placing Shares on AIM will commence at the same time or such later time and/or dates as the Company and Zeus may agree (being in any event no later than 5:00 p.m. on the Long Stop Date).

Principal terms of the Placing

• The final number of Firm Placing Shares, to be issued or acquired at the Issue Price will be agreed and determined between Zeus and the Company and such details will be announced by the Company through a RIS pursuant to the "Result of Placing" announcement. The final number of Clawback Placing Shares and Retail Offer Shares will be agreed and determined between Zeus and the Company and such details will be announced by the Company through a RIS pursuant to the "Result of Retail Offer " announcement.
• The price per Placing Share (the "Issue Price") is fixed at 31 pence.
• The Issue Price is payable to Zeus (as agent for the Company) by all Placees.
• Each Placee's allocation and whether such Placee participates in the Placing will be determined by Zeus in its absolute discretion following consultation with the Company and will be confirmed to Placees by Zeus.
• Each Placee's commitment will be confirmed in and evidenced by a Recorded Commitment. These Terms and Conditions will be deemed incorporated into the contract which is entered into by way of a Recorded Commitment, and each Placee's commitment to acquire the number of Firm Placing Shares and, once apportioned after clawback, any Clawback Placing Shares allocated to the Placee at the Issue Price will be made on and subject to the Terms and Conditions and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Commitment and, except with Zeus' prior written consent, will not be capable of variation or revocation after such time. Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Commitment. These Terms and Conditions shall be deemed incorporated into any such contract note.
• Each Placee will confirm the maximum number of Firm Placing Shares and Clawback Shares it is willing to acquire in a Recorded Commitment. Once they have made a Recorded Commitment, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Zeus (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Firm Placing Shares and, once apportioned after clawback, any Clawback Placing Shares such Placee has agreed to acquire.
• Zeus reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Zeus also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of Zeus. Zeus may also, notwithstanding paragraphs 6 and 7 above, subject to the prior consent of the Company:
• To the fullest extent permissible by law and applicable FCA rules and regulations, none of:
• Zeus;
• any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to occur, subject to the Company obtaining Lender Consent, on 26 November 2024 (the "Admission Settlement Date"), in accordance with the contract notes or electronic trade confirmation or other (oral or written) confirmation. Settlement will be on a delivery versus payment basis unless otherwise notified by Zeus.

Conditions of the Placing

• the delivery by the Company to Zeus of certain documents required under the Placing Agreement;
• the Company having complied in all material respects, in the opinion of Zeus (acting in good faith), with its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission and there having occurred no material default or breach by the Company of its terms at any time immediately prior to Admission;
• in the opinion of Zeus (acting in good faith), none of the warranties and undertakings contained in the Placing Agreement ("Warranties") being untrue, inaccurate or misleading at date of the Placing Agreement or having ceased to be true and accurate or having become misleading at any time following the date of the Placing Agreement and up to and including the time of Admission with reference to the facts and circumstances subsisting at that time, which in any case is material;
• there having been no development or event which will have or is, in the opinion of Zeus (acting in good faith), likely to have a material adverse effect on the condition (financial, operational, legal or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Group, whether or not arising in the ordinary course;
• the Company obtaining the Lender Consent by not later than 25 November 2024;
• the obligations of Zeus not having been terminated pursuant to the Placing Agreement prior to Admission; and
• Admission having taken place by not later than 8:00 a.m. on the Admission Date or such later time or date (being not later than 5:00 p.m. on the Long Stop Date), as the Company and Zeus may agree in writing.

Zeus may, in its absolute discretion and upon such terms as it thinks fit, waive compliance by the Company with certain of the Company's obligations in relation to the Placing Conditions in the Placing Agreement which are capable of waiver, in whole or in part, or extend the time provided for fulfilment of one or more Placing Conditions, save that the Placing Conditions in respect of the passing of the Resolutions referred to in paragraph (b) above and the Placing Condition relating to Admission referred to in paragraph (e) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

Termination of the Placing

Zeus may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, in the opinion of Zeus (acting in good faith), inter alia:

• any statement contained in the Announcement or any other announcement, presentation or document issued by or on behalf of the Company in connection with the Placing has become untrue, incorrect or misleading; or
• any of the Warranties was untrue, inaccurate or misleading when made and/or that any of the Warranties has ceased to be true or accurate or has become misleading at any time prior to Admission, in each case by reference to the facts and circumstances subsisting at that time; or
• any matter or circumstance has arisen which would be likely to give rise to an entitlement on the part of any indemnified person to make a claim under the indemnity contained in the Placing Agreement; or
• in the opinion of Zeus there having been a development or event which will have or is, in the opinion of Zeus (acting in good faith), likely to have a material adverse effect on the condition (financial, operational, legal or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Group, whether or not arising in the ordinary course; or
• the Company has not complied or cannot comply, in all material respects with any of its obligations under the Placing Agreement or under the Terms and Conditions (to the extent that such obligations fall to be complied with prior to Admission); or
• there having occurred or, in the opinion of Zeus it being reasonably likely that there will occur any material adverse change in national or international financial markets or economic, monetary or market conditions which would have a material impact on the business and operations of the Company.

Representations, warranties and further terms

• is required under the Prospectus Regulation, the Companies (Jersey) Law 1991 as amended, or any other applicable law; and
• has been or will be prepared in connection with the Placing,

and, in particular, that the Subscription and Retail Offer referred to in the Announcement relating thereto are separate from the Placing and do not form part of any offer or agreement concerning the Placing and/or any Placing Shares;

6.

• it and/or each person on whose behalf it is participating:
• has fully observed such laws and regulations;
• it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or be located in or have an address in, or be subject to the laws of, Australia, Canada, the Republic of South Africa, New Zealand or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa, New Zealand or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
• the person who it specifies for registration as holder of the Placing Shares will be:
• the Placee; or
• a nominee of the Placee, as the case may be;
• it:
• is not a person:
• it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and
• time is of the essence as regards its obligations under these Terms and Conditions;
• the Placing Shares will be issued subject to these Terms and Conditions; and

The representations, warranties, acknowledgements and undertakings contained in these Terms and Conditions are given to Zeus for itself and on behalf of the Company and are irrevocable.

References to time in this Announcement are to London time, unless otherwise stated.

DEFINITIONS

The following definitions apply to these Terms and Conditions: