Result of oversubscribed Placing & Subscription

Boohoo Group plc (AIM:BOO) a leading online fashion group, announces that, further to the Company's "Proposed Fundraise" announcement that was released at 5:23 p.m. on 13 November 2024 (the "Launch Announcement"), it has successfully conditionally completed and closed the ABB process in relation to the Placing and Subscriptions for gross proceeds of approximately £39.3 million.

The Placing and Subscriptions were significantly oversubscribed at the Issue Price of 31 pence per share, a 3.3 per cent. premium to the closing share price of 30 pence per share on 12 November 2024.

The Company has raised gross proceeds of £33.3 million through the Firm Placing of, and a Subscription for, an aggregate of 107,553,604 New Ordinary Shares at the Issue Price, and gross proceeds of £6.0 million, subject to clawback under the Retail Offer, through the Clawback Placing of, and a Subscription for, an aggregate of 19,354,838 New Ordinary Shares at the Issue Price.

In addition to the Placing and Subscription, the Company is providing shareholders with the opportunity to subscribe for up to 19,354,838 Retail Offer Shares at the Issue Price pursuant to the Retail Offer via BookBuild, to raise up to approximately £6.0 million.

To the extent that valid applications are received for Retail Offer Shares under the Retail Offer and accepted by the Company, the Clawback Placing and a portion of the Subscription will be proportionally reduced so that the total amount raised by the Company through the Retail Offer, the Subscription and the Placing is approximately £39.3 million in aggregate. No part of the Placing or the Subscription is conditional on the Retail Offer proceeding or on any minimum take-up on 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 later today and will close at 5:00 p.m. on 15 November 2024.

As noted in the Launch Announcement, the issuance of the New Ordinary Shares under the Placing, Subscription and Retail Offer is conditional upon, amongst other things, obtaining the consent of its majority lenders under its Facilities Agreement ("Lender Consent").

It is expected that Admission will occur, and that dealings will become effective on or around 8:00 a.m. on 26 November 2024. The New Ordinary Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares.

Dan Finley, Group CEO, commented: "We are pleased with the level of support from our existing shareholders for the business in its next stage of growth. We trust that the Retail Offer provides smaller shareholders the opportunity to participate also."

Related Party Transactions

Mahmud Kamani, being a Director of the Company, together with his close relatives and related trusts, has conditionally agreed to participate in the Fundraise, subscribing for 49,904,675 New Ordinary Shares (the "Director Participation"), part of which is subject to clawback under the Clawback Placing. This constitutes a related party transaction under the AIM Rules for Companies. The directors of the Company, other than Mahmud Kamani, (the "Independent Directors") are deemed to be independent of the Director Participation. Accordingly, the Independent Directors (for the purposes of AIM Rule 13) consider, having consulted with the Company's nominated adviser, Zeus Capital Limited, that the terms of the Director Participation are fair and reasonable insofar as Shareholders are concerned.

Frasers Group plc ("Frasers") holds an interest in more than 10 per cent. of the Company's existing Ordinary Share capital and is therefore considered a related party of the Company under the AIM Rules. Frasers has conditionally agreed to subscribe for 39,119,788 New Ordinary Shares pursuant to the Fundraise ("Frasers' Participation"), part of which is subject to clawback under the Clawback Placing. The directors of the Company are deemed to be independent of Frasers' Participation. Accordingly, the directors of the Company (for the purposes of AIM Rule 13) consider, having consulted with the Company's nominated adviser, Zeus Capital Limited, that the terms of Frasers' Participation is fair and reasonable insofar as Shareholders are concerned.

Admission

Application will be made to London Stock Exchange plc for admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that, subject to the Company obtaining Lender Consent, Admission will become effective and dealings in the New Ordinary Shares will commence at 8:00 a.m. on 26 November 2024.

Admission is conditional, inter alia, upon (i) Lender Consent, (ii) Admission becoming effective, and (iii) the Placing Agreement not having been terminated and becoming unconditional.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Launch Announcement unless the context provides otherwise.