Boohoo : Issuance of Ordinary Shares and Director?s Dealing

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boohoo group plc - BOO Issuance of Ordinary Shares and Director's Dealing Released 16:16 28-Feb-2020

RNS Number : 5610E

boohoo group plc

28 February 2020

For Immediate Release	28 February 2020

Boohoo group plc

('boohoo' or the 'Company')

Issuance of Ordinary Shares to the Deputy Chairman and Non‐Executive Directors

and Director's Dealing

boohoo, one of the UK's largest pure‐play online, own brand fashion retailers, announces that it has issued new ordinary shares of 1 pence each ('New Ordinary Shares') to its Deputy Chairman and Non‐executive Directors as part of their compensation package.

A total of 16,925 New Ordinary Shares were issued at an effective price of 295.40 pence under the terms of their letter of appointment which require compensation to be made partly in cash and partly in Ordinary Shares. The New Ordinary Shares represent the share compensation due for the financial year ending 29 February 2020 and are subject to lock in provisions for as long as the recipient remains a director of boohoo. The details of the issuance are set out below:

Director	Value of the share issuance	Number of New Ordinary Shares Issued	Number of Ordinary Shares held following the issuance	Percentage of the enlarged Ordinary Share Capital
Brian Small	£20,000	6,770	46,770	0.004%
Sara Murray	£10,000	3,385	121,306	0.010%
Pierre Cuilleret	£10,000	3,385	214,481	0.018%
Iain McDonald	£10,000	3,385	468,481	0.040%

Trading in the New Ordinary Shares, which will rank pari passu in all respects with the existing Ordinary Shares, is expected to commence on or around 1 March 2020.

Total Voting Rights

Following admission of the New Ordinary Shares, the total number of ordinary shares and voting rights in the Company will be 1,168,033,762. The Company does not hold any shares in treasury.

The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Director Dealing

Boohoo also announces that the following dealing in the Company's ordinary shares of 1 pence each ('Ordinary Shares') by Neil Catto, Chief Financial Officer. Neil gave an irrevocable instruction to Link Asset Services on 28 February 2020 to exercise an option over 9,137 Ordinary Shares in the company Save As You Earn (SAYE) scheme at an exercise price of 78.8 pence per Ordinary Share. Link Asset Services will conduct this transaction on 2 March 2020 which falls within the Company's forthcoming closed period. Neil will retain this shareholding as part of his commitment to hold shares as part of the Executive Director Shareholding requirement.

As part of this exercise, Neil's interest in Shares will be as follows:

Director	Shares held personally	Shares under option in LTIP	Shares held under SIP	Shares under option in SAYE	Total interest	% of issued share capital
Neil Catto	73,910	840,173	11,393	8,297	933,773	0.08%

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Neil Catto
2	Reason for the notification
a)	Position/status	CFO
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Boohoo group plc
b)	LEI	213800SZF3KFCECWY243
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 1p ISIN: JE00BG6L7297
b)	Nature of the transaction	Exercise of share options under Company's Save As You Earn Share Scheme
c)	Price(s) and volume(s)	Price(s) Volume(s) 78.8 pence 9,137
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	2 March 2020
f)	Place of the transaction	London Stock Exchange, AIM

Enquiries
boohoo group plc
Neil Catto, Chief Financial Officer	Tel: [phone]
Alistair Davies, Investor Relations	Tel: [phone]
Clara Melia, Investor Relations	Tel: [phone]
Zeus Capital - Nominated adviser and joint broker
Nick Cowles/Andrew Jones (Corporate Finance)	Tel: [phone]
John Goold/Benjamin Robertson (Corporate Broking)	Tel: [phone]
Jefferies - Joint broker
Philip Noblet/Max Jones	Tel: [phone]
Buchanan - Financial PR adviser	[e-mail]
Richard Oldworth/ Kim Looringh-van Beeck/Toto Berger	Tel: [phone]

About boohoo group plc

'Leading the fashion eCommerce market'

Founded in Manchester in 2006, boohoo is an inclusive and innovative brand targeting young, value-orientated customers. For 13 years, boohoo has been pushing boundaries to bring its customers up-to-date and inspirational fashion, 24/7. boohoo has grown rapidly in the UK and internationally, expanding its offering with range extensions into menswear, through boohooMAN.

In early 2017 the group extended its customer offering through the acquisitions of the vibrant fashion brand PrettyLittleThing, and free-thinking brand Nasty Gal. In March 2019 the group acquired the MissPap brand and in August 2019, the Karen Millen and Coast brands, all complementary to the group's scalable multi-brand platform. United by a shared customer value proposition, our brands design, source, market and sell great quality clothes, shoes and accessories at unbeatable prices. These investment propositions have helped us grow from a single brand, into a major multi-brand online retailer, leading the fashion eCommerce market for 16 to 40-year-olds around the world. As at 31 August 2019, the boohoo group has over 13 million active customers across all its brands around the world.

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Issuance of Ordinary Shares and Director's Dealing - RNS