Mothercare PLC CVA Proposals: Results of Creditors' Meetings (0624Q)

TIDMMTC

RNS Number : 0624Q

Mothercare PLC

01 June 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Mothercare plc

("Mothercare", the "Company" or the "Group")

CVA Proposals: Results of Creditors' Meetings

On 17 May 2018, Mothercare plc, the leading global retailer for parents and young children, announced comprehensive measures to refinance its business ("Refinancing") and to restructure its UK store portfolio ("UK Restructuring") through company voluntary arrangements of certain of its subsidiaries ("CVA Proposals").

The creditors' meetings for Mothercare UK Limited, Childrens World Limited and Early Learning Centre Limited were held today to consider the CVA Proposals and the Company is pleased to announce that the CVA Proposals were approved by the requisite majorities of more than 75% in value of the unsecured creditors of the companies present at each of the meetings in person or by proxy. In accordance with the statutory provisions, there is a limited period, expiring on 29 June 2018, in which a creditor may apply to court to challenge the CVA Proposals.

The CVA Proposals are not expected to affect the ordinary course of operations of Mothercare plc, which continues to trade as a going concern under the control of its directors. Mothercare plc is not, and will not be, in administration as a result of the approval by creditors of the CVA Proposals.

As part of the Refinancing, the New Equity Issue comprising a placing and open offer of new ordinary shares to raise approximately GBP28m is expected to complete in July 2018 with the current intention that it will be priced at 19 pence per new ordinary share. The New Equity Issue continues to be underpinned by the standby underwriting commitment from Numis Securities Limited and final pricing of the New Equity Issue remains subject to the prevailing market price of the ordinary shares at the time of launch and agreement of final terms by the Company and Numis Securities Limited in accordance with the terms of the standby underwriting agreement. The Revised Debt Facilities of GBP67.5m provided by Mothercare plc's existing lenders remain conditional upon, amongst other things, the completion of the New Equity Issue. Mothercare plc is in the process of preparing a prospectus and circular to shareholders setting out, amongst other things, the detailed terms and the shareholder resolutions necessary for the proposed New Equity Issue. Further details of the New Equity Issue will be announced in due course.

Commenting on the approval of the CVA Proposals by creditors, Clive Whiley, Interim Executive Chairman, said:

"We are very grateful for the support of our many stakeholders across our creditor base in supporting today's CVA Proposals. Their forbearance and support today is a crucial step forward to achieve the renewed and stable financial structure for the business that will drive an acceleration of Mothercare's transformation. These measures provide a solid platform from which to reposition the Group and begin to focus on growth, both in the UK and internationally."

Enquiries

Mothercare plc

Mark Newton-Jones / David Wood / Glyn Hughes 01923 206455

MHP Communications

Tim Rowntree / Simon Hockridge 020 3128 8742

Numis Securities Limited

Luke Bordewich / Oliver Cardigan / Oliver Cox 0207 260 1000

KPMG

Press Office (Simon Wilson) 020 7311 66551

Notes:

1. This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.

2. The person responsible for the release of this announcement is Glyn Hughes, CFO at Mothercare plc, Cherry Tree Road, Watford, Hertfordshire, WD24 6SH.

   3.    LEI number of Mothercare plc: 213800ZL6RPV9Z9GFO74. 

4. All capitalised terms shall have the same meaning as set out in the RNS announcement made on 17 May 2018

Important notice

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. Nothing in this announcement should be interpreted as a term or condition of the proposed New Equity Issue.

This announcement contains "forward-looking statements" with respect to the financial condition, results of operations and business of Mothercare and to certain of Mothercare's plans and objectives with respect to these items.

Forward-looking statements are sometimes but not always identified by the use of a date in the future or such words as 'anticipates', 'aims', 'due', 'could', 'may', 'should', 'expects', 'believes', 'intends', 'plans', 'targets', 'goal', or 'estimates'. By their very nature forward-looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or will occur in the future.

There are various factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, changes in the economies, political situations and markets in which Mothercare operates; changes in the regulatory or competition frameworks in which Mothercare operates; the impact of legal or other proceedings against or which affect Mothercare; changes in inflation or exchange rates.

All written or verbal forward-looking statements, made in this document or made subsequently, which are attributable to Mothercare or persons acting on their behalf, are expressly qualified in their entirety by the factors referred to above.

Neither Mothercare nor any other person (including Numis) intends to update these forward-looking statements.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Mothercare and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Mothercare for providing the protections afforded to clients of Numis (as the case may be) nor for providing advice in relation to the matters referred to in this announcement or any other transaction, arrangement or matter referred to in this announcement.

This announcement has been issued by Mothercare plc and is the sole responsibility of Mothercare plc. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis, or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This announcement and the information contained herein do not constitute an offer of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or a transaction not subject to, such registration requirements. Mothercare has not registered and does not intend to register the offering of any securities in the United States or to conduct a public offering of any securities in the United States.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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June 01, 2018 09:15 ET (13:15 GMT)