boohoocom-plc-final-admission-document-5-march-2014

PART II
RISK FACTORS
Before making any investment decision, prospective investors should carefully consider all the
information contained in this document including, in particular, the risk factors described below.
Ordinary Shares may not be a suitable investment for all recipients of this document. If you are
in any doubt about the Ordinary Shares and their suitability for you as an investment, you should
consult a person authorised under FSMA who specialises in advising on the acquisition of shares
and other securities.
In addition to the usual risks associated with an investment in a company, the Directors consider
that the factors and risks described below are the most significant in relation to an investment in
the Company and should be carefully considered, together with all the information contained in
this Document, prior to making any investment decision in respect of the Ordinary Shares. The
list below is not exhaustive, nor is it an explanation of all the risk factors involved in investing in
the Company and nor are the risks set out in any order of priority.
It should be noted that the risks described below are not the only risks faced by the Company
and there may be additional risks that the Directors currently consider not to be material or of
which they are currently not aware.
If any of the events described in the following risk factors actually occur, the Company’s business,
financial condition, results or future operations could be materially affected. In such
circumstances, the price of the Ordinary Shares could decline and investors could lose all or part
of their investment. The information set out below is not set out in any order of priority. The
Company’s performance may be affected by changes in legal, regulatory and tax requirements
in any of the jurisdictions in which it operates or intends to operate as well as overall global
financial conditions.
Annex I, 4
Annex III, 2
Risks specific to boohoo
The following sets out some of the risks relating to boohoo’s business. If any of the following risks are borne
out in reality, the Group’s business, financial condition or results of operations could be seriously affected.
Rapid growth
The Group's business has grown rapidly and is expected to grow rapidly. Operations and practices adopted
at earlier stages of the Group's development may be considered to be inappropriate for a business of the
size and scale of the Group, however, the Board will continue to actively monitor and respond to maintain
systems and practices that are appropriate for the operations and scale of the Group.
The Group may need to expand and enhance its infrastructure and technology, and improve its operational
and financial systems and procedures and controls from time to time in order to be able to match the
expected expansion. The Group may face challenges in matching the pace of its expansion with achieving
corresponding improvements and enhancements in its controls and procedures in the future. It will also
need to expand, train and manage its growing employee base. There can be no assurance that the Group’s
current and planned personnel, infrastructure, systems, procedures and controls will be adequate to support
its expanding operations in the future. If the Group fails to manage its expansion effectively, its business,
operations and prospects may be materially and adversely affected.
The Group may be subject to foreign laws regulating the business operations of the Group. There is a risk
that with such rapid growth, the Group has not always been fully compliant with the regulatory laws of foreign
countries. Failure to comply with these laws may leave it open to sanctions or the commission of offences.
Regulatory
The application or modification of existing laws or regulations, or adoption of new laws and regulations
relating to e-commerce, m-commerce, online operations and protection of consumers online etc. could
adversely affect the manner in which the Group currently conducts its business.
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