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

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CONTENTS KEY STATISTICS 4 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 5 DIRECTORS, PROPOSED DIRECTORS AND ADVISERS 6 DEFINITIONS 10 EXECUTIVE SUMMARY 14 PART I INFORMATION ON THE COMPANY 16 PART II RISK FACTORS 31 PART III HISTORICAL FINANCIAL INFORMATION 38 SECTION A: ACCOUNTANTS’ REPORT ON THE OPERATING GROUP 38 SECTION B: IFRS FINANCIAL INFORMATION OF THE OPERATING GROUP 40 SECTION C: ACCOUNTANTS’ REPORT ON ABK LIMITED 67 SECTION D: IFRS FINANCIAL INFORMATION ON ABK LIMITED 69 PART IV PRO FORMA STATEMENT OF NET ASSETS 81 PART V ADDITIONAL INFORMATION 83 3
KEY STATISTICS Existing Share Capital at the date of this <strong>document</strong> Current number of Existing Ordinary Shares in issue (1) 520,210,360 Principal Value of Convertible Loan Notes in issue at the date of this <strong>document</strong> £239,899,026 Placing Shares Number of Placing Shares 600,000,000 Gross Proceeds of the Placing £300,000,000 Proceeds used to repay Convertible Loan Notes £239,899,026 Estimated net proceeds of the Placing £46,100,974 Upon Admission Number of Ordinary Shares in issue at Admission 1,120,210,360 Number of Ordinary Shares which are subject to Options at Admission (1) 15,728,000 Approximate market capitalisation of the Company at Admission (2) £560,105,180 AIM symbol ISIN number BOO JE00BG6L7297 Notes (1) It is intended that, in aggregate, 15,728,000 Ordinary Shares will be (i) the subject of Options granted under the ESOP and the NED Plan and (ii) issued pursuant to the SIP, on Admission or soon thereafter. (2) This is based on the Placing Price and on the assumption that the Options will not be exercised. If the Options are exercised in full then the market capitalisation at Admission, based on the Placing Price, would be approximately £567,969,180. 4
Page 2 and 3: THIS DOCUMENT IS IMPORTANT AND REQU
Page 6 and 7: EXPECTED TIMETABLE OF PRINCIPAL EVE
Page 8 and 9: Solicitors to the Company - Jersey:
Page 10 and 11: information or any change in events
Page 12 and 13: “CREST Regulations” “Director
Page 14 and 15: “Shareholder(s)” “Share Plans
Page 16 and 17: Growth in online retail sales in th
Page 18 and 19: 3. MARKET AND COMPETITION boohoo op
Page 20 and 21: The price point at which boohoo sel
Page 22 and 23: Website, IT and Systems boohoo’s
Page 24 and 25: Year Year Year Ten Months Ten Month
Page 26 and 27: Directors Mahmud Abdullah Kamani (a
Page 28 and 29: ● Admission occurring no later th
Page 30 and 31: The Company has entered into an opt
Page 32 and 33: PART II RISK FACTORS Before making
Page 34 and 35: Litigation Whilst the Group has tak
Page 36 and 37: granted such permission is not guar
Page 38 and 39: Areas of investment risk The prices
Page 40 and 41: Save for any responsibility which w
Page 42 and 43: Consolidated statements of financia
Page 44 and 45: Consolidated statement of cash flow
Page 46 and 47: ● IAS 27 (revised 2011), ‘Separ
Page 48 and 49: Financial assets An impairment loss
Page 50 and 51: Inventory provisions Provision is m
Page 52 and 53: Ten months Ten months Year ended Ye
Page 54 and 55:
Directors’ and Key Management Per
Page 56 and 57:
9b. Illustrative earnings per share
Page 58 and 59:
12. Intangible assets Patents and C
Page 60 and 61:
Trade and other payables comprise a
Page 62 and 63:
Fair values Financial instruments u
Page 64 and 65:
Voting rights are attached to the s
Page 66 and 67:
£39,388 as at 31 December 2012 and
Page 68 and 69:
Section C: Accountants’ Report on
Page 70 and 71:
Section D: IFRS Financial Informati
Page 72 and 73:
Statement of changes in equity Shar
Page 74 and 75:
Notes to the financial information
Page 76 and 77:
Borrowings Borrowings are recognise
Page 78 and 79:
10 Trade and other payables As at A
Page 80 and 81:
12 Share capital and share premium
Page 82 and 83:
PART IV UNAUDITED PRO FORMA STATEME
Page 84 and 85:
PART V ADDITIONAL INFORMATION 1. RE
Page 86 and 87:
4.2 Set out below are details of th
Page 88 and 89:
of the Company after Admission. Sub
Page 90 and 91:
Interest shall be paid at the HSBC
Page 92 and 93:
holds shares in registered form mus
Page 94 and 95:
majority of votes. In the case of a
Page 96 and 97:
5.24 Dividends and other distributi
Page 98 and 99:
The dilution limits are an all plan
Page 100 and 101:
It is intended to grant Options on
Page 102 and 103:
(b) (c) (d) no modification shall a
Page 104 and 105:
Director Current Previous Mahmud Ka
Page 106 and 107:
7.14.2 has been bankrupt or entered
Page 108 and 109:
8.21 There are no arrangements unde
Page 110 and 111:
(rounded up, if necessary, to the n
Page 112 and 113:
13. PLACING AGREEMENT In connection
Page 114 and 115:
Wasabi Frog paid £160,776 in respe
Page 116 and 117:
15.6.3 Lease of 4th floor of 20 Dal
Page 118 and 119:
18.9 Save as disclosed in Part I of
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