Company Announcements

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND POSSESSIONS, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF THE SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE CAPITAL RAISING. NEITHER THIS COMMUNICATION NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF THE NEW SHARES HAS BEEN MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE ON THE WEBSITE OF TED BAKER PLC AT WWW.TEDBAKERPLC.COM.

 18 June 2020

Ted Baker Plc

 ("Ted Baker" or the "Company")

Results of General Meeting

Ted Baker is pleased to announce the results of its General Meeting held on 18 June 2020. All of the proposed resolutions, as set out in the Notice of General Meeting contained within the combined prospectus and circular published by Ted Baker on 1 June 2020 (the "Prospectus"), were passed. The number of votes cast for and against each of the resolutions, and the number of votes withheld, are detailed below:

Notes:

1.     As at the date of the General Meeting, the total number of shares with voting rights in the Company was 44,586,562.

2.     A "vote withheld" is not a vote in law and cannot be counted in the calculation of the percentage of votes for and against a resolution.

3.     Each of resolutions 6, 7 and 8, which related to related party transactions involving Ray Kelvin, Toscafund Asset Management LLP and Threadneedle Asset Management Limited, was passed with the relevant related party either not voting on the resolution or without counting any votes attaching to the shares managed by the relevant related party.

Resolutions 1, 3, 5, 6, 7 and 8 were passed as ordinary resolutions and resolutions 2 and 4 were passed as special resolutions.

The passing of the Resolutions will enable the Company to proceed with the Capital Raising to raise, in aggregate, gross proceeds of approximately £105 million. The Capital Raising remains conditional on the satisfaction of certain conditions in the Sponsor and Underwriting Agreement and Admission of the New Shares to the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange occurring at or before 8.00 a.m. on 19 June 2020 (or such later date as the Company, Liberum Capital Limited ("Liberum") and Goldman Sachs International (Goldman Sachs International together with Liberum, the "Banks") may agree, being not later than 30 June 2020).

A copy of the Resolutions passed at the General Meeting will be submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2R and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.  

Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the Prospectus, copies of which are available on the Company's website at www.tedbakerplc.com.

This announcement contains inside information for the purpose of article 7 of EU Regulation 596/2014. The person who arranged the release of this announcement on behalf of Ted Baker was Peter Hearsey-Zoubie, Company Secretary.

For further information please contact:

Important Notice:

This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a prospectus but an advertisement and investors should not acquire any Shares except on the basis of the information contained in the Prospectus published by the Company in connection with the Capital Raising.

The information contained in this announcement is for background purposes only, does not purport to be full or complete and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for shares in any jurisdiction. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

This announcement is not an offer of securities for sale in the United States. The New Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the U.S. Securities Act of 1933, as amended and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Shares in the United States.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Goldman Sachs International is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority. Liberum is authorised and regulated by the FCA. Each of the Banks is acting exclusively for the Company and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Capital Raising or any transaction or arrangement referred to in this announcement.