Mothercare plc

Interim results announcement

Driving the Mothercare brand globally

Mothercare plc ("Mothercare" "the Company" or "the Group"), the leading specialist global brand for parents and young children, today announces unaudited half year results for the 26-week period to 24 September 2022 ("H1 FY23"). The comparative period was a 26-week period to 25 September 2021 ("H1 FY22").

Key Highlights

·    International retail sales by franchise partners of £162.1 million (2021: £184.3 million, excluding Russia £140.8 million), an increase of 15% over last year, excluding sales from Russia.

·    Adjusted EBITDA of £3.2 million (H1 FY22: £5.6 million) reflecting the loss of contribution from Russia for the whole of the current period, which was around £2.9 million for the equivalent period last year.

·    Group adjusted profit before taxation from operations of £2.9 million (H1 FY22: £5.2 million).

·    Total Group profit before taxation of £0.8 million (H1 FY22: £4.0 million).

·    Successfully completed the refinancing of the business, without further equity dilution.

·    New Chief Executive Officer appointed and joining in January.

·    Net debt reduced to £11.6 million (£13.3 million at 25 September 2021).

·    Pension scheme deficit materially reduced to £42 million at 30 September 2022 (£124.6 million deficit at 31 March 2020).

Our Group 

 Our Franchise partners 

Clive Whiley, Chairman of Mothercare plc, commented:

"Our results demonstrate the strong foundations and resilience we have created in the business over recent years. Furthermore, we have generated both profit and cash despite the impact of Covid-19 and the war in Ukraine.

Our immediate priority now remains to support our franchise partners as we together navigate out of this suppressed demand period, recover from supply chain disruptions and rebuild their store footfall whilst growing their digital sales. This inevitably means that a return to pre pandemic levels of trading is taking time, however this will ultimately benefit both our own business and our franchise partners' businesses in the longer term.  

Today I am delighted to announce the impending arrival of Dan Le Vesconte as our new Chief Executive Officer, with extensive experience in the retail direct-to-consumer, wholesale and licensing sector he will be a great asset to the executive team. Whilst we remain mindful of the current global economic uncertainty we are now wholly focused upon restoring critical mass and driving the Mothercare brand globally over the next five years."

Notes

1 - Worldwide retail sales are total International and UK retail franchise partner sales to end customers (which are estimated and unaudited).   

2 - Adjusted figures are stated before the impact of the adjusting items set out in note 4.

3 - Net debt is defined as total borrowings, cash at bank and IFRS 16 lease liabilities.

4 - This announcement contains certain forward-looking statements concerning the Group. Although the Board believes its expectations are based on reasonable assumptions, the matters to which such statements refer may be influenced by factors that could cause actual outcomes and results to be materially different. The forward-looking statements speak only as at the date of this document and the Group does not undertake any obligation to announce any revisions to such statements, except as required by law or by any appropriate regulatory authority.

5 - 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.

6 - The person responsible for the release of this announcement is Lynne Medini, Group Company Secretary at Mothercare plc, Westside 1, London Road, Hemel Hempstead, HP3 9TD.

7 - Mothercare plc's Legal Entity Identifier ("LEI") number is 213800ZL6RPV9Z9GFO74.

Chairman's statement

Overview

The transformation of the business in recent years to focus upon our core international franchise and brand management competencies as an asset light global franchising business, has proved invaluable. We were once again forced to contend with unavoidable adverse events this half, in particular with the termination of our operations in Russia. It is therefore testimony to the resilience of the business that, notwithstanding the ongoing challenges from the pandemic and the current global economic uncertainty on our franchise partners, we still succeeded in generating free cash flow from operations and an adjusted EBITDA of £3.2 million for the six months to 24 September 2022. We continue to make the necessary adjustments to our supply chain, operations and administrative costs demanded to address the consequent diseconomies of reduced scale. At the half-year end we successfully refinanced the business, without further equity dilution, which further enhances our financial flexibility.

Trading Update

Although at the half-year end our franchise partners' global stores were all open following the pandemic, retail sales of £162 million for the period were heavily impacted by the pausing of operations we announced on 9 March 2022 and the subsequent termination of the right to operate Mothercare branded stores in Russia on 27 June 2022. Excluding the impact of the lost Russian retail sales, worldwide retail sales grew at 15% in the 26 weeks to 24 September 2022. Online retail sales for the period reduced to 8% of total retail sales (H1 FY22: 9.5%) in part reflecting the loss of the higher Russian online activity but still well ahead of the pre pandemic level of 4.9%.

Against this back-drop our franchisees in Asian markets performed particularly well, with India and Malaysia ahead of pre pandemic levels of sales, recovering strongly from Covid-19 impacted periods. The UK franchise with Boots increased sales performance by 10% year on year over the same period. However, performance in our Middle Eastern region, specifically the Kingdom of Saudi Arabia and the United Arab Emirates remained much more challenging. Saudi Arabia has undergone significant changes over the last few years including sales tax, Saudisation of the workforce and the introduction of many new leisure activities which didn't previously exist all competing for consumers' money. This continues to change the shape of our retail offering in the country although we remain confident of the longer term market opportunity.

Overall we have seen strong contributions from our innovation pipeline and core new-born and baby essentials categories where we have made improvements to design, quality and fit. We are currently evolving these same improvements into further ranges across our product age spectrum. In addition, we have recently launched our new toy range MPlay, now worth 5% of our order book, which is designed to develop early stage hand and eye co-ordination and mobility skills and is the first of several developments in our Home and Travel product category.

Given the pressures on families around the world as a result of inflation and as a direct response to the input cost challenges we face, we continue to evolve our product to ensure we can offer value for money. To this end we have increased our offer on packs and outfit sets both providing better value.

Growth Opportunities

As we strive to be the leading global brand for parents and young children the Mothercare brand is in an almost unparalleled position. It is a highly trusted British heritage brand, which is globally recognised and connects with new-born babies and children across multiple product categories. The Board is conscious that, at present, the Company's singular route to market is via our franchisees and thus we have barely scratched the surface in exploring the multiple possibilities available to us to grow the future global presence of the brand:

·    We are driving initiatives to maintain momentum in improving profitability. Underwritten by the establishment of a cost base that is appropriate for our business with the necessary skills and experience to deliver further growth as we return to more normal pre-pandemic levels of business.

·    Mothercare is still not represented in eight of the top ten markets in the world, when ranked by wealth and birth rate. We are exploring options to enter new territories through several channels or a combination thereof via e-commerce (either DTC or marketplaces) or with partners that would hold the online rights for a territory and provide the website and full supply chain capability in these markets. We have opportunities to wholesale the Mothercare product into third party retailers, both large retailers or independents and we can licence the brand either by specific product in a country (e.g. baby bottles and teats) or the whole offer if it is more economical to manufacture our Mothercare designs locally.

We will fully leverage this intrinsic value through connections with other businesses and the development of the product range and licensing beyond our historic limits. There is a window of opportunity for us, via step-change growth, to bring synergies and enhanced profitability into our business, as the core strengths of the Group across supply, franchisee partnerships and international reach continue to demonstrate momentum.

Update on Initiatives

Supply chain model

Our efforts to develop our supply chain to reduce cost, complexity and deliver goods to our franchise partners in the quickest way led to a marked improvement in on-time availability, with over 85% of our product being delivered direct from our country of manufacturing to our retail partners' markets.

Enterprise Resource Planning ('ERP') System

Our new ERP system includes a leading product lifecycle management system integrated with a supply chain and finance system with portal-based access for both our franchise partners and manufacturing partners to both input and access information. This is due to go live early in the next financial year, with the full benefit of the cost savings in the financial year ending March 2024. We are confident that the final system will deliver at least the expected benefits and cost savings.

Brand Review

We have substantially completed our in-depth review of our brand positioning and customer perceptions across all of our major markets. We understand evolving customer needs in each territory even better as we seek both to elevate our product and to reinforce categories where we have natural defensive strengths. This improved insight will inform the future brand and product strategy to be driven by the new Chief Executive Officer.

Cost Reductions

The continual review and challenge to costs held administrative expenses flat at prior year levels, inflationary pressures notwithstanding, whilst still ensuring we operate to the standards of a world class business.

Pension Schemes

The last full actuarial valuation of the schemes was at 31 March 2020 and showed a deficit of £124.6 million, resulting from total assets of £383.7 and total liabilities of £508.3 million. Based on a desktop review of this valuation provided to the pension scheme trustees, at 30 September 2022 the deficit had reduced by 67% to £42 million.

The revised recovery plan agreed with the Trustees in September includes total contributions (Deficit Repair Contributions plus costs) in the financial years to: March 2023 £1 million; March 2024 £4 million; March 2025 £7 million; March 2026 £8 million; March 2027 & beyond £9 million aggregating to fully fund a £78 million deficit by March 2033. 

However, the recent turmoil in financial markets following the mini budget alongside the complexity of Liability Driven Investment hedging strategies means that this calculation is far from straightforward. We look forward to improved clarity at the next full actuarial valuation, at March 2023. At which time, if the recent reduction in the deficit remains, the subsequent annual payments could be further reduced.  

Management & Board changes

Our successful transition to be an international brand owner and operator, has led to a need to reinforce the product, brand, E-commerce and distribution skills within the executive team. Accordingly I am delighted that we have appointed Daniel Le Vesconte as the Group's new Chief Executive Officer today. Dan brings a wealth of international brand experience in direct to consumer, franchise, wholesale and licensing, having held senior leadership roles for several globally recognised brands including Abercrombie and Fitch, Hollister and Gilly Hicks (A&F Corp), Dr Martens (Dr Martens PLC), the Wolverine Worldwide group of brands and Vans and Reef (VF Corp).   

Dan joins us in January and will work closely with our global stakeholders to spearhead the growth of the iconic Mothercare brand into the next generation, complementing our existing executive team to accelerate step-change growth.

Outlook

The strong platform for growth we have created would not have been possible without the ongoing commitment and support of all stakeholders, including our Mothercare colleagues, our franchise partners, our manufacturing partners, our pension scheme trustees and our shareholders.

Whilst trading conditions will likely remain challenging across our markets, including consumer sentiment and inflation, the far-reaching and ongoing improvements to our product offer, increased focus on value and the demographics of births and children around the world will provide a degree of insulation in these uncertain times. Our medium-term guidance for the steady state operation, in more normal circumstances, of our continuing franchise operations remains that they are capable of exceeding £10 million operating profit.

We have once again demonstrated our fortitude to deal with major challenges effectively and remain profitable and cash generative. The results from our recent focus on product design have encouraged us to concentrate our efforts upon accelerating our exposure to new products and markets, restoring critical mass and optimising the Mothercare brand globally over the next five years.

Clive Whiley

Chairman

Condensed consolidated income statement

For the 26 weeks ended 24 September 2022

(1)     Adjusted items included: restructuring costs included in finance costs, and property related income and other restructuring costs included in administrative expenses.  Adjusted items are one-off or significant in nature and or /value. Excluding these items from the profit metrics provides readers with helpful additional information on the performance of the business across the periods because it is consistent with how business performance is reviewed by the Board and Operating Board.

* The comparative results for the period to 25 September 2021 have been restated to incorporate the impact of a misclassification. An amount of £2.3 million in operating expenses has been reclassified to cost of sales, the change has resulted in a decrease in gross profit of £2.3 to £13.5 million compared to the amount previously reported of £15.8 million.  

Condensed consolidated statement of comprehensive income

For the 26 weeks ended 24 September 2022

Condensed consolidated balance sheet

As at 24 September 2022

Condensed consolidated statement of changes in equity

For the 26 weeks ended 24 September 2022 (unaudited)

For the 26 weeks ended 25 September 2021 (unaudited)

For the 52 weeks ended 26 March 2022 (audited)

Condensed consolidated cash flow statement

For the 26 weeks ended 24 September 2022

Notes to the condensed consolidated financial statements

1       General information

The review of the Group's business activities, together with factors likely to affect its future development, performance and position are set out in the Financial Highlights and Chairman's Statement.

The results for the 26 weeks ended 24 September 2022 are unaudited.

These unaudited condensed consolidated interim financial statements for the current period and prior financial periods do not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for the 2022 financial year has been filed with the Registrar of Companies. The 2022 financial statements are available on the Group's website (www.mothercareplc.com).  The auditor has reported on these: their report was unqualified.

2       Accounting Policies and Standards

Basis of preparation

These unaudited condensed consolidated interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the UK Financial Conduct Authority, and with IAS 34 'Interim Financial Reporting'. Unless otherwise stated, the accounting policies applied, and the judgements, estimates and assumptions made in applying these policies, are consistent with those described in the Annual Report and Financial Statements 2022. The financial period represents the 26 weeks ended 24 September 2022. The comparative periods are the 26 weeks ended 25 September 2021 and the 52 weeks ended 26 March 2022.

Going concern

When considering the going concern assumption, the Directors of the Group have reviewed a number of factors, including the Group's trading results and its continued access to sufficient borrowing facilities against the Group's latest forecasts and projections, comprising:

•        A Base Case forecast which excludes any income from Russia; and

•        A Sensitised forecast, which applies sensitivities against the Base Case for reasonably possible adverse variations in performance, reflecting the ongoing volatility in our key markets.

In making the assessment on going concern the Directors have assumed that it is able to mitigate the material uncertainty in relation to levels of recovery in retail sales post COVID-19 coupled with the heightened global economic uncertainty. The impact of these issues on the future prospects of the Company is not fully quantifiable at the reporting date, as the complexity and scale of these issues at a global level is outside of what any business could accurately reflect in a financial forecast.

However, we have attempted to capture the impact on both our supply chain and key franchise partners based on what is currently known. We have modelled a substantial reduction in global retail sales as a result of subdued, consumer confidence or disposable income, throughout the remainder of FY23 with recovery in FY24.

The Sensitised scenario assumes the following additional key assumption:

•        A delayed recovery that assumes that retail sales remain subdued throughout the majority of the forecast period as a result of consumer confidence returning more slowly post COVID-19, coupled with the potential impact on customers disposable income due to the current heightened global economic uncertainty.

Notes to the condensed consolidated financial statements

2       Accounting Policies and Standards (continued)

Going concern (continued)

The Board's confidence in the Group's Base Case forecast, which indicates the Group will operate within the terms of its revised borrowing facilities which now includes more appropriate covenants following the cessation of the Russian operation and the Group's proven cash management capability, supports our preparation of the financial statements on a going concern basis.

However, if trading conditions were to deteriorate beyond the level of risks applied in the Sensitised forecast, or the Group was unable to mitigate the material uncertainties assumed in the Base Case Forecast and the Group was not able to execute further cost or cash management programmes, the Group would at certain points of the working capital cycle have insufficient cash. If this scenario were to crystallise the Group would need to renegotiate with its lender in order to secure waivers to potential covenant breaches and consequential cash remedies or secure additional funding. Therefore, we have concluded that, in this situation, there is a material uncertainty that casts significant doubt that the Group will be able to operate as a going concern without such waivers or new financing facilities.

Adoption of new IFRSs

The same accounting policies, presentation and methods of computation are followed in this half yearly report as applied in the Group's last audited financial statements for the 52 weeks ended 26 March 2022.

Standard issued but not yet effective

There are no standards issued but not yet effective that have been identified as expected to have a material impact on the disclosures or the amounts reported in these financial statements.

Foreign currency adjustments

Foreign currency monetary assets and liabilities are revalued to the closing balance sheet rate under IAS21 "The Effects of Changes in Foreign Exchange Rates".

Taxation

The taxation charge for the 26 week period is calculated by applying the best estimate of the average annual effective tax rate expected for the full year to the profit/loss for the period after adjusting for any significant one-off items, and a tax credit is recognised only to the extent that the resulting tax asset is more than likely not to reverse.

Notes to the condensed consolidated financial statements

2      Accounting Policies and Standards (continued)

Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in full in the period in which they occur. They are recognised outside of the income statement and presented in other comprehensive income.

Past service cost is recognised immediately to the extent that the benefits are already vested.

The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation less the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds.

The Group has an unconditional right to a refund of surplus under the rules.

In consultation with the independent actuaries to the schemes, the valuation of the pension obligation has been updated to reflect: current market discount rates; current market values of investments and actual investment returns; and also for any other events that would significantly affect the pension liabilities. The impact of these changes in assumptions and events has been estimated in arriving at the valuation of the pension obligation.

Alternative performance measures (APMs)

In the reporting of financial information, the Directors have adopted various APMs of historical or future financial performance, position or cash flows other than those defined or specified under International Financial Reporting Standards (IFRS).

These measures are not defined by IFRS and therefore may not be directly comparable with other companies' APMs, including those in the Group's industry.

APMs should be considered in addition to, and are not intended to be a substitute for, or superior to, IFRS measures.

Purpose

The Directors believe that these APMs assist in providing additional useful information on the performance and position of the Group because they are consistent with how business performance is reported to the Board and Operating Board.

APMs are also used to enhance the comparability of information between reporting periods and geographical units (such as like-for-like sales), by adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid the user in understanding the Group's performance.

Consequently, APMs are used by the Directors and management for performance analysis, planning, reporting and incentive setting purposes and have remained consistent with prior year.

Notes to the condensed consolidated financial statements

2          Accounting Policies and Standards (continued)

The key APMs that the Group has focused on during the period are as follows:

Group worldwide retail sales

Group worldwide sales are total International and UK retail sales from our franchise partners. Total Group revenue is a statutory number and is made up of total receipts from our franchise partners, which includes royalty payments and the cost of goods dispatched to franchise partners.

Profit/(loss) before adjusted items

The Group's policy is to exclude items that are considered to be significant in both nature and/or quantum and where treatment as an adjusted item provides stakeholders with additional useful

information to assess the year-on-year trading performance of the Group.

3       Segmental information

IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reported to the Group's executive decision makers (comprising the executive directors and operating board) in order to allocate resources to the segments and assess their performance. Under IFRS 8, the Group has not identified that its continuing operations represent more than one operating segment.

The results of franchise partners are not reported separately, nor are resources allocated on a franchise partner by franchise partner basis, and therefore have not been identified to constitute separate operating segments.

Notes to the condensed consolidated financial statements

4          Adjusted items

Due to their significance or one-off nature, certain items have been classified as adjusted items as follows:

Restructuring costs included in finance costs - £0.9 million (H1 FY22: £ nil)

The current year costs relate to legal and professional fees incurred in renegotiating the loan in the current year of £0.5 million and a £0.4 million loss arising from the modification of the existing loan.

Property related (income)/costs included in administrative expenses - £Nil (H1 FY22: £0.5 million income)

In the comparative period, there was a £0.5 million release of provisions in relation to onerous lease costs prior to the administration of Mothercare UK Limited. The release of provision represented amounts settled by the Group during the period.   

Other restructuring costs included in administrative expenses - £Nil (H1 FY22: £0.1 million costs)

In the comparative period £0.1 million of severance pay related costs were incurred as a result of Group restructuring of operations.

5       Net finance costs

Notes to the condensed consolidated financial statements

6       Taxation

No deferred tax asset has been recognised in the financial statements at the balance sheet date (H1 FY22: £nil million).

7       Earnings per share

The total dividend for the period is nil pence per share (H1 FY22: nil pence per share).

Notes to the condensed consolidated financial statements

8   Tangible fixed assets and Software assets

There were no additions to Right-of-use assets in the period.

Capital additions of £1.0 million were made during the period (H1 FY22: £0.3 million). These comprised tangible fixed assets of £0.0 million (H1 FY22: £nil million) and software assets of £1.0 million (H1 FY22: £0.3 million).

9   Borrowings

The Group had outstanding borrowings at 24 September 2022 of £19.3 million (26 March 2022: £19.1 million)‌‌.

The credit facility of £19.3 million (26 March 2022: £19.1 million) is secured on the shares of specified obligor subsidiaries and the assets of the group not already pledged. The Group also holds a financial asset of £0.2 million (26 March 2022: £0.2 million) reflecting the expected proceeds from the wind-down of the UK operations by the administrators of Mothercare UK Ltd and Mothercare Business Services Limited.  

10     Retirement benefit schemes

The Group has calculated the value of its pension liability under IAS 19 as at 24 September 2022. The FY22 year end assumptions have been rolled forward and updated for changes in market rates over the current interim period.

For the two schemes, based on the actuarial assumptions from the last full actuarial valuations carried out as of March 2020 and using the rolled forward assumptions referred to above, a net asset of £11.8 million (H1 FY22: £22.0 million liability) has been recognised. The swing to a surplus position was mainly due to the assumptions used to place a value on the scheme liabilities. The discount rate and long term inflation expectations increased over the period.

11     Financial instruments: fair value disclosures

The Group held the following financial instruments at fair value at 24 September 2022.

In prior year, the Group had warrants which provides the opportunity to purchase shares at an exercise price of 12 pence per share and a financial guarantee over a leasehold premises previously traded as Mothercare UK Ltd (in administration). The option to purchase at the exercise price was fair valued and treated as an embedded derivative. The fair value of embedded derivatives arising on the warrant was measured using the Black-Scholes model, based on quoted prices and fell under level 2 of IFRS 7's fair value hierarchy.

Notes to the condensed consolidated financial statements

11        Financial instruments: fair value disclosures (continued)

The Group's financial asset (Level 3 within the IFRS 7 hierarchy) represents a right, arising under the sales purchase agreement with the administrators of MUK, to receive the proceeds of the wind-up of the UK retail store estate and website operations as repayment for the Group's secured borrowings. It has been estimated by the administrators that the Group will receive £0.2 million (H1 FY22: £2.6 million). Many of the outflows which would impact the valuation of this financial asset are finalised, with the final repayment being dependent on the amounts to be received back by the merchant acquirer and final settlement of VAT.

The Directors consider that the carrying value amounts of financial assets and financial liabilities recorded at amortised cost in the financial statements are approximately equal to their fair values.

12        Share-based payments

A charge is recognised for share-based payments based on the fair value of the awards at the date of grant, the estimated number of shares that will vest and the vesting period of each award. The total net charge for share-based payments under IFRS 2 is £0.1 million (H1 FY22: £0.3 million).

13        Notes to the cash flow statement

Analysis of net debt

Notes to the condensed consolidated financial statements

14        Related party transactions

Transactions between the Group and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its joint ventures and associates are disclosed below.

Trading transactions:

There was no revenue earned from related parties in the current or prior period.

A provision of £1.8 million (H1 FY22: £1.8 million) exists for doubtful debts in respect of the amounts owed by the related party.

Additional Disclosures

Embedded enterprise risk management framework

We have implemented an embedded enterprise risk management (ERM) framework which applies to every part of our business operations. The primary focus of ERM is to manage the principal and emerging risks to the business and to support management in risk-based decision making. The Board monitors ERM by assessing the effectiveness of internal controls and effectiveness of risk management. Clear risk tolerance levels across strategic, operational and reputational risks are set by the Board enabling consistent and risk aware decision making.

Principal risks and uncertainties

Our Principal Risks are those that can materially impact our performance, opportunities or reputation. Our Executive, Audit and Risk Committee, and Operating Board, undertake an assessment of our Principal risks at least annually in relation to achieving our strategy and our future performance. Mothercare has a policy of continuously identifying and reviewing Principal Risks. Workshops are held with department leaders to identify, assess and evaluate Principal Risks, and with the Operating Board to discuss, evaluate, mitigate and own Principal and operational risks. The following risks have been agreed:

·      Liquidity

·      Dependence on a small number of partners

·      Covid-19

·      Challenging global economic and political conditions

·      ERP system

·      Regulatory and legal

·      Brand, reputation and relationships

·      Personnel and talent

Directors' Responsibility statement

The Directors are responsible for preparing the Interim Results for the 26-week period ended 24 September 2022 in accordance with applicable law, regulations and accounting standards. The Directors confirm that to the best of their knowledge the condensed consolidated interim financial statements have been prepared in accordance with IAS 34: 'Interim Financial Reporting', and that the interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:

·      an indication of the important events that have occurred during the first 26 weeks of the financial year and their impact on the condensed consolidated interim financial statements, and a description of the principal risks and uncertainties for the remaining 26 weeks of the financial year; and

·      material related party transactions in the first 26 weeks of the year and any material changes in the related party transactions described in the last annual report.

The Directors of Mothercare plc are listed on page 38 of the Mothercare plc Annual Report and Financial Statements 2022. A list of directors is maintained on the Mothercare plc website at: www.mothercareplc.com. With the exception of today's announcement, there have been no changes since the publication of the Annual Report.

By order of the Board

Clive Whiley                                                                      Andrew Cook

Chairman                                                                     Chief Financial Officer

24 November 2022

Shareholder information

Financial calendar

Registered office and head office

Westside 1, London Road, Hemel Hempstead, Hertfordshire HP3 9TD

www.mothercareplc.com

Registered number 1950509

Group Company Secretary

Lynne Medini

Registrars

Administrative enquiries concerning shareholders in Mothercare plc for such matters as the loss of a share certificate, dividend payments or a change of address should be directed, in the first instance, to the registrars:

Equiniti Limited

Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA

Telephone 0371 384 2013

Overseas +44 (0)121 415 7042

www.shareview.co.uk

Postal share dealing service

A postal share dealing service is available through the Company's registrars for the purchase and sale of Mothercare plc shares from the www.shareview.co.uk website or on the shareholder helpline Telephone 0371 384 2013, Overseas +44(0)121 415 7042.

Further details can be obtained from Equiniti on 0371 384 2013 (calls to this number are charged at the standard landline rate per minute plus network extras. Lines are open 8.30 am to 5.30pm, Monday to Friday).

The Company's stockbrokers are:

Numis Securities Limited

45 Gresham Street

London EC2V 7BF

Telephone 020 7260 1000

finnCap Limited

One Bartholomew Close

London EC1A 7BL

Telephone 020 7220 0500

ShareGift

Shareholders with a small number of shares, the value of which makes it uneconomic to sell them, may wish to consider donating them to charity through ShareGift, a registered charity administered by The Orr Mackintosh Foundation. The share transfer form needed to make a donation may be obtained from the Mothercare plc registrars, Equiniti Limited.

Further information about ShareGift is available from www.sharegift.org or by telephone on 020 7930 3737.