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Ted Baker Plc Liberum

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Ted Baker Plc Liberum THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and any accompanying documents or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 (FSMA), or, if not, from another appropriately authorised independent financial adviser. This document comprises (i) a circular prepared in accordance with the Listing Rules of the Financial Conduct Authority (FCA) made under section 73A of the FSMA and (ii) a prospectus relating to Ted Baker Plc (the Company, and together with its subsidiaries and subsidiary undertakings, the Group) prepared in accordance with the Prospectus Regulation Rules of the FCA made under section 73A of FSMA. This document has been approved by the FCA (as competent authority under Regulation (EU) 2017/1129) in accordance with section 85 of the FSMA. The Prospectus has been drawn up as part of a simplified prospectus in accordance with Article 14 of Regulation (EU) 2017/1129. The FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129, and such approval should not be considered as an endorsement of the issuer that is, or the quality of the shares that are, the subject of this document. Investors should make their own assessment as to the suitability of investing in the New Shares. This document has been filed with the FCA in accordance with the Prospectus Regulation Rules and will be made available to the public in accordance with Prospectus Regulation Rule 3.2 by the same being made available, free of charge, at www.tedbakerplc.com/investor-relations. If you sell or have sold or otherwise transferred all of your Existing Shares before 8.00 a.m. on 1 June 2020 (being the date from which the Company’s shares were marked ex-entitlement to the Open Offer by the London Stock Exchange), please send this document, together with any Application Form, if received, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer is/was effected for delivery to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction, including, but not limited to, the United States and any other Excluded Territory. If you sell or have sold or otherwise transferred only part of your holding of Existing Shares, please retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. The distribution of this document and any accompanying documents in or into certain jurisdictions other than the United Kingdom may be restricted by law. Therefore, persons into whose possession this document and any accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document and any accompanying documents have been prepared to comply with requirements of English law, the Listing Rules, the Prospectus Regulation Rules and the Rules of the London Stock Exchange and information disclosed may not be the same as that which would have been disclosed if this document and any accompanying documents had been prepared in accordance with the laws of jurisdictions outside England. In particular, this document and any accompanying documents should not be distributed, forwarded or transmitted in or into the United States or any other Excluded Territory. Ted Baker Plc (incorporated in England and Wales under the Companies Act 1985 with registered number 03393836) Disposal of Big Lobster Limited and Placing and Open Offer of 25,478,035 New Shares, Firm Placing of 101,188,632 New Shares and Offer for Subscription of up to 13,333,333 New Shares, all at 75 pence per New Share and Admission and Notice of General Meeting Joint Bookrunner, Joint Underwriter and Joint Joint Bookrunner, Joint Underwriter and Joint Global Co-ordinator Global Co-ordinator Goldman Sachs International Liberum Sponsor Liberum A “Notice of General Meeting” of the Company, to be held at 11.00 a.m. on 18 June 2020 at the Company’s registered office at The Ugly Brown Building, 6a St Pancras Way, London NW1 0TB, is set out at the end of this document. Whether or not you intend to be present at the General Meeting, you are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Registrar, Link Asset Services (Link), at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by not later than 11.00 a.m. on 16 June 2020 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). Alternatively, you may appoint a proxy online by registering for a Share Portal account via the website of Link Asset Services, at www.signalshares.com. To register for the Share Portal you will need your Investor Code (IVC), which can be found on your share certificate or on any other recent shareholder communication. If you hold your Existing Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Registrar (CREST participant ID RA10), so that it is received by no later than 11.00 a.m. on 16 June 2020. The return of a Form of Proxy (or the electronic appointment of a proxy) will not preclude a shareholder from attending and voting at the meeting. The Existing Shares are listed on the premium listing segment of the Official List of the FCA (the Official List) and traded on the main market for listed securities of London Stock Exchange plc (the London Stock Exchange). Application will be made to the FCA, acting in its capacity as UK Listing Authority, and to the London Stock Exchange for the New Shares to be admitted to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange, respectively (together, Admission). It is expected that Admission will become effective and that dealings in the New Shares will commence on the London Stock Exchange as soon as practicable after 8.00 a.m. on 19 June 2020. You should read the whole of this document and any documents incorporated by reference prior to making an investment decision. Your attention is drawn to the letter of recommendation which is set out in “Part I—Letter from the Acting Non-Executive Chair of Ted Baker Plc” of this document. Your attention is also drawn to the section headed “Risk Factors” at the beginning of this document which sets out certain risks and other factors that should be considered by Shareholders when deciding on what action to take in relation to the Disposal and Capital Raising, and by others when deciding whether or not to purchase the New Shares. You should not rely solely on the information contained in the Summary. The latest time and date for acceptance and payment in full for the Open Offer Shares under the Open Offer is 11.00 a.m. on 17 June 2020. The procedures for acceptance and payment are set out in “Part IV—Terms and Conditions of the Placing and Open Offer” and, where relevant, in the Application Form. Qualifying Non- CREST shareholders will be sent an Application Form. Qualifying CREST Shareholders (who will not receive an Application Form) will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements and Excess Open Offer Entitlements, which is expected to be enabled for settlement on 19 June 2020. Applications under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim arising out of a sale or transfer of Shares prior to the date on which the Shares were marked ‘ex’ the entitlement by the London Stock Exchange. Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Open Offer. The Application Form is personal to Qualifying Shareholders and cannot be transferred, sold, or assigned except to satisfy bona fide market claims. Holdings of Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer. The latest time and date for acceptance and payment in full for the Offer for Subscription Shares under the Offer for Subscription is 11.00 a.m. on 17 June 2020. The procedures for application and payment are set out in “Part V—Terms and Conditions of the Offer for Subscription” and, where relevant, in the Offer for Subscription Application Form. No statement in this document or incorporated by reference into this document is intended as a profit forecast or profit estimate for any period and no statement in this document or incorporated by reference into this document should be interpreted to mean that the earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company.
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