THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMENDED) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR") AND THE FINANCIAL SERVICES (JERSEY) LAW 1998.

FOR IMMEDIATE RELEASE

17 February 2026

boohoo group plc

("Debenhams Group", the "Group" or the "Company")

Response to Speculation and Planned Fundraise

Debenhams Group (AIM: DEBS), a leading online platform, today announces in response to speculation that it has been preparing for an equity fundraise of approximately £35 million (the "Planned Fundraise"). The Planned Fundraise will create additional liquidity and, in the Board's view, will deliver the optimal capital structure for the Group, with an expected reduction in the Group's net debt to Adjusted EBITDA ratio of less than 2x within FY27.

Alongside preparing for the Planned Fundraise, the Board is in advanced discussions with its lending syndicate to provide the Group with greater financial flexibility to deliver its turnaround and associated growth plan. These discussions are focused on creating additional liquidity and  delivering improved covenant amendments. The revised terms are conditional on completion of the Planned Fundraise.

Dan Finley, Mahmud Kamani and Iain McDonald each a Director of the Company intend to participate in the Planned Fundraise at an issue price of 20 pence per ordinary share of £0.01 each in the Company ("Ordinary Shares"). The Company expects to speak to its institutional shareholders over the next few days, after which the Planned Fundraise will be launched.

The Board remains confident of delivering £50 million Adjusted EBITDA¹ in the current financial year to 28 February 2026 ("FY26") in line with its previously upgraded guidance in the Company's Trading Update announcement dated 28 January 2026. The Board also remains confident of double-digit Adjusted EBITDA growth in the financial year ending 28 February 2027 ("FY27"). The fourth quarter has continued to see material improvements in the Group's GMV trend, alongside the continued removal of significant cost from the business as it is simplified.

The turnaround plan is going apace. The Group's cost out strategy has delivered a fixed cost exit rate of £130 million, reduced from £175 million for FY26, with the Group remaining on track to meet its target of £100 million. The Board is pleased to provide the further financial guidance below, resulting from the progress of its move to an increasingly asset-lite model driven by the Debenhams brand.

All brands are now trading profitably on an Adjusted EBITDA basis. Following the turnaround in performance of PLT, which is no longer being classified as an asset held for sale, the Group is continuing to explore, on the right terms, several opportunities for deleveraging and working capital management including:

·      Strategic IP licensing

·      Supply chain partnerships

·      Other capital financing options

·      Non-core asset disposals at best possible value

As part of these financing options, the Board believes that the Planned Fundraise will, if implemented, deliver the optimal capital structure and also the most economic financing. Alongside the expected continued improvement in trading as the Group continues to deliver on its turnaround plan, the Board has multiple strategies to de-leverage the Group further.

The advanced discussions with the Group's lending syndicate, alongside the Planned Fundraise, will create additional liquidity and will deliver improved covenant amendments. This will provide the Group with greater financial flexibility as it works to deliver its turnaround and associated growth plan.

The Planned Fundraise will further help to accelerate the Group's transition to an asset-lite model, which remains at the core of the turnaround plan, and enable it to capitalise on the increased momentum in the turnaround plan that recent trading has generated and allow the Group to maximise value from its other deleveraging options.

The Planned Fundraise will, if implemented, reduce the Group's net debt to Adjusted EBITDA ratio to c.2x within FY27. The Board also believes it will have a line of sight on reducing that further, targeting a net debt to Adjusted EBITDA ratio of less than 1x by the end of FY27.

In FY26 cash lease costs are expected to total £17 million which includes the costs of leased property that is now vacant. The Board now anticipates that lease costs in FY27 will reduce to c.£13 million. In addition, when the Group's vacant US property lease is exited, lease costs are estimated to fall further to c.£6 million. These remaining lease costs will predominantly relate to the Group's Manchester head office, the fully automated warehouse in Sheffield and a small London footprint. The expected reductions in lease costs will have a positive impact on cash flow. Lease costs are principally shown under depreciation from an accounting perspective.

Similarly, the Group's capex costs are expected to fall to c.£8 million in FY27 from c.£16 million in FY26, further enhancing cash generation. Depreciation in FY27 is expected to fall from c. £51 million in the current year to c. £40 million and then to c. £37 million when Burnley is sold creating a longer-term imbalance between reported Group profit and its underlying cashflow. Due to the imbalance between capex and depreciation, the Board will increasingly focus on free cash flow as a financial metric as to the performance of the business which the Board expects to materially improve in the following year.

The Board also expects interest costs to fall in FY27 from c.£20 million in FY26 as the business deleverages.

FY27 working capital is expected to be marginally cash flow positive compared with FY26 and the Board is anticipating further reductions in overall stock levels as a percentage of revenue. Exceptional items are also anticipated to be significantly lower in FY26 and FY27.

As a result of this simplification of the Group's business, the Planned Fundraise, the continued focus on improving and growing the asset-lite marketplace model, and the resulting impact of significantly improving the Group's cash generation, the Directors remain confident in the outlook for FY26 and FY27.

This announcement does not constitute an offer of securities in any jurisdiction. The Planned Fundraise, if implemented, will be the subject of a further announcement, including the full terms and conditions of the Planned Fundraise. A further announcement will be made as and when appropriate.

1. Adjusted EBITDA is calculated as earnings before tax, interest, depreciation, amortisation, share-based payment charges and exceptional items.

About Debenhams Group

Debenhams Group is an online platform, for fashion, home, and beauty, serving millions of customers across five shopping destinations: Debenhams, Karen Millen, boohoo, MAN and PLT. Debenhams Group dates back to 1778 when William Clark, a retail pioneer of the time, opened the UK's first department store. Today, the Group is home to Debenhams, Britain's online department store and leading fashion-led marketplaces, boohoo, PLT, MAN, and Karen Millen.

IMPORTANT NOTICES

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) and the Financial Services (Jersey) Law 1998 ("FSJL"). Upon the publication of this Announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, each of the Company, Zeus and Panmure Liberum expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

This Announcement is not an offer of securities for sale in or into the United States. Any new ordinary shares issued pursuant to the Planned Fundraise (the "New Ordinary Shares")  will not be registered under the US Securities Act 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act 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 New Ordinary Shares in the United States.

This Announcement does not contain an offer or constitute any part of an offer to the public. This Announcement is not a "prospectus" within the meaning of Regulation 21(1) of the Public Offers and Admissions to Trading Regulations 2024 ("POATR") and a copy of it has not been, and will not be, delivered to any authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). This Announcement is not a "prospectus" within the meaning of the Companies (Jersey) Law 1991.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Zeus, Panmure Liberum or their respective advisers (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000 (as amended) or other regulatory regime established thereunder) or by any of its or their affiliates or agents as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of Zeus, Panmure Liberum and/or any of their respective affiliates and/or by any of their respective representatives in connection with the Company or the Planned Fundraise and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed by each of the Company, Zeus and Panmure Liberum. No representation or warranty, express or implied, is made by Zeus, Panmure Liberum and/or any of their respective affiliates and/or any of their respective representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefore is expressly disclaimed by each of the Company, Zeus and Panmure Liberum.

The distribution of this Announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company, Zeus or Panmure Liberum or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.

The contents of this Announcement are not to be construed as financial, legal, business or tax advice. If you do not understand the contents of this Announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Further information in respect of the Company can be found on the Company's website accessible at https://www.debenhamsgroup.com/ (including copies of its latest annual report and audited accounts).

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

The directors of the Company have taken all reasonable care to ensure that the facts stated in this Announcement are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the Announcement, whether of facts or of opinion. All the directors accept responsibility accordingly. It should be remembered that the price of securities and the income from them can go down as well as up.