Completion of the CULS Arrangements and Related Party Transactions

16 March 2021

Mothercare plc (“Mothercare”, “the Company” or “the Group”)

Completion of the CULS Arrangements and Related Party Transactions

Following the admission of the Company's ordinary shares of 1 pence each ("Ordinary Shares") to trading on AIM on 12 March 2021, Mothercare announces the expected completion of the CULS Arrangements with the conversion of the outstanding shareholder loans into new Ordinary Shares.

The CULS Arrangements results in the extinguishing of £19m of shareholder loans in exchange for 189,644,132 Ordinary Shares in aggregate, as set out in the shareholder circular dated 25 January 2021 with the associated resolutions were approved by Mothercare shareholders on 10 February 2021.

An application has been made to The London Stock Exchange for 189,644,132 Ordinary Shares to be admitted to trading on AIM. Admission is expected to become effective at 8.00 a.m. on 17 March 2021.

Under AIM Rule 13 the conversions of the shareholder loans into new ordinary shares in relation to Richard Griffiths and Lombard Odier (and their respective affiliates) constitute Related Party Transactions under the AIM Rules. Richard Griffiths and his affiliates beneficially owned 77,624,573 shares (20.7%) and £11m of shareholder loans at conversion and following conversion will own 187,332,272 shares (33.2%) and 8,611,110 warrants over ordinary shares. Lombard Odier and their affiliates beneficially owned 42,152,292 shares (11.3%) and £5m shareholder loans at conversion and following conversion will own 92,317,460 shares (16.4%) and 4,166,665 warrants over ordinary shares.  The directors of Mothercare consider, having consulted with Numis their nominated adviser, that the terms of the transactions are fair and reasonable insofar as its shareholders are concerned.

As a result of the completion of the CULS arrangements, there will be 563,836,626 Ordinary Shares in issue.

Company information (as required by AIM Rule 26) can be found at www.mothercareplc.com.

Investor and analyst enquiries to:
Mothercare plc                                                                      Email: [email protected]
Andrew Cook, Chief Financial Officer                                                           
Kevin Rusling, Chief Operating Officer                                                         

Numis Securities Limited (Financial Advisor & NOMAD)               Tel: 020 7260 1000
Luke Bordewich
Henry Slater

Media enquiries to:
MHP Communications                                                          Email: [email protected]
Tim Rowntree                                                                         Tel: 020 3128 8789
Simon Hockridge