Schedule One - In The Style Group Plc | RNS | Ticker

Schedule One - In The Style Group Plc

RNS Announcement

RNS Number : 5591Q

AIM

01 March 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

In The Style Group plc ("In The Style", "ITS" or the "Group" or "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Unit 5 Olympic Court, Salford, England, M50 2QP

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://corporate.inthestyle.com/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

In The Style is a fast-growing pure-play e-commerce apparel brand targeting an audience of women predominantly aged between 16 and 35. Since its incorporation in 2013, the Group has delivered seven years of unbroken revenue growth and ITS is now one of the largest independent, pure-play online fashion brands in the UK market with £41.0m net sales in the last 12 months ended 31 December 2020.

ITS's differentiated business model is based on collaborations with a growing group on influencers that have high levels of engagement with their audiences on social media platforms. These influencers work with the ITS in-house team to design eponymous clothing ranges in their own styles which are sold via regular large launches or mini releases on ITS's proprietary app, website, and on a wholesale basis through select third-party digital and other retailers.

ITS was founded by the Group's CEO Adam Frisby in 2013 and is headquartered in Manchester, UK.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

There will be one class of ordinary share admitted to trading.

Number of ordinary shares for which Admission will be sought: TBC

Nominal value per ordinary share: TBC

Price per ordinary share: TBC

There will be no restrictions on the transferability of the securities.

No ordinary shares will be held in treasury on Admission.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Primary capital to be raised on Admission: £TBC million

Secondary offering: £TBC million

Market capitalisation on Admission: £TBC million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Adam Frisby - Chief Executive Officer

Paul Raymond Masters - Chief Financial Officer and Chief Operating Officer

James (Jim) Edward Sharp - Non-Executive Chairman

Matthew (Matt) Richard Scaife - Non-Executive Director (non-independent)

Nancy Cruickshank - Senior Independent Non-Executive Director

Adam Bellamy - Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Percentage of ordinary shares before Admission	Percentage of ordinary shares following Admission
Causeway Capital Partners LP	48.8%*	TBC
Adam Frisby	40.1%*	TBC
Paul Masters	6.6%*	TBC

*In addition to their ordinary shares Causeway Capital also hold Preference Shares which will be converted into ordinary shares as part of a capital reorganisation being undertaken by the Company before Admission. The conversion of the Preference Shares into ordinary shares will increase Causeway Capital's holding of ordinary shares before Admission and will consequently increase their percentage holding of ordinary shares before Admission by a small amount. Consequently the percentage holding of ordinary shares of every other existing shareholder before Admission will decrease by a small amount. Causeway Capital's final holding of ordinary shares before Admission is not expected to exceed 51% and an update will be provided in due course.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

TLT LLP

Deloitte LLP

Accordance Limited (now part of Sovos Compliance LLC)

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i) 31 March

ii) 31 December 2020 (unaudited interim financial information)

iii) 30 September 2021 (audited financial information for the year ended 31 March 2021)

31 December 2021 (unaudited interim financial information for six month period ended 30 September 2021)

30 September 2022 (audited financial information for the year ended 31 March 2022)

EXPECTED ADMISSION DATE:

17 March 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Liberum Capital Ltd

Ropemaker Place

25 Ropemaker Street

London

WC2Y 9LY

NAME AND ADDRESS OF BROKER:

Liberum Capital Ltd

Ropemaker Place

25 Ropemaker Street

London

WC2Y 9LY

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at:

https://corporate.inthestyle.com/

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

1 March 2021

NEW/ UPDATE:

New

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END

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RNS metadata

Title: Schedule One - In The Style Group Plc
Time: 08:00:01
Date: 1 Mar 2021
Category: Capital structure
ID: 5591Q