19 July 2019
Bonmarché Holdings plc
("Bonmarché" or the "Company" or the "Group")
Delay in Publication of Annual Financial Report and Suspension in Trading
On 2 April 2019, Spectre Holdings Limited ("Spectre") announced, pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (the "Code"), that it had unconditionally acquired 26,213,390 Bonmarché shares and as a result was required under Rule 9 of the Code to make a mandatory unconditional cash offer for the issued and to be issued share capital of Bonmarché not already held by Spectre and persons acting in concert with it (the "Offer").
On 15 July 2019, Spectre announced that it had, (a) by virtue of its shareholding and acceptances of the Offer, increased its aggregate shareholding to not less than 75 per cent. of the share capital of Bonmarché and (b) obtained acceptances of the Offer or acquired Bonmarché shares (excluding the 26,213,390 Bonmarché shares acquired by Spectre on 2 April 2019) from Bonmarché shareholders that represent a majority of the voting rights held by Bonmarché shareholders on 2 April 2019 (excluding the 26,213,390 Bonmarché shares acquired by Spectre on 2 April 2019).
Following a request by Spectre, Bonmarché has made an application for the cancellation of the listing of Bonmarché shares on the Official List of the FCA and for the cancellation of trading of Bonmarché shares on the Main Market of the London Stock Exchange. It is anticipated that such cancellations will take effect no earlier than 12 August 2019, being 20 business days from 15 July 2019, or, if the FCA so agrees, no earlier than 6 August 2019, being 20 business days from the date when Spectre obtained the relevant shareholding and acceptances referred to in (a) and (b) above.
On 26 June 2019, Bonmarché reported that its auditor, PwC, had suggested that it may include an emphasis of matter reference in its audit report for the Company's financial year ended 30 March 2019 due to uncertainty with regard to going concern and with regard to uncertainty surrounding Spectre's ultimate plans for the business. PwC has now indicated to the Company that it has insufficient time to reach a conclusion in relation to these and other matters and to complete its internal processes necessary to sign off the report and accounts by 31 July 2019, being the date by which the Company must make public its annual financial report under Rule 4.1.3 of the Disclosure Guidance and Transparency Rules.
Accordingly, Bonmarché announces that the publication of the Group's annual financial report for the period ended 30 March 2019 (the "Annual Report") will be delayed beyond 31 July 2019 and, as such, the Company will be requesting the suspension of trading in the Company's shares with effect from 7.00 a.m. on 1 August 2019.
Furthermore, it is anticipated that the cancellation of Bonmarché's listing will occur before the Annual Report is made public. Accordingly, the Company's shares are not expected to resume trading after the suspension takes effect.
For further information regarding Bonmarché, please call:
Bonmarché Holdings plc
Helen Connolly, Chief Executive
Stephen Alldridge, Finance Director
c/o FTI +44 (0)20 3727 1000
Investec Bank plc
+44 (0)20 7597 5970
FTI Consulting - Communications adviser
+44 (0)20 3727 1000
A copy of this announcement will be available at www.bonmarcheplc.co.uk. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Market Abuse Regulation
This announcement contains inside information for the purpose of Article 7 of the Market Abuse Regulation (EU) No 596/2014. The person who arranged for the release of this announcement on behalf of Bonmarché Holdings plc was Stephen Alldridge, Finance Director.