The appointment follows a series of decisive actions taken by the Board since it announced its business review (the “Business Review”), including the completion of the refinancing, the appointment of Dan Finley as group chief executive and the successful fundraising of approximately £39.3 million (~$49.9 million). The appointment also highlights the Board's commitment to shareholders to continue to maintain high standards of corporate governance.
Boohoo Group plc has appointed Tim Morris as independent chairman, reinforcing its commitment to corporate governance. This follows key steps in its Business Review, including refinancing and raising £39.3 million (~$49.9 million). Mahmud Kamani has become executive vice president, focusing on young fashion companies, while Alistair McGeorge remains a senior independent director, enhancing the independence of the board.
In his role as Chairman, Tim Morris will be responsible for, among other things, overseeing the group's recently announced commercial review, which will be led by Dan Finley and supported by the rest of the board. Tim's appointment and his experience in legal, governance, corporate and board advice will ensure that high standards of corporate governance continue to be maintained, including in relation to Business Review.
Mahmud Kamani will become executive vice president with immediate effect. The Board has decided to split the role between his executive capacity and his role as Chairman of the Board, to allow the Company to have an independent Chairman and to allow Mahmud to continue in his day-to-day executive role. Mahmud is an integral part of the leadership team and currently focuses on the Group's young fashion businesses. Alistair McGeorge will remain as Senior Independent Director, adding further independence to the Board.
In connection with Tim's appointment as Chairman, Mahmud Kamani has also reconfirmed his agreement to provide guarantees around his relationship with the company as a major shareholder, for the benefit of all shareholders. These guarantees include:
i) representations and undertakings that Mr. Kamani will not participate in the business decision-making of any boohoo competitor and will not share any commercially or competitively sensitive information with any other party;
ii) indemnification from Mr. Kamani in respect of any loss suffered by boohoo if these above representations and undertakings are breached;
iii) an undertaking by Mr Kamani that any transaction involving boohoo and a related party will be carried out on arm's length commercial terms without him playing any role in board discussions or decision making. related decisions;
iv) a statement that you do not intend to bid for the company (see Takeover Code note below)
v) a statement that you do not intend to purchase any of its assets;
vi) an undertaking that for 6 months from the date of this announcement, Mr. Kamani will not, without unanimous agreement of the Board:
- acquire boohoo shares, debt or other securities;
- seek to merge boohoo with a competitor;
vii) an undertaking that while Mr. Kamani is on the Board and until 12 months after the date on which he leaves the Board, Mr. Kamani will not, without unanimous agreement of the Board:
- take any action that may reasonably be expected to result in boohoo being unable to operate as an independent company;
- seek to disrupt boohoo's trading strategy;
- seek the appointment of any other candidate to the boohoo board of directors;
- Request any Boohoo general meeting.
Mahmud Kamani has also agreed to give up his current salary at Boohoo for the next 12 months.
Tim Morris, chairman of boohoo, said:
“I am delighted to have been appointed chairman of boohoo by the board. My appointment follows a series of decisive actions taken by the board since the launch of its business review, including the completion of refinancing, the appointment of Dan Finley as our new CEO and successful fundraising.
“I am excited to lead boohoo through the next phase of its development, alongside Dan and the wider board, with the aim of delivering maximum value and protecting the interests of all shareholders.”
Acquisition code
Mahmud Kamani's statement that he does not intend to bid for boohoo in point (iv) of the assurances he has provided is a statement to which Rule 2.8 of the Code applies.
Pursuant to Note 2 of Rule 2.8 of the Code, Mahmud Kamani and any person acting in concert with him, reserve the right to make or participate in an offer or possible boohoo offer and/or take any other action that would otherwise be would be restricted under Rule 2.8 of the Code within six months of the date of this announcement in the following circumstances:
a) with the agreement of the Board;
b) following the announcement of a firm intention to bid for boohoo by or on behalf of a third party;
c) following the announcement by boohoo of a proposed Rule 9 exemption (as described in Note 1 of the Notes on Dispensations to Rule 9 of the Code) other than a Rule 9 exemption granted to Mahmud Kamani , or a reverse acquisition (as defined in the Code); either
d) when the Mergers and Acquisitions Panel has determined that there has been a material change of circumstances.
Note: The content of this press release has not been edited by Fibre2Fashion staff.
Fiber2Fashion News Desk (RM)
