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Mothercare Plc : Issue of Equity
[September 23, 2014]

Mothercare Plc : Issue of Equity


(dpa-AFX International Compact Via Acquire Media NewsEdge) NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE IN THIS ANNOUNCEMENT.



THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY MOTHERCARE PLC IN CONNECTION WITH THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICIATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF MOTHERCARE PLC.

23 September 2014 Mothercare plc Proposed £100 million Rights Issue and new strategic plan The Board of Mothercare plc today announces the launch of a rights issue to raise approximately £100 million in proceeds (£95 million net of expenses).


Mothercare plc is the largest UK specialist retailer in its sector, and has nearly 1,500 Mothercare and ELC stores spanning approximately 60 countries offering the Group's products.

Highlights * The Rights Issue is intended to enable the Group to deliver on its new strategic plan designed to turnaround the Group's UK business and to transform the Group into a digitally-led business, supported by a modern store estate, well-invested IT systems and an efficient operational infrastructure.

* Underpinned by this new strategic plan and the consequential improvements in the UK operations, the Directors believe that the Group will then be able to unlock the value of its already successful International business and underpin its future growth.

* The Rights Issue will also enable the Group to repay a significant amount of its outstanding debt and therefore provide it with a stronger capital base to implement the new strategic plan and deliver long term value for Mothercare's shareholders.

Alan Parker CBE, Chairman of Mothercare, said: "This fund-raising is a pivotal step for Mothercare. It will position us for the next phase of our strategy, which is focused on returning the UK to profitability, reinforcing the strong growth potential in our International operations, and as a result, generate sustainable long-term value for Mothercare shareholders".

Mark Newton-Jones, CEO of Mothercare, said: "We have set out our strategic plans for the turnaround of Mothercare and ELC in the UK. By modernising and transforming the UK into a digitally-led business supported by a modern store estate we will underpin the growth of the Group's successful International business. Our ambition is for Mothercare to become the leading global retailer for parents and young children. The support of our shareholders will allow us to deliver on this ambition. I am excited about the prospects for this company and the opportunity we have to provide great products, service and advice to our customers worldwide." Reasons for Rights Issue and Use of Proceeds * The Directors believe that the market fundamentals in the UK and internationally remain attractive and that the Group, with its established and well-recognised brands by UK consumers, nearly 1,500 stores in approximately 60 countries and as the largest UK specialist retailer in its sector, is well positioned to deliver on the new strategic plan.

* As a result of the existing leverage in the business and the under- investment in prior years, the Directors believe there is a requirement for a significant investment to reshape and modernise the Group's UK store portfolio, improve the Group's IT, e-commerce systems and infrastructure, and improve the capital structure, thereby enabling the Group to realise its potential.

* More specifically the Rights Issue will allow the Group to: * Accelerate the reshaping of the UK store portfolio through expansion of the existing store closure programme; to undertake a store refurbishment and relocation programme with the aim of generating increased sales through improved densities and to provide a modern store environment. It is expected that approximately £25 million of the net proceeds of the Rights Issue will be applied to store closures and approximately £20 million of the net proceeds of the Rights Issue to the store refurbishment programme.

* Invest in new systems and technology and to modernise the Group's existing IT infrastructure to improve the Group's digital offering and the linkage between UK stores, online and distribution. It is expected that approximately £10 million of the net proceeds of the Rights Issue will be invested in digital systems and infrastructure.

* Reduce the absolute level of debt and provide the opportunity to amend the Group's existing debt covenant package providing greater operational and financial flexibility. The Directors intend to apply £40 million of the net proceeds to the full repayment of the Group's existing term loan.

* The net proceeds of the Rights Issue will be supplemented by operating cash flow generated from the Group's business in order to achieve the required scale of investment to deliver the new strategic plan.

Details of Rights Issue * The Rights Issue is a fully underwritten 9 for 10 rights issue at a price of 125 pence per New Ordinary Share.

* The Issue Price represents: * a 34.2 per cent. discount to the theoretical ex-rights price of an Ordinary Share, when calculated by reference to the closing price of 248.25 pence per Ordinary Share on 22 September 2014 (being the last business day prior to the release of this announcement); and * a 49.6 per cent. discount to the closing price of 248.25 pence per Ordinary Share on 22 September 2014.

* Mothercare has arranged for the Rights Issue to be fully underwritten by Numis Securities, J.P. Morgan Cazenove and HSBC.

This summary should be read in conjunction with the full text of this announcement and its Appendices (which include a summary of the expected timetable of events).  Defined terms used herein have the meanings given to them in Appendix 2.

Enquiries: +44 (0) 1923 206455 Mark Newton-Jones, Chief Executive Matt Smith, Chief Financial Officer Ramona Tipnis, Director of Investor Relations Joint Sponsors, Joint Bookrunners and Joint Corporate Brokers Numis Securities Limited +44 (0) 20 7260 1000 Oliver Cardigan Andrew Hackney Christopher Wilkinson Rupert Krefting J.P. Morgan Securities plc +44 (0) 20 7742 4000 Luke Bordewich Laurene Danon Joint Bookrunner HSBC Bank plc +44 (0) 20 7991 8888 Nick Donald Richard Fagan IMPORTANT NOTICE The defined terms set out in Appendix 2 apply in this announcement.

This announcement has been issued by and is the sole responsibility of the Company. A copy of the Prospectus when published will be available from the registered office of the Company and on the Company's website at www.mothercareplc.com provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States or other Excluded Territories.

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 Prospectus will give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue. This announcement is not a Prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.

Each of Numis Securities, J.P. Morgan Cazenove and HSBC is acting for Mothercare plc and no one else in connection with the Rights Issue, and will not be responsible to anyone other than Mothercare plc for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Numis Securities, J.P. Morgan Cazenove and HSBC by FSMA or the regulatory regime established thereunder or otherwise under law, Numis Securities, J.P. Morgan Cazenove and HSBC do not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by Numis Securities, J.P. Morgan Cazenove or HSBC in relation to the contents of this announcement, including its accuracy, completeness or verification or regarding the legality of any investment in the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares by any person under the laws applicable to such person or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. To the fullest extent permissible Numis Securities, J.P. Morgan Cazenove and HSBC accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction. This announcement cannot be relied upon for any investment contract or decision. The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada, New Zealand or Japan and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of the securities laws or regulations of such jurisdiction. There will be no public offer of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States, Australia, Canada, New Zealand or Japan or any other Excluded Territory. The distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Provisional Allotment Letter comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, the information contained herein, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded or transmitted in or into the United States, Australia, Canada, New Zealand or Japan or any other Excluded Territory.

This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities of the Company in the United States, Australia, Canada, New Zealand or Japan or any other Excluded Territory. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the U.S.

Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other  jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except  pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been approved or disapproved by the SEC, any state securities  commission  in  the United  States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters or the accuracy or adequacy of the Prospectus. Any representation to the contrary is a criminal offence in the United States.

Accordingly, subject to certain exceptions, the Rights Issue is not being made in the United States and neither this announcement, the Prospectus nor the Provisional Allotment Letters constitute or will constitute an offer, or an invitation to apply for, or an offer or an invitation to subscribe for or acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States. Subject  to certain limited exceptions, Provisional Allotment Letters have not been, and will not be, sent to, and Nil Paid Rights have  not been, and will not be, credited to the CREST account of, any Qualifying Shareholder with a registered address in or that is located in the United States.

This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This announcement contains 'forward-looking statements' with respect to certain of the Group's plans and its current goals and expectations relating to its future financial condition, performance, results, strategic initiatives and objectives, including in relation to the Rights Issue. Generally, words such as "may", "could", "will," "expect," "intend," "estimate," "anticipate," "aim," "outlook," "pro forma," "believe," "plan," "seek," "continue" or similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances that are beyond the Group's control, including, among other things, the success of the new strategic plan described in the full text of the announcement; UK domestic and global economic business conditions; the frequency, severity and development of insured claim events; changes in financial strength and credit ratings; uncertainties affecting reserves; weather-related and other catastrophe events; fluctuations in interest rates and exchange rates; competition; tax audits, the ability to realize tax loss carry forwards and the ability to realize deferred tax assets (including by reason of the mix of earnings in a jurisdiction or deemed change of control); current, pending and future legislation and regulation, interpretations of legislation or regulations by regulators and discretionary action taken by regulators; legal actions or regulatory investigations, including those in respect of industry requirements or business conduct rules of general applicability; changes in accounting standards; and any further internal control failures. The Group's actual future financial condition, performance and results may differ materially from the plans, goals and expectations set forth in the forward-looking statements. Any forward-looking statements contained in this announcement apply only as at the date of this announcement and are not intended to give any assurance as to future results. The Company will update this announcement as required by applicable law, including the Prospectus Rules, the Listing Rules, the Disclosure and Transparency Rules, and any other applicable law or regulations, but otherwise expressly disclaims any obligation or undertaking to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE IN THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY MOTHERCARE PLC IN CONNECTION WITH THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICIATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF MOTHERCARE PLC.

23 September 2014 Mothercare plc Proposed 9 for 10 Rights Issue of 79,942,294 New Ordinary Shares at 125 pence per New Ordinary Share 1.       Introduction The Board of Mothercare plc today announces the launch of a rights issue to raise approximately £100 million in proceeds (£95 million net of expenses).

The Rights Issue is a fully underwritten 9 for 10 rights issue of 79,942,294 ordinary shares of 50 pence each in the capital of the Company at a price of 125 pence per New Ordinary Share.

The Issue Price represents a 34.2 per cent. discount to the theoretical ex- rights price of an Ordinary Share, when calculated by reference to the closing price of 248.25 pence per Ordinary Share on 22 September 2014 (being the last business day prior to the release of this announcement) and a 49.6 per cent.

discount to the closing price of 248.25 pence per Ordinary Share on 22 September 2014.

The Rights Issue is intended to provide the Group with a stronger capital base that the Directors believe will enable the Group to implement its new strategic plan and repay a significant amount of its outstanding debt, both of which the Board considers important to the future success of the Group. The new strategic plan is designed to deliver the turnaround of the Group's UK business and to transform the Group into a digitally-led business, supported by a modern store estate, well-invested IT systems and an efficient operational infrastructure.

Underpinned by the implementation of the new strategic plan and the consequential improvements in the UK operations, the Directors believe that the Group will then be able to unlock the value of its already successful International business.

The Rights Issue is conditional on, among other things, the passing by Shareholders of the Resolutions at a General Meeting of the Company being convened at 10.30 a.m. on 9 October 2014.

The Directors consider the Rights Issue and the Passing of the Resolutions to be in the best interests of the Company and the Shareholders as a whole.

2.       Background to and reasons for the Rights Issue 2.1      Background For a number of years the Group benefited from strong performance both in the UK and internationally, but more recently the financial performance of the Group has been mixed, primarily due to a material underperformance in the UK.

The Group's International business has benefited from continued like-for-like sales growth and the successful roll-out of new stores by its Franchise Partners, resulting in the continued growth in Network Sales of the Group's International business. The International business has grown trading space and profits significantly in recent years, and the Directors believe that it provides a solid earnings and cash generation foundation from which to build future profitable growth and further cash generation. This is evidenced by the fact that Franchise Partners have opened an average of 134 stores per annum over the last three financial years, increasing retail space from approximately 1.8 million square feet in March 2011 to approximately 2.7 million square feet as at 29 March 2014.

In contrast, over the same period, the Group's UK business has experienced a notable decline in trading performance, suffering significant operating losses.

As a result, the Group's financial performance has been impacted, with underlying profit before taxation falling from £37.2 million in FY 2009/10 to £9.5 million in FY 2013/14 and profit before taxation falling from £32.5 million in FY 2009/10 to a loss before tax of £26.3 million in FY 2013/14.

In recent years, the Group has pursued a strategy of reducing costs and closing loss-making stores in the UK, as part of a wider plan to return the UK business to a level of acceptable financial performance. The Directors believe that this strategy has gone some way to resolving some of the Group's underlying structural issues in the UK, with the closure of 153 loss-making stores in the UK over the last three financial years. However, the benefits of these measures have been offset by the continued decline in UK trading performance, with a reduction in like-for-like sales and a deterioration in the gross margin. These declines reflect the increasingly competitive markets within the Group's product categories and the promotional stance adopted by the UK business in response to these competitive pressures. Furthermore, with the strategic focus on cash management, cost reductions and the closure of loss-making retail space, there has been a significant lack of investment in modernising the UK store portfolio and the Group's digital platform, IT systems and other infrastructure. The Group has not been able to keep pace with the changing needs and shopping habits of the modern customer. The Directors believe the Group now requires significant investment to improve the Group's capital structure and to realise its potential and deliver long term value for Shareholders.

2.2      Development of the Group's Strategy Immediately following the appointment of Mark Newton-Jones as the Group's interim Chief Executive in March 2014 (a role to which he was permanently appointed on 17 July 2014), Mark Newton-Jones and the Board conducted a strategic review of the entire business and established a new strategic plan (outlined in paragraph 2.3 of this announcement) to turn around the trading performance of the Group's UK business and to enhance the strong trading performance within the International business and accelerate its growth, both of which will ultimately improve returns for Shareholders. The key aim of the new strategic plan is to improve the profitability of the UK business by focusing on UK sales and margin improvements which will strengthen the Group's business and brand in the UK, therefore supporting and facilitating further growth of the International business.

Implementation of this strategic plan has already commenced. However, as a result of the underinvestment in prior years and the requirement for a step- change in modernisation, the new strategic plan requires significant investment over the medium term, principally in respect of reshaping the Group's UK store footprint and investing in IT systems and infrastructure. These funds will be derived mainly from the net proceeds of the Rights Issue, but will also require generation of operating cash from the business over the duration of the new strategic plan.

The Directors recognise and are clear about the challenges the Group faces but believe that the market fundamentals in the UK and internationally remain attractive and that the Group is well positioned to deliver on the new strategic plan.

2.3      Strategic focus The Group's vision is to be the number one global retailer for parents and young children. The Group intends to become a digitally-led business supported by a modern store estate, well-invested IT systems and efficient operational infrastructure.

There are six key elements which underpin the new strategic plan: (i)       digitally-led and enhanced multi-channel retailing through development of an improved online offering; (ii)      reshaped UK store footprint through closure, refurbishment and relocation; (iii)      continued expansion of the Group's International franchise model, which has a track record of strong cash generation and profitability; (iv)      improved products, presentation and service; (v)      restoring the margins generated on the sales of products to customers ("margin recapture"); and (vi)      maintaining a lean organisation through tight management of resources and controlling the Group's cost base.

Digitally-led and enhanced multi-channel retailing through development of an improved online offering The Group has made progress with its strategy to become digitally-led but the Directors recognise that there is further scope to improve the online performance, both in the UK and internationally.

The Directors acknowledge the market trend of customers towards researching and purchasing products online and are aware that the Group's target customer base is becoming increasingly digitally-aware and enabled. The Directors expect that over the medium term the vast majority of the Group's customers will use its online channel, even if they ultimately transact through one of the stores.

Currently in the UK, approximately 30 per cent. of all of the Group's sales are online and the Directors believe this can grow to approximately 50 per cent.

over the medium term, but to do so the Group will need to continue to invest in its digital offering, infrastructure and IT systems.

The Group had the highest volume of website traffic in the UK in July 2014 in the baby and toddler sector as compared with Kiddicare, Mamas and Papas, John Lewis and Amazon. However, the Group has not yet fully capitalised on these high website traffic levels. As a result, the Group's online conversion rate of traffic into sales is lower than best practice benchmarks.

The Group intends to make further investment in its digital offering, improving the customer experience on the website, expanding its mobile, video and social media capability, integrating more effectively the digital and in-store customer experience through click-and-collect, improving CRM and building a strong customer database for marketing. Through FY 2014/15, the Group intends to expand and restructure its online team and, in FY 2015/16 and beyond, the Group aims: * to improve the product delivery proposition, including enabling customers to better track their product orders and provide greater convenience and choice as to delivery and collection points; * to drive online customer retention and personalisation; and * to simplify customers' online journey and enhance the customer experience by way of improved photo and video presentation and customer review, thereby improving customers' overall online experience.

The Directors believe that the above will generate increased website traffic and improve conversion into sales.

Internationally, the multi-channel offerings of Franchise Partners is still at a relatively early stage and this reflects the markets in which they operate.

Currently, the Group has nine international transactional websites hosted by its Franchise Partners. The Directors believe that, over the medium term, the Group will facilitate the extension of an online offering across most of its franchise markets and, potentially, more widely to territories which are currently without Franchise Partners.

Reshaped UK store footprint through closure, relocation and refurbishment As part of the strategic review, the Group undertook a full review of the UK store estate and has identified a blueprint for the business which it intends to use to manage the store portfolio and drive sales densities. As at 29 March 2014, the Group had 220 UK stores, having closed 153 loss-making stores over the preceding three financial years, including 35 loss-making stores in FY 2013/14.

Having a UK store presence remains an important part of the Group's business.

The priority over the past three years has been the closure of loss-making stores, particularly where leases of these stores have expired. However, the new strategic plan will include the proactive management of the store portfolio through a combination of closure, relocation and refurbishment in order to best meet the demands of customers.

The Directors identified approximately 50-75 loss-making stores in the Group's store portfolio as at 29 March 2014 that they intend to close by FY 2016/17. The Group intends to close the majority of these stores, including most of the standalone ELC stores, in FY 2014/15 of which, 14 have closed as at the Reference Date. However, the ELC brand and product range will remain an integral part of the Group's product offering and ELC toys will continue to be offered to UK customers through approximately 120 store-in-store formats in Mothercare stores, through the ELC website and the wholesale business. By the end of FY 2014/15, the Group aims to have approximately 1.6 million square feet of trading space in the UK (down from approximately 1.7 million square feet as at 29 March 2014), with any further closures being offset by the opening of approximately 15-20 new stores or stores re-sited to larger, better located premises, enabling the Group to focus on investment, improvement and growth of the UK business.

These steps are targeted to leave the Group with a core estate in the UK of approximately 110 profitable out-of-town stores and approximately 50 profitable in-town locations.

The cost of closing the 50-75 loss-making stores identified is expected to be met through the proceeds of the Rights Issue and cash generated by the Group over the relevant period. Once completed it is expected that annual operating losses in the region of about £5 million will be removed from the UK business.

The Group has refurbished a small number of UK stores over the past 18 months and will be implementing a refurbishment programme that is designed to modernise the entire UK store estate over the medium term, taking into account the planned closures and relocations, and supporting the future strategy of the business.

This programme will address the Group's historic under-investment in the store portfolio as a result of which approximately 80 per cent. of the Group's UK store portfolio has not been refurbished over the last 7-8 years.

The refurbishment programme is intended to ensure that the store estate is consistent in its presentation, modern and fit for the future. The programme is expected to include: * fitting modern fixtures with a view to enabling increased product density and better and more consistent product presentation across stores; * introducing digital screens and video walls, iPads, customer Wi-Fi and click and collect enhancements into all stores; and * bringing all stores up to a good level of finish in terms of general decoration, branding, lighting, signage and facilities, including toilets, feeding and changing rooms.

The Group envisages the completion of the refurbishment programme over the next three years. The programme is being undertaken with the expectation that average returns will be in line with the Group's internal investment hurdle rates.

Expansion of the Group's International franchise model, which has a track record of high cash generation and profitability The Group expects to continue to grow its successful International business in partnership with its Franchise Partners. The Group has 42 Franchise Partners and maintains a long-standing and stable relationship with its franchise base.

The Group already operates in approximately 60 countries and has a significant presence in many of the key emerging markets globally, including China, India, Indonesia and Russia. The Directors believe that the Group has the opportunity to continue to grow in its existing international markets where the brands are established and the supply infrastructure exists. The Directors believe that there is relatively less risk associated with expansion in existing territories compared to expansion in new territories. However, the Directors also believe that there is opportunity to develop relationships with Franchise Partners in new territories, such as those in Latin America and Africa, using its franchise model.

The Group expects its Franchise Partners to open approximately a further 150 stores per year over the medium term, taking the International footprint to around 1,650 stores across the Group's four main regions of Europe, the Middle East and Africa, Asia and Latin America by FY 2016/17. This will be supported by the growth of online channels by Franchise Partners.

In line with its intention to become a digitally-led business with a modern store estate, the Group aims to facilitate the extension of online sales across most of its franchise markets, improving on the nine International transactional websites currently in operation.

The Directors believe that the acceleration of the turnaround of the Group's UK operations and the implementation of the new strategic plan initiatives, particularly the enhancements in respect of the Group's store refurbishment programme, improved product offering and enhanced online offer, will strengthen the Group's brands and provide a roadmap for Franchise Partners to improve the Group's already successful International business and thereby unlock the value of this business.

Improved products, presentation and service The Group aims to improve the quality and newness of its product range both in- store and online and present it more effectively to its customers. The Group is seeking to shorten product lead times and restructure its "Good, Better, Best" product architecture, demonstrating good value products across all price points and supplementing these with exclusive third-party products and new brands.

The Group wants to enhance the customer experience in-store through its newly refurbished stores with improved presentation and merchandising standards, and online by way of improved photo and video presentation and improved delivery services to enable customers to receive products at their convenience at home, at work, in store or at local collection points. The Group also intends to invest in training of management and store teams to improve the quality and consistency of customer service. The Group proposes to work with its Franchise Partners to deliver these enhancements in its international markets.

During FY 2014/15 the Group expects to launch new or improved customer propositions targeting in particular an improved credit finance proposition in partnership with third party credit providers, personal shopping and online booking of specialist services and activities in store.

Margin recapture Over the past few years, the Group's gross margin in the UK has dropped notably as a result of a heavy reliance on promotional activity to drive sales, triggered in part by a highly competitive environment in the UK. The Group is moving towards repositioning the business as a full price retailer and reducing the level of discounting and markdown activity to improve the overall cash margin delivery and allow for investment in product quality.

The Group intends to achieve this by: * ensuring that the cost prices and supplier terms are beneficial to the Group and by building on its established supplier relationships and leveraging its market position as the largest UK specialist retailer for parents and young children; * making further improvements in stock management and reduced inventory such that lower levels of markdown are necessary; * introducing more unique and exclusive products, particularly in the Home & Travel product category to differentiate its product offering; and * driving upselling online and in store.

The Directors believe that the Group's strong market position in the UK and the scale of its business internationally should enable it to work in partnership with suppliers to deliver on this strategy.  As a result, the Directors believe that some of the gross margin rate that has been lost can be recaptured over the medium term.

Maintaining a lean organisation through working capital efficiency and active management of resources and the Group's cost base The Group has pursued a strategy over the last three financial years to reduce its non-store operating costs and in May 2012 announced a target to reduce approximately £20 million of such costs in the following three years. The Group has made substantial progress towards achieving this target, primarily through restructuring and Group reorganisation efforts intended to enforce tight management of central costs at the Group's head office and overseas sourcing offices, including a reduction in staff and improved sourcing efficiencies.

The Directors recognise that maintaining a lean cost organisation, as has been achieved, is an essential part of delivering the new strategic plan, notwithstanding that achieving growth through investment is a key objective under the plan. The Group expects to continue improvements in working capital efficiency, primarily through efficient management of inventory levels and supplier relationships, and active management of the Group's resources, investment and cost base.

3.       Use of Proceeds The Directors believe that the market fundamentals in the UK and internationally remain attractive.  However, as a result of the existing leverage in the business and the under-investment in prior years, the Directors believe there is a requirement for a significant investment to improve the capital structure and enable the Group to realise its potential. The following table presents the intended approximate allocation of the net proceeds of the Rights Issue.

Net Proceeds Investment (approximately) (i)            Repayment of Term Facility £40 million   £40 million (ii)           Acceleration of the reshaping of the UK store portfolio £25 million - UK store closures £25 million £20 million - UK store refurbishment £20 million (iii)          Investment and modernisation of the Group's IT   £10 million systems and infrastructure ------------ Total   £95 million ------------ As set out in paragraph 2.3 and in this paragraph 3 of this announcement, the net proceeds of the Rights Issue will be supplemented by operating cash flow generated from the Group's business in order to achieve the required scale of investment to deliver the new strategic plan. The Group therefore requires the Rights Issue to proceed in order to implement the new strategic plan over the medium term.

(i)       Reduce absolute level of debt and provides the opportunity to amend the Group's existing debt covenant package providing greater operational and financial flexibility The Directors recognise that reducing financial indebtedness will increase the strength of the Group's capital structure and provide greater operational and financial flexibility to invest in and deliver the new strategic plan. The Directors therefore intend to apply £40 million of the net proceeds in full repayment of the Term Facility. In the medium term, the Directors believe that the continued cash flow generation of the Company will enable greater operational and financial flexibility.

Further, the Directors have created additional financial covenant headroom within the Company's Revolving Facility by successfully negotiating amendments to the Company's financial covenants and certain other terms of the Facilities Agreement under the Amended Facility.  The Amended Facility is conditional on the Rights Issue.

(ii)      Opportunity to accelerate the reshaping of the UK store portfolio The Rights Issue is intended to provide the Group with the necessary financial means to accelerate and expand the existing store closure programme, for example by funding early termination payments. While this will result in further exceptional cash costs to the business in the short term, the Directors believe it will improve the profitability of the Group in the medium term by reducing the rents and overheads payable on loss-making stores. The budget for store closures under the new strategic plan includes approximately £25 million from the proceeds of the Rights Issue.

It is also expected that the Rights Issue will support the Directors' strategy to undertake the store refurbishment programme outlined above, with the aim of generating increased sales through improved sales densities and to provide a modern, digitally-led store estate in the UK. The new strategic plan budgets for investment of approximately £20 million from the net proceeds of the Rights Issue.

(iii)      Investment in infrastructure In order to deliver the new strategic plan, the Directors recognise the need to invest in new systems and technology and to modernise the Group's existing IT infrastructure. The Rights Issue will enable the Group to undertake the necessary capital expenditure in IT hardware and systems to improve the Group's digital offering and the linkage between UK stores, online and distribution.

This investment will facilitate the further expansion of the Group's successful international franchise operations both online and through stores. It is expected that approximately £10 million of the proceeds of the Rights Issue will be invested in digital systems and infrastructure.

4.       Current trading and prospects Year-on-year changes in the Group's performance (20 weeks ended 17 August 2013 compared to 20 weeks ended 16 August 2014) Group performance for 20 weeks to 16 August 2014   20 weeks to: 16 August 2014 % change year-on-year UK Total UK reported sales 0.6 UK like-for-like sales growth((1)) 2.0 Direct in Home sales (0.3) UK trading space (change in sq.ft.) (3.9) International Network Sales of the Group's International business in 12.2 constant currencies((2) (3)) Network Sales of the Group's International business in (1.3) actual currencies((2)) International trading space (change in sq.ft.) 13.7 Group Network Sales((2)) (0.5) Total Group reported sales (0.4) _____________________________ (1)        Like-for-like sales growth is a non-IFRS measure. Please refer to the paragraph relating to key performance metrics in the section entitled "Important Information" of the Prospectus.

(2)         Network Sales represents Network Sales of the Group's International business and Network Sales of the Group's UK business. Network Sales and Network Sales of the Group's International business are non-IFRS measures. Please refer to the paragraph relating to key performance metrics in the section entitled "Important Information" of the Prospectus.

(3)         Please refer to the paragraph relating to key performance metrics in the section entitled "Important Information" of the Prospectus.

The UK business has continued to stabilise. Like-for-like sales grew by 2.0 per cent. for the 20 weeks ended 16 August 2014 compared with the equivalent period in FY 2013/14. This was primarily due to store performance stabilising. Within this, Direct in Home sales were down 0.3 per cent. year-on-year, as last year's promotional activity was not repeated. As at 16 August 2014, the Group's store portfolio included 208 stores in the UK, including 184 Mothercare stores and 24 ELC stores, reflecting the closure of 12 stores since 29 March 2014. Trading space in the UK declined 3.9 per cent. year-on-year, as a result of continued planned store closures. At this early stage of the year, the Directors are pleased with the progress that has been made on stabilising the UK gross margin.

The International business has continued to deliver a strong performance on a constant currency basis, although performance was impacted on an actual currency basis by currency devaluation, as described below. International space was up by 13.7 per cent. year-on-year with the opening of 58 net new stores since 29 March 2014, including 31 in Europe, 14 in Asia, 9 in the Middle East and Africa and 4 in Latin America. Network Sales of the Group's International business to retail customers improved by 12.2 per cent. on a constant currency basis (1.3 per cent.

down on an actual currency basis), compared with the equivalent period in FY 2013/14.

In the 20 weeks from 29 March 2014 to 16 August 2014 the Group's reported sales have shown year-on-year decline of 0.4 per cent. Network Sales have declined by 0.5 per cent. compared with the equivalent period in FY 2013/14. This was primarily due to the impact of continued and anticipated currency devaluation which the Directors expect will continue to impact the Group's sales in FY 2014/15. However, exposure to foreign exchange movements continues to be managed by hedging foreign exchange risk associated with certain royalties until the end of FY 2014/15 in the Group's larger international markets, where it has the biggest exposure.

5.       Dividends and dividend policy The Company has not paid a dividend since 3 February 2012. The Directors do not expect to pay dividends in the medium term during which the Group will invest in and restructure the business, particularly in respect of the reshaping of the UK store footprint and infrastructure investment described above. The Board understands the importance of optimising value for Shareholders and it is the Directors' intention to return to paying a dividend as soon as they believe it is financially prudent for the Group to do so.

6.       Summary of the principal terms of the Rights Issue Pursuant to the Rights Issue, it is proposed that 79,942,294 New Ordinary Shares be issued by way of rights to Qualifying Shareholders (other than, subject to certain exceptions, to Shareholders with a registered address, or who are located, in the United States or one of the other Excluded Territories) at 125 pence per New Ordinary Share, payable in full on acceptance by no later than 11.00 a.m. on 24 October 2014. The Rights Issue is expected to raise gross proceeds of approximately £100 million. The Issue Price represents: * a 34.2 per cent. discount to the theoretical ex-rights price of an Ordinary Share, when calculated by reference to the Closing Price of 248.25 pence per Ordinary Share on 22 September 2014 (being the last Business Day before the announcement of the Rights Issue); and * a 49.6 per cent. discount to the Closing Price of 248.25 pence per Ordinary Share on 22 September 2014.

The Rights Issue will be made on the basis of: 9 New Ordinary Shares at 125 pence per New Ordinary Share for every 10 Existing Ordinary Shares held by and registered in the name of each Qualifying Shareholder at the close of business on the Record Date, and in proportion to any other number of Existing Ordinary Shares each Qualifying Shareholder then holds.

Entitlements to New Ordinary Shares will be rounded down to the nearest whole number and fractional entitlements will not be allotted to Shareholders but will be aggregated and sold in the market for the benefit of the Company. Holdings of Existing Ordinary Shares in certificated and uncertificated form and holdings under different designations will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Qualifying Shareholders with fewer than 2 Existing Ordinary Shares are not entitled to any New Ordinary Shares.

Qualifying Shareholders who take up their pro rata entitlements to New Ordinary Shares in full will suffer no dilution of their shareholdings in the Company as a result of the Rights Issue. However, if a Qualifying Shareholder does not take up the offer of New Ordinary Shares in full, his/her proportionate shareholding will be diluted by up to approximately 47 per cent. The New Ordinary Shares will rank for all dividends declared, made or paid after the date of allotment and issue of the New Ordinary Shares and otherwise pari passu with the Existing Ordinary Shares.

The Rights Issue has been fully underwritten by J.P. Morgan Cazenove, Numis Securities and HSBC on, and subject to, the terms of the Underwriting Agreement.

 The principal terms of the Underwriting Agreement will be summarised in the Prospectus.

The Rights Issue will result in 79,942,294 New Ordinary Shares being issued (representing approximately 90 per cent. of the existing issued share capital and 47 per cent. of the enlarged issued share capital immediately following completion of the Rights Issue).

The Rights Issue is conditional, among other things, upon: * the Underwriting Agreement having become unconditional in all respects save for the condition relating to Admission and not having been terminated in accordance with its terms; * Admission becoming effective by not later than 8.00 a.m. on 10 October 2014 (or such later time and date as may be agreed pursuant to the Underwriting Agreement); and * the passing without amendment of the Resolutions.

Application will be made to the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List with a premium listing and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares (nil paid) on the London Stock Exchange will commence at or shortly after 8.00 a.m. on 10 October 2014.

Details of further terms and conditions of the Rights Issue, including the procedure for acceptance and payment and the procedure in respect of rights not taken up, will be set out in the Prospectus and, where relevant, the Provisional Allotment Letter.

7.       General Meeting and recommendation The General Meeting will be held on 9 October 2014 at 10.30 a.m. at Jurys Inn, 31-35 Clarendon Road, Watford, Hertfordshire, WD17 1JA for the purpose of considering and, if thought fit, passing the Resolutions.  The Prospectus containing the notice convening the General Meeting is expected to be published on the same day as this announcement.

8.       Action to be taken and further information The latest time and date for acceptance and payment in full in respect of the Rights Issue is expected to be 11.00 a.m. on 24 October 2014, unless otherwise announced by the Company. The procedure for acceptance and payment will be set out in the Prospectus and, in respect of Qualifying Non-CREST Shareholders other than, subject to certain exceptions, Shareholders with a registered address, or located, in the United States or one of the other Excluded Territories, in the Provisional Allotment Letter.

If you are in any doubt as to the action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the FSMA or, if you are outside the United Kingdom, from another appropriately authorised independent financial adviser.

The Resolutions must be passed by Shareholders at the General Meeting in order for the Rights Issue to proceed. The Directors believe that the Rights Issue is in the Shareholders' best interests, and it is very important that Shareholders vote in favour of the Resolutions so that it can proceed. Further details of the importance of the vote will be described in the Prospectus.

An expected timetable of principal events in connection with the Rights Issue is set out in Appendix 1 to this announcement. Further details of the Rights Issue will be set out in the Prospectus, which is expected to be published on Mothercare's website on or about the date of this announcement.

9.       Directors' intentions regarding the Rights Issue and additional purchase intentions The Directors are fully supportive of the Rights Issue and intend to take up their rights in full under the Rights Issue.

Certain Directors do not own Ordinary Shares at the date of this announcement and intend to purchase Ordinary Shares in the market (such purchases to be announced to the market by a Regulatory Information Service in the usual way), following which such Directors will be eligible, and intend, to take up their rights in full under the Rights Issue.

10.      Recommendation The Directors consider the Rights Issue and the passing of the Resolutions to be in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be put to the General Meeting as they intend to do, or procure, in respect of their own beneficial holdings at the time of the General Meeting.

Appendix 1 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Each of the times and dates in the table below is indicative only and may be subject to change. Please read the notes to this timetable set out below.

  2014 Latest time and date for receipt of 10.30 a.m. on 7 October General Meeting forms of proxy Record Date for entitlements under the close of business on 7 October Rights Issue General Meeting 10.30 a.m. on 9 October Despatch of Provisional Allotment Letters 9 October (to Qualifying Non-CREST Shareholders only) Admission of New Ordinary Shares, nil 8.00 a.m. on 10 October paid Dealings in New Ordinary Shares, nil 8.00 a.m. on 10 October paid, commence on the London Stock Exchange Existing Ordinary Shares marked 'ex- 8.00 a.m. on 10 October rights' by the London Stock Exchange Nil Paid Rights credited to stock as soon as practicable after 8.00 accounts in CREST (Qualifying CREST a.m. on 10 October Shareholders only) Nil Paid Rights and Fully Paid Rights as soon as practicable after 8.00 enabled in CREST a.m. on 10 October Recommended latest time and date for 4.30 p.m. on 20 October requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them to certificated form) Recommended latest time and date for 3.00 p.m. on 21 October depositing renounced Provisional Allotment Letters, nil paid or fully paid into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights or Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them to uncertificated form) Latest time and date for splitting 3.00 p.m. on 22 October Provisional Allotment Letters, nil paid or fully paid Latest time and date for acceptance, 11.00 a.m. on 24 October payment in full and registration of renounced Provisional Allotment Letters Results of Rights Issue to be announced by 8.00 a.m. on 27 October Dealings in New Ordinary Shares, fully 8.00 a.m. on 27 October paid, commence on the London Stock Exchange and New Ordinary Shares credited to CREST stock accounts (uncertificated holders only) Expected despatch of definitive share by no later than 7 November certificates for the New Ordinary Shares in certificated form Notes: (i)   Each of the times and dates set out in the above timetable and mentioned in this announcement, the Provisional Allotment Letter and in any other document issued in connection with the Rights Issue is subject to change by the Company (with the agreement of the Joint Bookrunners), in which event details of the new times and dates will be notified to the UK Listing Authority and, where appropriate, to Shareholders.

(ii)   Any reference to a time in this announcement is to London time, unless otherwise specified.

(iii)   The ability to participate in the Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses or located or resident in countries outside the UK, details of which are set out in the Prospectus.

Appendix 2 DEFINITIONS "Admission" admission of the New Ordinary Shares (nil paid or fully paid, as the case may be) to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange; "Amended Facility" the Revolving Facility, as amended under the Amendment and Restatement Agreement; "Amendment and Restatement Agreement" the amendment and restatement agreement entered into on 23 September 2014 pursuant to which certain amendments were made to the Facilities Agreement, conditional upon the Rights Issue; "Board" the board of directors of the Company from time to time; "Business Day" any day on which banks are generally open in London for the transaction of business other than a Saturday or Sunday or public holiday; "Directors" the directors of the Company at the date of this announcement and "Director" means any one of them; "Disclosure and Transparency Rules" the disclosure and transparency rules made by the UK Listing Authority under Part VI of FSMA (as set out in the FCA Handbook), as amended; "ELC" Early Learning Centre; "Excluded Shareholders" subject to certain exemptions, shareholders who have registered addresses in, who are incorporated in or otherwise resident or located in the United States or any of the other Excluded Territories; "Excluded Territories" the United States, Australia, Canada, Japan, New Zealand and any other jurisdiction where the extension or availability of the Rights Issue (and any other transaction contemplated thereby) would breach any applicable law (and "Excluded Territory" means any one of them); "Existing Ordinary Shares" the ordinary shares of 50 pence each in the capital of the Company at the Record Date; "ex-rights date" 10 October 2014; "Facilities Agreement" the agreement entered into between the Company (as borrower and guarantor), Barclays Bank plc and HSBC Bank plc dated 12 May 2003 relating to the Term Facility and Revolving Facility; "First Resolution" the resolution granting the Directors authority to allot the New Ordinary Shares to be proposed at the General Meeting; "Franchise Partner" the third parties with whom the Group has entered into franchise arrangements to sell its products in territories other than the UK (including, for the avoidance of doubt, the Group's joint venture companies); "FSMA" the Financial Services and Markets Act 2000, as amended; "Fully Paid Rights" rights to acquire New Ordinary Shares, fully paid; "FY 2009/10" the financial year of the Company ended 27 March 2010; "FY 2013/14" the financial year of the Company ended 29 March 2014; "FY 2014/15" the financial year of the Company ending 28 March 2015; FY 2015/16" the financial year of the Company ending 26 March 2016; FY 2016/17" the financial year of the Company ending 25 March 2017; "General Meeting" the general meeting of the Company to be convened pursuant to the notice set out in the Prospectus (including any adjournment thereof); "HSBC" HSBC Bank plc; "International" or "International the Group's international business business" comprising the operations of the Group's Franchise Partners and that of the Group's international wholesale partners; "Issue Price" the price at which the New Ordinary Shares are issued; "J.P. Morgan Cazenove" J.P. Morgan Securities plc, which operates its investment banking activities in the UK as J.P. Morgan Cazenove; "Listing Rules" the listing rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended from time to time; "London Stock Exchange" London Stock Exchange plc or its successor(s); "Mothercare Group" or "the Group" the Company together with its subsidiaries and subsidiary undertakings; "Network Sales" Network Sales of the Group's International business plus Network Sales of the Group's UK business; "Network Sales of the Group's the estimated sales (as the sales are International business" not actually recorded in the Group's reported results) based on the achieved sales (price sold multiplied by volume) by franchise operations outside the UK as reported by Franchise Partners to the Group, including for the purposes of royalty calculation, plus the Group's actual sales to wholesale customers outside the UK; "Network Sales of the Group's UK UK reported sales; business" "New Ordinary Shares" the Ordinary Shares to be issued by the Company pursuant to the Rights Issue; "Nil Paid Rights" rights to subscribe for Ordinary Shares, nil paid; "Numis Securities" Numis Securities Limited; "Ordinary Shares" ordinary shares of 50 pence each in the capital of the Company; "Prospectus" the prospectus relating to the Company for the purpose of the Rights Issue and the listing of the New Ordinary Shares on the London Stock Exchange (together with any supplements or amendments thereto) to be published on about the date of this announcement; "Prospectus Rules" the prospectus rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended; "Provisional Allotment Letter" a provisional allotment letter to be issued in connection with the Rights Issue; "Qualifying CREST Shareholder" Qualifying Shareholders holding Ordinary Shares in uncertificated form; "Qualifying Non-CREST Shareholders" Qualifying Shareholders holding Ordinary Shares in uncertificated form; "Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company on the Record Date; "Record Date" the close of business in London on 7 October 2014; "Reference Date" 22 September 2014, the last practicable date prior to publication of this announcement; "Regulatory Information Service" one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information from listed companies; "Resolutions" the First Resolution and Second Resolution to be proposed at the General Meeting; "Revolving Facility" the multicurrency revolving facility of £60 million; "Rights Issue" the offer by way of rights to Qualifying Shareholders to subscribe for New Ordinary Shares, on the terms and conditions set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders, the Provisional Allotment Letter; "Second Resolution" the resolution relating to the disapplication of pre-emption rights in respect of the allotment of the New Ordinary Shares to be proposed at the General Meeting; "Shareholder(s)" holder(s) of Ordinary Shares; "Term Facility" the term loan facility of £40,000,000; "UK Listing Authority" the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of FSMA; "Underwriting Agreement" the underwriting agreement dated 23 September 2014 between the Company and J.P. Morgan Cazenove, Numis Securities and HSBC described in Part IX (Additional Information) of the Prospectus; "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland; and "United States" or "US" the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

This announcement is distributed by GlobeNewswire on behalf of GlobeNewswire clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Mothercare Plc via GlobeNewswire [HUG#1857595] 501824906744R3 Copyright RTT News/dpa-AFX

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