TED.L Regulatory News (TED)

13 January 2015

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL

Ted Baker Plc ("Ted Baker" or the "Company")

DIRECTOR'S DEALINGS AND COMPLETION OF SECONDARY PLACING

Ted Baker plc, the British lifestyle brand, announces that further to the announcement made earlier today, Ray Kelvin CBE, Founder and Chief Executive of the Company, has exercised nil-cost options due to him under the Company's 2009 Value Creation Plan in respect of 202,382 Ordinary Shares in the Company, representing 0.46 per cent. of the total number of voting rights in the Company. All such shares were pre-placed for sale with independent parties prior to exercise. The shares were placed at a price of 2,300 pence per Ordinary Share.

Interest in Ordinary Shares following transaction

Following completion of the transaction, the interests of Ray Kelvin in the Company are as follows:

Ray Kelvin also holds nil-cost options in respect of 62,527 Ordinary Shares under the Company's Long Term Incentive Plan 2013.

The Ordinary Shares referred to above are ordinary shares of 5 pence each in the Company.

Notification of the above transaction is made in accordance with Disclosure Rule 3.1.4R.

In accordance with Rule 5.6.1 of the Financial Conduct Authority's ("FCA") Disclosure and Transparency Rules, the Company notifies the market that following this transaction its issued share capital consisted of 43,926,288 ordinary shares of 5p each, each with one vote. The Company does not hold any shares in Treasury at the date of this disclosure.

Accordingly, the total number of voting rights in the Company is 43,926,288, which may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Contacts:

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE TED BAKER ORDINARY SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or invitation is unlawful.

The Ted Baker Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the US Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Ted Baker Ordinary Shares in the United States or elsewhere.

The Ted Baker Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Ted Baker or Liberum or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Ted Baker Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by Ted Baker or Liberum or any of their respective affiliates that would, or which is intended to, permit a public offer of the Ted Baker Ordinary Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Ted Baker Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Ted Baker and Liberum to inform themselves about and to observe any applicable restrictions.

Liberum, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting on the Placing and will not be responsible to anyone other than its clients for providing the protections offered to its clients, nor for providing advice in relation to the Placing, the contents of this announcement, or any transaction or arrangement referred to herein.