Table Of ContentLR13.3.1(4)
THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR
IMMEDIATE ATTENTION.
If you are in any doubt as to what action you should take,you are recommended to seek your own financial advice from your
stockbroker,bank manager,solicitor,accountant,fund manager or other appropriate independent financial adviser,who is
authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or,if not,from another
appropriately authorised independent financial adviser.
LR13.3.1(6)
If you sell or otherwise transfer or have sold or otherwise transferred all of your Existing Ordinary Shares (other than ex-entitlement) in
Debenhamsplc (the “Company”) held in certificated form before the close of business on2 June2009, please forward this document (and,
if you are a Qualifying Non-CREST Shareholder, the Application Form which, subject to certain exceptions, you are being sent) at once to
the purchaser or transferee or the stockbroker, bank or other agent through whom the sale or transfer is/was effected for onward transmission
to the purchaser or transferee. Neither this document nor the Application Form (which, subject to certain exceptions, you are being sent if
you are a Qualifying Non-CREST Shareholder) should, however, be distributed, forwarded to or transmitted in, or into, any jurisdiction
where to do so might constitute a violation of local securities laws or regulations, including but not limited to the Restricted Jurisdictions.
Please refer to paragraph 6 of Part 3 (“Terms and Conditions of the Open Offer”) of this document if you propose to send this document
and/or the Application Form outside the United Kingdom. If you sell or otherwise transfer or have sold or otherwise transferred only part
of your holding of Existing Ordinary Shares (other than ex-entitlement), please immediately contact your stockbroker, bank or other agent
through whom the sale or transfer was effected. Instructions regarding split applications will be set out in the Application Form. If you
sell or transfer or have sold or otherwise transferred your Existing Ordinary Shares held in uncertificated form before the close of business
on2 June2009, a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number
of Open Offer Entitlements to the purchaser or transferee through CREST.
The distribution of this document and/or the Application Form and/or the allotment,issue and/or transfer of the New Ordinary
Shares into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession
this document and/or the Application Form come 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 or regulations of such jurisdictions.
In particular,subject to certain exceptions,this document,the Application Form and any other such documents should not be
distributed,forwarded to or transmitted in or into the United States ortheRestricted Jurisdictions.
This document comprises a prospectus relating to the Company, the offer of New Ordinary Shares under the Capital Raising and
admission of the New Ordinary Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s
main market for listed securities, and has been prepared in accordance with the Listing Rules made under section 73A of the FSMA and
the Prospectus Rules made under Part VI of the FSMA (the “Prospectus Rules”). This document will be made available to the public in
accordance with the Prospectus Rules.
The whole of this document,and any documents incorporated herein by reference,should be read. Shareholders and any other AI, 4
persons contemplating a purchase of Shares should review the risk factors set out on pages9to18of this document for a AIII, 2
discussion of certain factors that should be considered when deciding on what action to take in relation to the Open Offer.
Capitalised terms have the meanings ascribed to them, and certain technical terms are explained, in Part 10 (“Definitions”) of
this document.
Debenhams plc
(incorporated in England and Wales under the Companies Act 1985 with registered number 05448421)
Firm Placing of161,592,513New Ordinary Shares at80pence per New Ordinary Share and AI, 5.1.1
Placing and Open Offer of242,388,770New Ordinary Shares at80pence per New Ordinary Share AI, 5.1.2
AIII, 4.1
Citi Merrill Lynch International AIII, 4.4
Joint Global Co-ordinator, Joint Joint Global Co-ordinator, Joint AIII, 5.3.1
Bookrunner and Joint Sponsor Bookrunner and Joint Sponsor
AIII, 5.1.3
Lazard & Co.,Limited
Financial Adviser and Joint
Sponsor
BarclaysCapital Lloyds TSBCorporate Markets RBS Hoare Govett
Joint Lead Manager Joint Lead Manager Joint Lead Manager
The latest time for receipt of completed Application Forms and payment in full under the Open Offer and settlement of
relevant CREST instructions (as appropriate) is 11.00 a.m.(London time) on22 June2009. The procedure for acceptance and
payment is set out in Part 3 (“Terms and Conditions of the Open Offer”) of this document and,for Qualifying Non-CREST
Shareholders only,is also set out in the Application Form.
The Existing Ordinary Shares have been admitted to listing on the Official List of the UK Listing Authority and to trading on the AIII, 6.2
London Stock Exchange’s main market for listed securities. Application will be made to the UK Listing Authority for the New Ordinary
Shares to be issued in connection with the Capital Raising to be admitted to listing on the Official List of the UK Listing Authority and AIII, 6.1
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 to the Official List will become effective and that dealings in the New Ordinary
Shares will commence on the London Stock Exchange at 8.00 a.m.(London time) on26 June2009.
Each of the Banks is authorised and regulated by the Financial Services Authority in the United Kingdom and is acting for the AIII, 10.1
Company and no one else in connection with the Capital Raising and is not and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising or any matters
referred to in this document.
Qualifying Non-CREST Shareholders, other than (subject to certain exceptions) those with registered addresses in Australia, Canada,
Japan, South Africa or the United States, are being sent an Application Form. Qualifying CREST Shareholders (none of whom are
being sent an Application Form), other than (subject to certain exceptions) those with registered addresses in Australia, Canada, Japan,
South Africa or the United States, are expected to receive a credit to their appropriate stock accounts in CREST in respect of the Open
Offer Sharesto which they are entitled on8 June 2009. Qualifying CREST Shareholders who are CREST sponsored members should
refer to their CREST sponsors regarding the action to be taken in connection with this document and the Open Offer.
Neither this document nor the Application Form constitutes or forms part of any offer or invitation to sell or issue, or any solicitation of
any offer to purchase or subscribe for, New Ordinary Shares to be issued in connection with the Capital Raising, in any jurisdiction in which
such an offer or solicitation is unlawful. The New Ordinary Shares have not been and will not be registered under the Securities Act
or under any relevant securities laws of any state or other jurisdiction of the United States and,accordingly,may not be offered,
sold,taken up,exercised,resoldor delivered,directly or indirectly,within the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and in compliance with state securities laws. The New Ordinary
Shares have not been approved or disapproved by the SEC, any state securities commission in the United States or any US regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the
accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. Except as otherwise
provided for herein, neither this document nor any Application Form constitutes an offer of New Ordinary Shares to any Shareholder with
a registered address in, orlocated in the United States or who has a registered address oris resident in Australia, Canada, Japan, South
Africa or the United States. The Banks may arrange for theplacingof New Ordinary Shares(x)to persons reasonably believed to be
“qualified institutional buyers”, as defined in Rule 144A under the Securities Act (“QIBs”), in reliance on the exemption from the
registration requirements of the Securities Act provided by Rule 144A or another exemption fromthe registration requirements of the
Securities Actand (y) in accordance with Regulation S under the Securities Act. Subject to certain exceptions, Application Forms are not
being, and will not be, posted to any person with a registered address in Australia, Canada, Japan, South Africa or the United States. The
attention of Overseas Shareholders and other recipients of this document who are residents or citizens of any country other than the United
Kingdom or who have a contractual or other obligation to forward this document and/or the Application Form to a jurisdiction outside the
United Kingdom is drawn to paragraph 6 of Part 3 (“Terms and Conditions of the Open Offer”) of this document.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN
FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (“RSA 421-B”) WITH THE STATE
OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF
NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE
FOR A SECURITY OR A TRANSACTION MEANSTHAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF,OR RECOMMENDED OR GIVEN APPROVAL TO,ANY PERSON,SECURITY
OR TRANSACTION. IT IS UNLAWFUL TO MAKE,OR CAUSE TO BE MADE,TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT,ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
This document is dated5 June2009.
2
CONTENTS
Page
SUMMARY 4
RISK FACTORS 9
CAPITAL RAISING STATISTICS 19
EXPECTED TIMETABLE 20
IMPORTANT INFORMATION 22
DIRECTORS, COMPANY SECRETARY AND ADVISERS 28
PART 1 LETTER FROM THE CHAIRMAN OF DEBENHAMS PLC 30
PART 2 SOME QUESTIONS AND ANSWERS ABOUT THE PLACING AND OPEN OFFER 40
PART 3 TERMS AND CONDITIONS OF THE OPEN OFFER 48
PART 4 BUSINESS DESCRIPTION 71
PART 5 HISTORICAL FINANCIAL INFORMATION ON THE GROUP 82
PART 6 UNAUDITED PRO FORMA FINANCIAL INFORMATION ON THE GROUP 86
PART 7 OPERATING AND FINANCIAL REVIEW 90
PART 8 ADDITIONAL INFORMATION 123
PART 9 RELEVANT DOCUMENTATION AND DOCUMENTATION
INCORPORATED BY REFERENCE 172
PART 10 DEFINITIONS 174
3
SUMMARY
THE FOLLOWING SUMMARY INFORMATION SHOULD BE READ AS AN INTRODUCTION S87A(5)
FSMA
TO THE MORE DETAILED INFORMATION APPEARING ELSEWHERE IN THIS
PD Art 5(2)
DOCUMENT. ANY INVESTMENT DECISION RELATING TO THE CAPITAL RAISING
SHOULD BE BASED ON THE CONSIDERATION OF THE DOCUMENT AS A WHOLE, PR 2.1.2
INCLUDING THE INFORMATION RELATING TO DEBENHAMS INCORPORATED BY PR 2.1.7(1)
and (2)
REFERENCE,AND NOT SOLELY ON THIS SUMMARISED INFORMATION.
PR 2.2.10
Where a claim relating to the information contained in this document is brought before a court in a
PR2.1.7(3)
member state of the European Economic Area, the claimant may, under the national legislation of that and (4)
member state where the claim is brought, be required to bear the costs of translating this document
before legal proceedings are initiated. Civil liability attaches to those persons who are responsible for
this summary, including any translation of this summary, but only if this summary is misleading,
inaccurate or inconsistent when read together with other parts of this document.
The Capital Raising
TheCompanyis undertakinga share issue to raise approximately £306.4million net of expenses by the AIII, 3.4
AIII, 8.1
issue of 161.6 million New Ordinary Shares (40% of the Capital Raising) through a Firm Placing and
242.4 million New Ordinary Shares (60% of the Capital Raising) through a Placing and Open Offer,
each at80pence per New Ordinary Share. The Issue Price represents a13.3%discount to the Closing
Price of 92.3 pence per Ordinary Share on 3 June 2009 (being the last dealing day before the
announcement of an intended capital raising).
The Group
Debenhams is a leading multi-category retailer in the United Kingdom and Republic of Ireland with
strong offerings in its key product categories of womenswear, menswear, homewares, health and beauty,
accessories and childrenswear. Debenhams offers a unique and differentiated customer proposition
through its mix of exclusive own label brands (including “Designers at Debenhams”) and third party
brands. Debenhams is the second largest department store chain in the United Kingdom and has been a
consistent long term market share winner, increasing its department store market share from 12.0% in
1996 to17.8%in 2008 (source: Verdict UK Department Stores 2009).
Background to and reasons for the Transaction
The Directors are confident about the operational prospects for the long term growth of the Group.
However, they also recognise that the level of indebtedness in the Group has an ongoing negative impact
on sentiment towards Debenhams and its valuation. The continued tightening of global credit markets
has led the Directors to consider Debenhams’options in relation to an appropriate capital structure and
refinancing of certain of its debts. The Directors believe that the Group will benefit from the Transaction
in four ways. First, it will reduce net debt and enhance the Company’s ability to refinance its debt
facilities in the future. Secondly, it provides an opportunity to amend the covenants in the existing debt
facility which will result in greater headroom and operational and financial flexibility. Thirdly, the
Transaction will provide increased flexibility to opportunistically buy back debt in the market at below
par. Finally, it will improve the Company’s ability to pursue opportunistic acquisitions of other retail
assets that may become available if the current downturn persists.
Principal terms of the Capital Raising
The Capital Raising will consist of:
• a Firm Placing of 161.6 million New Ordinary Shares at the Issue Price, raising gross proceeds AIII, 4.1
AIII, 4.4
of approximately £129.3 million; and
AIII, 5.1.2
• a Placing and Open Offer, pursuant to which Qualifying Shareholders are being invited to apply
to acquire in aggregate242.4 millionOpen Offer Shares at the Issue Price, raising gross proceeds
of approximately £193.9 million.
4
The Firm Placing and the Placing and Open Offer are inter-conditional and conditional, among other AIII, 5.1.1
things, on Shareholder approval, which will be sought at a General Meeting convened for23 June 2009.
If any of the conditions are not fulfilledor, in respect of certain conditions, waivedthe Capital Raising
will not proceed.
The Managers, as agents for the Company, have made arrangements to place conditionally the Firm AIII,
5.2.3(a)
Placed Shares with the Firm Placees at the Issue Price. The Firm Placed Shares are not subject to
AIII,
clawback by Shareholders and therefore do not form part of the Open Offer.
5.2.3(b)
AIII, 5.4.1
The Managers, as agents for the Company, have also made arrangements to place conditionally, subject
to clawback by Shareholders, the Open Offer Shares with the Placees at the Issue Price. Under the AIII,
OpenOffer, all Qualifying Shareholders are being invited to apply for 2.745604 Open Offer Shares for 5.2.3(b)
AIII, 5.4.1
every10Existing Ordinary Shares held in their name as at the Record Date, at the Issue Price of80pence
per New Ordinary Share. The Record Date is close of business on 2 June 2009. The Issue Price
represents a discount of approximately13.3%to the Closing Price on3 June2009.
Qualifying Shareholders should be aware that the Open Offer is not a rights issue and Application Forms AIII, 9.1
AIII, 9.2
cannot be traded. A Qualifying Shareholder that takes up its Open Offer Entitlement in full will be
diluted by 12.6% as a result of the Firm Placing. A Qualifying Shareholder that does not take up any
Open Offer Shares under the Open Offer will suffer a more substantial dilution of 31.4% as a result of
the Open Offer and the Firm Placing. Qualifying Shareholders who do not apply to take up Open Offer
Shares will have no rights under the Open Offer.
The Firm Placingisfully underwritten by Citi UKand Merrill Lynchand the Placing and Open Offer AIII, 5.4.3
is fully underwritten by the Underwriters, each pursuant to the Placing Agreement, the principal
terms and conditions of which are summarised in paragraph15.1 of Part8 (“Additional Information”)
of this document.
The latest date for acceptance and payment in full under the Open Offer is expected to be AIII, 5.1.3
11.00a.m. (London time) on 22 June 2009, with Admission and commencement of dealings in
NewOrdinary Shares expected to take place at 8.00 a.m.(London time) on 26 June 2009.
Sale of Existing Ordinary Shares by CVC
The Company has been informed that the CVC Shareholder Group has sold 51.0 million Existing
Ordinary Shares at the Issue Price, which will reduce its holding to 33.5 million Existing Ordinary
Shares. CVC has entered into a lock-up agreement with the Managers, in which it agreed not to sell any
of the Existing Ordinary Shares it has retained, until Admission. TPG has also entered into a lock-up
arrangement on the same terms in respect of its 120,220,261 Existing Ordinary Shares.
Irrevocable undertakings
The Company has received irrevocable undertakings to vote in favour of the Resolutions from the
Directors, CVC and TPG. These undertakings are given in respect of 230,369,202Ordinary Shares,
representing approximately 26.01% of the Company’s issued OrdinaryShares.
AI, 3.1
Key financial information on the Group CESR 21-
26
The selected financial information on the Group presented below is presented in pounds sterling,
prepared in accordance with IFRS and extracted without material adjustments from the unaudited AI, 3.2
interim accounts for the 26 week periods ended 28 February 2009 and 1 March 2008 and the audited AI, 20.4.3
AI,
consolidated financial information of the Group for the financial years ended 30 August 2008,
20.5.1(b)
1September 2007 and 2 September 2006 incorporated by reference in Part 9 (“Relevant Documentation
and Documentation Incorporated by Reference”) of this document.
Neither the Financial Information nor the other financial information presented in this document was
prepared in accordance with generally accepted accounting principles in the United States
(“USGAAP”) or audited in accordance with auditing standards generally accepted in the United States
(“US GAAS”). No opinion or any other assurance with regard to any financial information was
expressed under US GAAS.
5
Consolidated income statement
For the 26 weeks ended: For the financial year ended:
28 February 1 March 30 August 1 September 2 September
2009 2008 2008 2007 2006
£m (except as stated)
(unaudited) (audited)
Revenue 1,064.8 1,029.3 1,839.2 1,744.4 1,707.7
Cost of sales (886.0) (854.5) (1,571.6) (1,508.4) (1,376.3)
Distribution costs (24.9) (26.9) (50.0) (47.0) (53.0)
Administrative expenses (19.2) (20.4) (41.5) (39.2) (54.8)
Operating profit 134.7 127.5 176.1 179.8 223.6
Profit before taxation 102.2 92.0 105.9 113.2 62.1
Profit for the financial
period/year attributable
to equity shareholders 81.2 65.1 77.1 79.0 43.7
Earnings per share attributable
to equity shareholders Pence Pence Pence Pence Pence
(expressed in pence per share) per share per share per share per share per share
Basic 9.3 7.6 9.0 9.3 7.4
Diluted 9.3 7.6 9.0 9.3 7.4
Consolidated cash flows AI, 20.4.3
For the 26 weeks ended: For the financial year ended:
28 February 1 March 30 August 1 September 2 September
2009 2008 2008 2007 2006
£m (except as stated)
(unaudited) (audited)
Net cash generated from
operating activities 120.8 136.0 191.4 227.4 190.3
Net cash used in investing
activities (51.2) (68.4) (125.6) (96.5) (88.5)
Net cash used in financing
activities (2.5) (36.1) (148.0) (51.9) (165.5)
Net increase/(decrease) in
cash,cash equivalents 67.1 31.5 (82.2) 79.0 (63.7)
Net cash and cash equivalents
at beginning of financial
period/year (2.9) 79.3 79.3 0.3 64.0
Net cash and cash equivalents
at end of financial period/year 64.2 110.8 (2.9) 79.3 0.3
6
Consolidated balance sheet
AI, 20.4.3
As at: As at:
28 February 1 March 30 August 1 September 2 September
2009 2008 2008 2007 2006
(unaudited) (audited)
£m £m £m £m £m
Assets
Non-current assets 1,583.6 1,691.0 1,635.7 1,690.2 1,556.5
Current assets 487.8 441.3 348.6 393.6 305.7
Liabilities
Current liabilities (632.2) (641.8) (645.3) (609.4) (462.3)
Non-current liabilities (1,276.6) (1,314.5) (1,213.7) (1,311.4) (1,346.6)
Net assets 162.6 176.0 125.3 163.0 53.3
Shareholders’equity 162.6 176.0 125.3 163.0 53.3
Current trading and prospects
The Company announced its interim results for the 26week period ended 28February2009 on AI, 12.1
AI, 12.2
23April2009 and these results are incorporated by reference into Part 9 of this document.
CESR 28
The Company released an interim management statement for the 12weeks to 23May2009 on
4June2009. For this 12 week period, gross transaction value was 3.0% higher than the same period
last year. Like-for-like sales were 0.8% lower than last year (excluding VAT).
Debenhams has continued to gain total fashion market share* as customers find favour with its ongoing
strategy of increasing the quality and value of its products (*source: TNS Worldpanel Fashion 26 weeks
market share data to26 April2009versus2008).
The Directors’focus in running the business has continued to be on the levers which drive cash margin.
The improvements made over the past 18 months to the design, quality and value of own bought product
ranges – particularly “Designers at Debenhams” – have led to continued good performance in these areas,
resulting in a90basis point gross margin gain for the12weeks compared with the same period last year.
This, alongside the ongoing disciplined management of costs, stocks and the balance sheet, has
contributed to profit before tax and EBITDA for the 12 weeks to 23 May 2009 both being ahead of the
prior year. Although the outlook for consumer confidence for the remainder of the 2009 financial year is
uncertain, given the performance of the business so far this year, at this time the Directors remain
confident in the Company’s trading strategy and the outturn for the full year.
Dividend policy
The Directorsdidnot propose an interim dividend for 2009 despite a robust trading performance, total
fashion market share gains and strong cash generation in the first half of the 2009 financial year. This
decision was taken due to the Directors’belief that, in order to maximise value for shareholders in the
current environment, it is important that leverage is taken off the agenda while prudent capital
investment in higher returning projects is maintained across the business, particularly in relation to the
new store programme and any opportunistic acquisitions that may arise. It is the Directors’intention to
return to paying a dividend as soon as they believe it is financially prudent to do so. The cash cost of
dividend payments in the financial year ended 30 August 2008 was £44.4 million.
Capitalisation and indebtedness
As at 28 February 2009, the Company’s total capitalisation was £162.6 million. As at 25 April 2009,
net financial indebtedness was £971.1 million.
Summary of risk factors
AI, 4
Shareholders should carefully consider the following key risks, each of which is described in more AIII, 2
detail in the section of this document entitled “Risk Factors”: CESR 27
7
Risks relating to the business of the Group
• it may breach certain covenants in its debt facilities if the Resolutions in favour of the Capital
Raising are not passed;
• continuing adverse economic conditions may have a material adverse effect onitsresults;
• it has significant leverage;
• the sector in which itoperates is highly competitive;
• itmay not be able to predict accurately or fulfil customer preferences or demand;
• it depends upon key management and other personnel and the departure of such management or
personnel could adversely affect its business;
• its business could suffer as a result of weak sales during peak selling seasons or extreme or
unseasonal weather conditions;
• any events that negatively impact the reputation of, or value associated with, its brand could
adversely affect its business;
• any disruption or other adverse event affecting its relationship with any of its major suppliers or
its store card providers could adversely affect its business;
• its relationships with certain designers are important to its business and the loss of these
relationships could have a material adverse effect on its business;
• itsrelationships with certain concessions are important to its business and the loss of a significant
concession partner could have an adverse impact on its business;
• a large portion of its merchandise is manufactured by a small number of suppliers;
• a failure to develop and implement its new store rollout successfully may adversely affect
itsbusiness;
• currency fluctuations and hedging risks could materially adversely affect its earnings and cash
flow;
• factors outside its control, such as damage or interruptions due to operational disruption,
increases in energy costs, natural disaster, terrorist activity or tax or regulatory changes, may have
a material adverse effect on its results;
• risks associated with its properties may have a material adverse effect on its business, financial
condition or results of operations;
• an increase initsfunding needs or changes to obligations in respect of its pension schemes could
have an adverse impact on its business in the longer term;
• any future acquisitions could consume significant resources and management attention; and
• itsbusiness may be materially adversely affected by changes to governmental regulations.
Risks associated with the Capital Raising and the New Ordinary Shares
• there may be volatility in the price of the Ordinary Shares;
• Shareholders may be subject to exchange rate risk;
• holders of Existing Ordinary Shares will experience a dilution of their percentage ownership of AIII, 9.2
the Company’s Ordinary Shares;
• the share price of the Company may be negatively affected if Shareholders do not take up their
entitlements in respect of the Open Offer in full;
• pre-emptive rights may not be available for US and other non-UK holders of Ordinary Shares;
• it may not be possible to effect service of process upon the Company or the Directors or enforce
court judgments against the Company or the Directors; and
• the Company’s ability to continue to pay dividends on the Ordinary Shares will depend on the AI, 9.2.3
availability of distributable reserves.
8
RISK FACTORS
The Capital Raising and any investment in the Company’s ordinary shares are subject to a number of AI, 4,
AIII, 2
risks. Accordingly, investors and prospective investors should consider carefully all of the information
CESR 27
set out in this document and all of the information incorporated by reference into this document,
including, in particular, the risks described below, prior to making any decisions on whether or not to
make an investment in the Company. The following risks are the material risks of which the Directors
are aware. Additional risks and uncertainties not presently known to the Company or the Directors, or
that the Company or the Directors currently consider to be immaterial, may also have an adverse effect
on the Group.
The Group’s business, financial condition or results of operations could be materially and adversely
affected by any of the risks described below. In such case, the market price of the Ordinary Shares may
decline and investors may lose all or part of their investment. Investors and prospective investors
should consider carefully whether an investment in the Company is suitable for them,in the light of
the information set out in this document and the information incorporated by reference into this
document and the financial resources available to them.
Risks relating to the business of the Group
Debenhams may breach certain covenants in its debt facilities if the Resolutions in favour of the
Capital Raising are not passed.
The Resolutions must be passed by Shareholders at the General Meeting in order for the Capital Raising
to proceed and, due to the conditionality described above, in order for the amendments to the terms of
the Company’s existing debt facilities to take effect. Should the Resolutions not be passed, and
therefore the amendment to the terms of the Company’s existing debt facilities not take effect, the
Directors believe there is a risk that, were the economic environment or trading performance of
Debenhams to deteriorate materially, it is possible that the Company may breach certain covenants in
its existing debt facilities in February 2010.
Without the proceeds of the Capital Raising, the Company would still have available to it a range of
options to deal with any potential covenant breach, which it would seek to start implementing
immediately if the Resolutions were not passed at the General Meeting. Such actions would be likely
to include reducing the Company’s cost base further, reducing capital expenditure further and
conserving cash through stricter working capital management. If such actions were insufficient to
address the risk of a covenant breach, the Company would seek to agree with its current lenders, who
have been supportive in the context of the Company’s current request to amend the existing bank
facilities, that the relevant covenants be relaxed or that any breach of such covenants be waived. The
Directors believe it is likely that the Company would be able to secure such an amendment or waiver
but that such an amendment or waiver would be likely to require the payment of additional fees and
potentially result in the imposition of more onerous obligations and restrictions on the Company than
those which the Company has negotiated to date. However, it is possible that the Company may not be
able to secure such an amendment or waiver and, in those circumstances, the Company would consider
taking immediate steps, such as disposing of certain of the Company’s assets or seeking alternative
sources of financing, for example, equity fundraising.
Accordingly, in order to avoid these actions, it is important that Shareholders vote in favour of the
Resolutions in order that the Transaction can proceed.
Continuing adverse economic conditions may have a material adverse effect onDebenhams’results.
Debenhams’ results are impacted by the prevailing economic climate, levels of employment, real AI, 9.2.3
disposable income, salaries, wage rates including any increase as a result of payroll cost inflation or
governmental action to increase minimum wages or contributions to pension provisions, interest rates,
the availability of consumer credit, consumer confidence and consumer perception of economic
conditions. In the 2008 financial year,97.6%ofDebenhams’gross transaction value was derived from
the United Kingdom and Republic of Ireland. Therefore, the general slowdown in the UK and Irish
economies and the uncertain economic outlook may continue to adversely affect consumer spending
9
habits, which may reduce Debenhams’ gross transaction value. In addition, many of the items that
Debenhamssells, particularly fashion and homewares products, represent discretionary purchases, as a
result of which it may experience a decline in sales, which in turn may have a material adverse effect
on Debenhams’business, financial condition and results of operations. Although Debenhams’gross
transaction value, revenue and operating profit increased in the 26 weeks ended 28 February 2009, like-
for-like sales were down by 3.6% (excluding VAT) as compared to the 26 weeks ended 1 March 2008.
Debenhams has significant leverage.
As at 25 April 2009, the Group’s net financial indebtedness was £971.1 million excluding debt AI, 10.4
capitalisation. The Group has experienced reduced headroom under certain of the financial covenants
under its existing indebtedness, limiting the Group’s available cash and financial flexibility. The Group’s
debt service obligations under existing debt facilities could have important consequences for its overall
financial position, including: (a) a substantial portion of the dividends and other payments to the Company
from its subsidiaries will be dedicated to the payment of principal and interest on its indebtedness, (b) the
Group’s ability in the longer term to obtain additional financing or refinancing may be limited due to the
level of the Group’s indebtedness or limitations in the lending market generally, (c) certain of the Group’s
borrowings are at variable rates of interest, which could cause the Group to be vulnerable to increases in
interest rates, (d) the Group’s indebtedness imposes financial and other restrictive covenants that limit the
ability of the Group to, among other things, borrow additional funds and dispose of assets, and the failure,
in the longer term, to comply with such restrictions may result in an event of default, which, if not cured
or waived, could have a material adverse effect on the Group, (e) the Group’s indebtedness could place the
Group at a competitive disadvantage compared to those of its competitors that have less debt and (f) the
Group’s leverage may hinder the Group’s ability to adjust rapidly, if required, to changing market
conditions and could make the Group more vulnerable in the event of a further downturn in general
economic conditions or its business. There can be no assurance that the Group’s cash flow will be
sufficient for repayment of the Group’s indebtedness in the longer term. In particular, the existing debt
facilitieswill need to be refinanced in or before April 2011 and there can be no assurance that the Group
will be capable of refinancing the facilities, and any failure to do so could have a material adverse effect
on its business, results of operations and financial condition in 2011. Debenhams is also subject to the
risk that counterparties may be unable to honour pre-existing lending commitments in the longer term,
which may adversely affect Debenhams’available cash and liquidity and could have a material adverse
effect on its business, results of operations and financial conditionin the longer term.
The sector in which Debenhams operates is highly competitive.
The retail industry is highly competitive, particularly with respect to merchandise selection and quality, AI, 9.2.3
store location and design, inventory, price, customer service, credit availability and advertising.
Debenhams competes at the national and local levels with a wide variety of retailers of varying sizes
and covering different product categories across all geographic markets in which it operates. Some of
Debenhams’competitors are general retailers that compete with it in a number of product groups while
others are specialist retailers that compete with it only in certain product categories. Debenhams also
competes with supermarkets, warehouse clubs, discount stores, local independent retailers and
mail-order or internet retailers that market similar lines of merchandise.
Debenhams faces a variety of competitive challenges including:
• anticipating and quickly responding to changing consumer demands;
• maintaining favourable brand recognition and effectively marketing its products to consumers in
several diverse market segments;
• developing innovative, high-quality fashion products in styles that appeal to consumers of varying
age groups and tastes;
• sourcing merchandise efficiently;
• pricing its products competitively; and
• changes in consumer behaviour as a result of economic conditions and as a result of changes in
consumer spending patterns.
10
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