27 Bagleys Lane, Fulham, London SW6 2QA Tel. 020 7880 5100 Fax. 020 7880 5200 www.lauraashley.com 27 th February 2019 Dear Shareholder Announcement made by Flacks Group LLC ("Flacks") in relation to Laura Ashley Holdings (the "Company" or "Laura Ashley") We are writing to you as required under Rule 2.11 of the City Code on Takeovers and Mergers (the "Code") following the announcement made by Flacks. The text of the announcement released by Flacks at 14.28 p.m. on 25 th February 2019, which resulted in the commencement of an offer period under the Code, is set out in Appendix 1 to this letter. The Laura Ashley board released a response to the announcement at 17.43 p.m. on 26 th February 2019 which is set out in Appendix 2 to this letter. We will keep you informed of any further developments and in the meantime you are recommended to take no action. Please be aware that if there is a possible offer, or a firm offer for the Company, addresses, electronic addresses and certain other information provided by you for the receipt of communications from the Company may be provided to possible offerors (if any) during the offer period as required by the Code to allow possible offerors (if any) to contact you directly in connection with any such possible or firm offer. If you have any administrative questions please contact Computershare Investor Services plc on +44(0) 870 707 1110. Yours faithfully, Sean Anglim Chief Financial Officer On behalf of Laura Ashley Holdings plc Laura Laura Ashley Ashley Holdings Limited; PLC; Registered in in England and and Wales No. No. 531301; 1012631; Registered Office Office 27 Bagleys 27 Bagleys Lane Lane Fulham Fulham London London SW6 SW6 2QA 2QA Laura Ashley Holdings plc; Registered in England and Wales No. 1012631; Registered Office 27 Bagleys Lane, Fulham, London SW6 2QA
Appendix 1 THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE. 25 February 2019 Statement regarding Laura Ashley Holdings plc (the "Company") In response to the recent press speculation regarding the Company, the Flacks Group confirms that it is in the very preliminary stages of evaluating a possible transaction that may include an offer for the entire issued and to be issued share capital of the Company. Any such offer, if made, is expected to be satisfied in cash, and would be limited to a maximum cash payment per share of 2.748 pence, valuing the entire issued share capital of the Company at approximately 20 million. [1] The Flacks Group confirms this price is final and will not be increased or decreased. If any dividend (or other distribution) is paid or becomes payable by the Company to its shareholders, the Flacks Group will be required to reduce the possible offer consideration by an amount equal to that dividend (or other distribution). There can be no certainty that any offer will ultimately be made for the Company. A further announcement will be made if and when appropriate. In accordance with Rule 2.6(a) of the Code, the Flacks Group must, by no later than 5.00 p.m. (London time) on Monday 25 March 2019, either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the UK Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code. Enquiries Michael Flacks +1 786 554 8589 This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. 2
The distribution of this announcement in jurisdictions outside the United Kingdom and the availability of any offer to shareholders who are not resident in the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction. Disclosure requirements of the Code Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. 3
Publication of this announcement A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.flacksgroup.com, by no later than 12 noon (London time) on 26 February 2019. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement. [1] Based on a total issued share capital of 727,762,868 ordinary shares, which number excludes 18,272,500 treasury shares, as set out in the Company's 2018 annual report. 4
Appendix 2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain. 26 February 2019 LAURA ASHLEY HOLDINGS plc Response to Unsolicited Offer by Flacks Group LLC In response to the unsolicited and highly opportunistic indicative offer for Laura Ashley Holdings plc ( Laura Ashley, the Group ) announced by Flacks Group LLC ( Flacks ) on 25 February 2019 (the Offer ), the Board of Laura Ashley (the Board, we ) expresses its disappointment at the approach taken by Flacks, including its decision not to engage with the Board prior to the announcement. The Board, having considered the Offer with its advisers, believes that the terms of the Offer substantially undervalue the Group and encourages all shareholders to take no action. Flacks Offer significantly undervalues Laura Ashley We strongly believe that the Offer fails to reflect the value of the Laura Ashley brand and hence the fair value that shareholders deserve for their investment in the Group. We also note that Flacks have indicated that the price of 2.748 pence per Ordinary Share is final and will not be increased or decreased. As expressed in our announcement dated 25 February 2019, the Board has complete confidence that the Group will be able to grow profitably and in a sustainable manner so as to create long-term value for our shareholders. Andrew Khoo, Chairman of Laura Ashley, commented: Since assuming the role of Chairman recently, I would like to reiterate that I hold a long term view of the Group. Opportunistic and unsolicited offers that are speculative in nature, and playing to a short term market that creates unnecessary volatility to the share price, are not welcome. However, we will not be distracted from our focus on the business fundamentals as we continue to transform the Group into a true lifestyle brand. 5
For further information, please contact: Enquiries: Laura Ashley Holdings plc Kwan Cheong Ng; CEO 020 7880 5100 Seán Anglim; FD / Joint COO Media Enquiries Brunswick Anita Scott 020 7404 5959 Helen Smith Financial Adviser Cantor Fitzgerald Europe Rick Thompson Phil Davies 020 7894 7000 Michael Boot The person responsible for arranging release of this announcement on behalf of Laura Ashley is Sean Anglim, Financial Director and Joint COO. Further information Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Laura Ashley and no one else in connection with the above and will not be responsible to anyone other than Laura Ashley for providing the protections offered to clients of Cantor Fitzgerald Europe nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement. 6
Disclosure requirements of the Takeover Code Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. Publication on website and hard copies A copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Laura Ashley s' website, https://www.lauraashley.com, at by no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the content of the website is not incorporated into and does not form part of this announcement. 7
Forward Looking Statements This announcement contains certain statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. The words "believe", "anticipate", "expect", "intend", "aim", "plan", "predict", "continue", "assume", "positioned", "may", "will", "should", "shall", "risk" and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. These forward-looking statements include all matters that are not current or historical facts. By their nature, forward-looking statements involve risks and uncertainties because such statements relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not indicative of future performance and Faroe's actual results of operations, financial condition and liquidity, and the development of the industry in which Faroe operates, may differ materially from those made in or suggested by the forward- looking statements contained in this announcement. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that Faroe, or persons acting on its behalf, may issue. 8 Perivan Financial Print 253501 A