Refinancing and pension contributions deferral

Mothercare plc

Refinancing and further pension contributions deferral

Mothercare plc ("Mothercare" or "the Company"), the highly trusted British heritage international brand and franchise operator, that connects with the parents of newborn babies and children across multiple product categories, today announces a successful refinancing. As set out in the interim statement of 23 December 2025, Mothercare has been seeking to refinance its existing £8m debt facility with GB Europe Management Services Ltd ("Gordon Brothers"). 

Mothercare has entered into financing arrangements with a consortium of investors to refinance and vary the existing facility via a special purpose vehicle. This new arrangement has enlarged the debt facilities to £8.46m on signing (with the potential to upsize to £10m subject to further investor demand) and extended the facility's term to 31 December 2027. The facility as amended now carries a coupon of 25% per annum, comprising an unchanged 10% per annum cash pay coupon and an additional 15% per annum "payment in kind" non-cash coupon.

Richard Griffiths (and associated undertakings) is one of the consortium of investors, contributing £5m to and the majority shareholder in the special purpose vehicle (SPV), and as he is a substantial shareholder in Mothercare the refinancing therefore falls within AIM Rule 13 as a related party transaction. The directors of Mothercare consider, having consulted with Deutsche Numis as Nominated Adviser to Mothercare, that the terms of the transaction are fair and reasonable insofar as Mothercare shareholders are concerned. Whilst the new facility remains in default and so is still repayable on demand, the Directors recognise the improved alignment between the Company's secured creditors (including the pension and debt holders) and shareholders.

As part of this refinancing Gordon Brothers have been paid a total of £8.68 million, which includes certain contractual fees and pre-payments totalling £0.52 million in addition to the repayment of principal amount, and they retain their 43.4m warrants over Mothercare ordinary shares exercisable at 8.5p per share.

As previously announced the Group's pension Trustee has agreed to defer the payment of pension contributions due in the year to March 2026, to support the Company's cash flows whilst we are exploring growth opportunities. The Trustee has now agreed to extend the deferral to March 2027.

The pension deficit contributions due in the years to March 2027 and March 2026 that are deferred amount to £3.0 million in each year, a total of £6 million. This sum together with the remaining contributions due, will be paid in accordance with a new schedule of contributions to be put in place no later than 31 March 2027, which will include a resumption of contributions from 19 April 2027 at a level that the Trustee considers to be affordable.

Clive Whiley, Chairman of Mothercare commented:

"With the support that our stakeholders have shown today, Mothercare can accelerate into 2026. Today's debt refinancing removes some material uncertainty for the Company and our other stakeholders and will give us the flexibility and room to manoeuvre to get Mothercare back to where we should be. Our recent agreements with Reliance in South Asia and Ebebek in Turkey show the intrinsic value of and opportunity for our brand and operations in international markets.

I want to thank our stakeholders for their support through this refinancing - across both existing stakeholders and new financing partners - as we now pursue the clear opportunity ahead with the enhanced flexibility that this refinancing gives us. There is plenty more to go for in both existing and new territories."

Investor and analyst enquiries to:

Mothercare plc Email: [email protected] 

Clive Whiley, Chairman

Andrew Cook, Chief Financial Officer

Deutsche Numis Tel: 020 7260 1000

(NOMAD & Joint Corporate Broker)

Luke Bordewich

Cavendish Capital Markets Limited Tel: 020 7220 0500

(Joint Corporate Broker)

Matt Goode

Media enquiries to:

MHP Email: [email protected]

Rachel Farrington Tel: 07739 312199

Tim Rowntree