14 March 2022

Joules Group plc

('Joules' or the 'Group')

Acquisition of Garden Trading - Deferred Consideration

On 9 February 2021, Joules, the premium British lifestyle brand, acquired The Garden Trading Company Limited ("Garden Trading"), an online retailer of home and garden products inspired by the British countryside and lifestyle trends (the "Acquisition"). The consideration for the Acquisition was split between an upfront and a deferred element.

The deferred consideration of up to £3.5 million (of which at least £3 million was to be paid in cash and the rest either in cash or Ordinary Shares, at the Group's discretion), was subject to Garden Trading meeting certain targets over the period from 1 December 2020 to 30 November 2021 ("Earn-Out Period").

Joules is pleased to announce that Garden Trading met all targets set, and as a result, the deferred consideration will be paid in full.

£3 million will be paid in cash and the remainder in new Joules ordinary shares of 1 pence each ("Ordinary Shares"). The number of deferred consideration shares is 243,368 with the calculation based on the volume weighted average price of Ordinary Shares for the period of 30 business days to the end of the Earn-Out Period, being £2.0545.

The Ordinary Shares issued are subject to certain customary lock-up and orderly market arrangements.

Issue of Equity and Total Voting Rights

Joules confirms that application has been made to the London Stock Exchange for 243,368 Ordinary Shares to be admitted to trading on AIM. It is expected that admission of the new Ordinary Shares to AIM ("Admission") will become effective and that dealings on AIM will commence at 8.00 a.m. on 15 March 2022.

In conformity with Rule 5.6.1 of the Disclosure Guidance and Transparency Rules, the total number of Ordinary Shares in issue following Admission will be 112,017,857. All of the Ordinary Shares have equal voting rights and there are no Ordinary Shares held in treasury.

Following Admission, the figure of 112,017,857 Ordinary Shares represents the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

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Joules - a premium lifestyle group with an authentic British heritage

Joules is a premium lifestyle brand and group with an authentic heritage and values of family, fun and joy in the countryside.

Joules creates and curates exceptional products that brighten the lives of its customers, delivered through leading digital platforms and supported by enticing experiences and stores that are located in desirable locations relevant to the Joules customer's lifestyle. 

The Joules story began in 1989, when Tom Joule started selling clothing on a stand at a country show in Leicestershire. Today, the business designs and sells Joules-branded clothing, footwear and accessories for women, men and children as well as collections of homeware, toiletries, lifestyle and pet product ranges that are carefully designed and developed through selected licensing partnerships. Each collection comprises Joules' distinctive use of humour, colour and unique prints, each of which is hand-drawn by the brand's talented in-house print design team at its headquarters in Market Harborough, Leicestershire.

In 2021, Joules acquired leading digital home and garden retailer The Garden Trading Company, strengthening its position in the important and fast-growing home, garden & outdoor category. Similarly inspired by the British countryside, Garden Trading designs and sells distinctive products through its own e-commerce platform and wholesale partnerships with more than 1,000 stockists across the UK.

Joules' distinctive design-led products are complemented by an increasingly broad customer offer provided through its digital marketplace 'Friends of Joules' that enables third-party brands to offer curated, complementary products to the Joules customer base, enhancing Joules' digital platform with thousands of products from hundreds of creative businesses to give customers everything they could ever need for a contemporary country lifestyle.

The Joules group caters to its 1.9 million active customers through its own digital platforms, its retail stores in the UK and at country shows and events. Joules extends its brand reach through well-established third-party relationships - concessions, online marketplaces, and traditional wholesale - in the UK and internationally.

www.joules.com                                                        

www.gardentrading.co.uk                                       

www.joulesgroup.com