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02/18/2019 | 23:49 CET/CEST

DGAP-News: TOM TAILOR Holding SE / Key word(s): Corporate Action/Capital Increase

18.02.2019 / 23:49
The issuer is solely responsible for the content of this announcement.

 - Capital increase of 3,849,526 registered shares at price per share of 2.26 euros

- Major shareholder Fosun receives allocation of all new shares by means of a private placement, increases shareholding to 35.35 percent; mandatory takeover bid to all shareholders

- Net emission proceeds of approx. 8.6 million euros

Hamburg, 18. February, 2019: Today, the Board of Management of TOM TAILOR Holding SE (ISIN DE000A0STST2), with the approval of the Supervisory Board, decided to implement a capital increase of 10 percent against cash contribution with partial utilization of the approved capital. The 3,849,526 new registered shares will be allocated directly and exclusively to Fosun International Ltd. ("Fosun") by means of a private placement with exclusion of subscription rights for existing shareholders. As a result, the capital stock of the company will increase from 38,495,269.00 euros to 42,344,795.00 euros. The capital increase is expected to be completed on February 22, 2019.

The issue price is 2.26 euros per share (+4.82% above current share price). The new shares will be eligible for profit participation as of January 1, 2018. The net proceeds of around 8.6 million euros are primarily to be used to support the ongoing restructuring measures at BONITA as well as to improve the equity and financing situation.

"2019 will be a challenging year for the TOM TAILOR Group - we will be further strengthening the growth of our core TOM TAILOR brand in a difficult environment, and we want to make consistent progress in restructuring our subsidiary BONITA. The capital increase is an important step on this path", said Dr Heiko Schäfer, CEO of TOM TAILOR Holding SE. "We consider the fact that Fosun is taking over all of the new shares as a sign of faith towards the path we have taken."

"With this capital increase, we are following our strategy of decreasing risk on our balance sheet and bolstering our financing situation", said Thomas Dressendörfer, CFO of TOM TAILOR Holding SE. "By signing the capital increase, Fosun is making a strong contribution to force the ongoing restructuring measures at our subsidiary BONITA. We also see this as a strong signal towards our investors and financing Banks that our reliable anchor shareholder is willing to support TOM TAILOR in the long run."

The new shares are expected to be included in the existing listing on the Frankfurt and Hamburg Stock Exchanges on February 26, 2019.

With the exclusive allocation of the shares created by the cash capital increase, Fosun's shareholding in TOM TAILOR Holding SE will increase to over 30 percent. By exercising the capital increase Fosun will exceed the threshold set by the German Securities Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) for acquisition of control and is principally obliged pursuant to section 35 of the WpÜG to publish and implement a takeover bid to all shareholders. On current information the Board of Management acts under the assumption that Fosun will issue an exempting voluntary public tender offer.

So far, the company has no information on the possible conditions of an offer.

About TOM TAILOR Group
TOM TAILOR Group is an international, vertically integrated fashion company focused on casual wear in the medium price segment. The product portfolio is complemented by an extensive range of fashionable accessories. With its brands TOM TAILOR and BONITA, the company covers the various core segments of the fashion market.
The TOM TAILOR brand is marketed through the retail and wholesale segments, and thus through single-label stores as well as wholesale partners. These include 453 TOM TAILOR stores and 185 franchise stores, 2,510 shop-in-shops and 7,082 multi-label points of sale. The brand is present in more than 31 countries.
Along with its 772 retail stores, BONITA now has 82 shop-in-shop spaces.
The collections of both brands are also available through their respective online shops.
Information is also available at www.tom-tailor-group.com and www.BONITA.eu

Media Contact
Harriet Weiler
Head of Corporate Communications
Phone: +49 (0) 40 58956-168
Email: harriet.weiler@tom-tailor.com

Investor contact
Viona Brandt
Head of Investor Relations
Phone: +49 (0) 40 58956-449
Email: viona.brandt@tom-tailor.com

18.02.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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