Superdry plc (SDRY) Superdry plc: IOE-Issue of Equity
02-May-2023 / 17:40 GMT/BST
-----------------------------------------------------------------------------------------------------------------------
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION,
RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
2 May 2023
Superdry PLC
("Superdry" or the "Company")
Equity Raise to strengthen the Company's balance sheet
Further to the Company's announcements on 14 April 2023 and 2
May 2023, Superdry today announces its intention to issue
15,700,000 new ordinary shares of 5p each in the capital of the
Company ("New Ordinary Shares") at 76.3 pence per Ordinary Share
(the "Issue Price") to raise gross proceeds of approximately GBP12m
(the "Equity Raise").
The Equity Raise will comprise a placing (the "Placing") and a
separate retail offer (the "REX Retail Offer") of New Ordinary
Shares at the Issue Price.
Julian Dunkerton (Superdry's Founder and Chief Executive
Officer) has agreed to underwrite the Equity Raise in its entirety
at the Issue Price. The Company is, however, launching the Placing
and REX Retail Offer to facilitate broader participation in the
Equity Raise from its shareholder base and other institutional
investors. The Placing and REX Retail Offer will comprise
15,700,000 New Ordinary Shares in aggregate.
Further details of the Equity Raise
It is intended that the Equity Raise will result in the Company
raising total gross proceeds of approximately GBP12m. The total
number of New Ordinary Shares will represent, in aggregate,
approximately 19.1 per cent of the Company's existing issued share
capital. The Issue Price of 76.3 pence per New Ordinary Share
represents a discount of approximately 9.9 percent to the closing
share price of 84.7 pence on 2 May 2023, being the latest
practicable date prior to this announcement.
The Placing, which is being conducted by way of an accelerated
bookbuild (the "Bookbuild"), will be launched immediately following
the release of this announcement. The Bookbuild is expected to
close at 17:00 on 3 May 2023. Peel Hunt LLP ("Peel Hunt") and
Liberum Capital Limited ("Liberum") are acting as joint bookrunners
(together, the "Banks") in respect of the Placing.
The number of New Ordinary Shares to be issued under the Placing
(the "Placing Shares") and the number of New Ordinary Shares to be
issued under the REX Retail Offer (the "REX Retail Offer Shares")
will be determined following the close of the Bookbuild.
The Placing is subject to the terms and conditions set out in
the Appendix to this announcement (which forms part of this
announcement, together being the "Announcement"). The REX Retail
Offer Shares will be subscribed for on the basis of the terms and
conditions of the REX Retail Offer, rather than pursuant to the
terms and conditions of the Placing contained in the Appendix to
this Announcement. A separate announcement will be made regarding
the REX Retail Offer and its terms.
Superdry acknowledges that it is seeking to issue New Ordinary
Shares amounting to approximately 19.1% of its existing issued
ordinary share capital on a non-pre-emptive basis. The Company,
having consulted with its major shareholders following its trading
update of 14 April 2023, proposes the Placing and REX Retail Offer
to provide an opportunity for institutional and UK retail
shareholders to take part in the Equity Raise.
The Board's unanimous view is that the Equity Raise is in the
best interest of shareholders, as well as wider stakeholders in
Superdry.
Reasons for the Equity Raise
Superdry continues to pursue its turnaround plan in the face of
a challenging consumer landscape. The brand is recovering well, and
the Company is making strong progress towards being the "#1
sustainable style destination". However, this strategic
transformation needs to be underpinned by a strong and stable
balance sheet and, as a result, as well as actively managing its
near-term working capital needs, the Company is engaged in various
initiatives to deliver that strengthened position:
-- As announced on 22 March 2023, the Company has agreed,
subject to certain conditions, to dispose of itsIP assets in
certain countries within the Asia Pacific ("APAC") region for USD50
million USD (GBP34 million net aftertransaction costs and
taxation). This sale constitutes a Class 1 transaction under the
Financial ConductAuthority's ("FCA") Listing Rules and is therefore
conditional on the approval of Superdry's shareholders. TheCompany
currently anticipates sending shareholders a circular in respect of
the disposal in May 2023;
-- The Company has identified over GBP35 million of annualised
cost reduction through estate optimisation,minimising store costs,
range reductions, logistics and distribution savings and
procurement improvements, thedelivery of which will entail certain
capital investments. The Company expects these savings to be fully
realisedby the end of FY24, with the costs to achieve them
primarily incurred in calendar year 2023;
-- Implementing significant working capital practice
improvements across payables, receivables andinventory; and
-- As announced on 25 April 2023, the Company has agreed
amendments to its financing facility, pursuant towhich its lender,
Bantry Bay, has agreed to increase the borrowing availability level
under its asset-backedfacility until completion of the previously
announced sale of the APAC business.
Assuming receipt of the APAC IP assets disposal proceeds and the
gross proceeds of the Equity Raise, the Company expects, under its
working capital base case, to operate within its existing
facilities over the next 12 months. The Company is currently
undertaking a working capital exercise, including a reasonable
downside case, as part of the Class 1 process in connection with
the APAC disposal but this has not yet concluded.
The Company therefore believes that the Equity Raise, along with
the suite of measures above, will provide the stable base necessary
to underpin future success.
Details of the Placing
Peel Hunt and Liberum will commence the Bookbuild immediately
following the release of this Announcement.
The Appendix to this Announcement sets out further information
relating to the Bookbuild and the terms and conditions of the
Placing. Members of the public are not entitled to participate in
the Placing.
The Placing Shares and the REX Retail Offer Shares will, when
issued, be credited as fully paid and will rank pari passu in all
respects with each other and with the existing issued ordinary
shares at that time. This includes the right to receive all
dividends and other distributions declared or paid in respect of
such Ordinary Shares after the date of issue of the Placing Shares
and the REX Retail Offer Shares.
The number of Placing Shares will be agreed by the Banks and
Superdry following the close of the Bookbuild. The timing of the
closing of the Bookbuild and allocations are at the discretion of
the Banks and Superdry. Details of the number of Placing Shares and
REX Retail Offer Shares will be announced as soon as practicable
after the close of the Bookbuild.
Applications will be made for the Placing Shares and REX Retail
Offer Shares to be admitted to the premium listing segment of the
Official List of the FCA and to trading on the main market for
listed securities of the London Stock Exchange plc (the "London
Stock Exchange") ("Admission"). It is expected that Admission will
take place at or around 8.00 a.m. (London time) on 5 May 2023 (or
such later date as may be agreed between the Company and the
Banks).
The Placing and the REX Retail Offer are conditional upon, inter
alia, Admission becoming effective and the placing agreement
between the Company and the Banks (the "Placing Agreement") not
being terminated in accordance with its terms.
In the event that Julian Dunkerton's shareholding in the Company
would equal or exceed 30% of the Company's enlarged issued share
capital immediately following the Equity Raise, Superdry intends to
seek a waiver of the obligations under Rule 9 of The City Code on
Takeovers and Mergers (the "Takeover Code") that would ordinarily
oblige Julian Dunkerton to make a general offer for the Company
(the "Rule 9 Waiver"). The Rule 9 Waiver will also require the
approval of the Company's independent shareholders at a General
Meeting and as a result, the Placing and REX Retail Offer would be
conditional on that approval being obtained. In these
circumstances, Admission would only occur following approval of the
Rule 9 Waiver at the General Meeting (which would be expected to
occur in June 2023).
For further information
Superdry
Shaun Wills shaun.wills@superdry.com +44 (0) 1242 586747
Chris MacDonald investor.relations@superdry.com +44 (0) 1242 586747
Joint Bookrunners and Joint Corporate Brokers
Peel Hunt LLP +44 (0) 2074 188900
George Sellar
Mike Burke
Andrew Clark
Sohail Akbar (ECM Syndicate)
Liberum Capital Limited +44 (0) 2031 002000
John Fishley
Edward Thomas
Media Enquiries
Tim Danaher superdry@brunswickgroup.com +44 (0) 207 4045959
The person responsible for releasing this Announcement is Shaun
Wills, Chief Financial Officer of Superdry.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE OR FORM ANY PART OF
AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES")), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THIS ANNOUNCEMENT
SHALL NOT BE REGARDED, IN ALL THE CIRCUMSTANCES, AS BEING
CALCULATED TO RESULT, DIRECTLY OR INDIRECTLY, IN THE SECURITIES
BECOMING AVAILABLE FOR SUBSCRIPTION OR PURCHASE IN HONG KONG BY
PERSONS OTHER THAN THOSE LIMITED NUMBER OF PROFESSIONAL INVESTORS
RECEIVING THE OFFER OR INVITATION IN HONG KONG. NO PUBLIC OFFERING
OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE.
ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Japan,
the Republic of South Africa or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful.
The securities referred to herein are being offered and sold
only outside the United States in reliance on Regulation S under
the US Securities Act of 1933, as amended (the "Securities Act").
The securities referred to herein have not been and will not be
registered under the Securities Act, or under the securities laws
of any state or other jurisdiction of the United States, and may
not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, into
or within the United States absent registration under the
Securities Act, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. No
offering of the securities referred to herein is being made in the
United States, Australia, Canada, Japan, the Republic of South
Africa or elsewhere.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Liberum
Capital Limited ("Liberum") or Peel Hunt LLP ("Peel Hunt" and,
together with Liberum, the "Joint Bookrunners") or any of their
respective affiliates, or any of its or their respective directors,
officers, partners, employees, advisers or agents (collectively,
"Representatives") that would, or is intended to, permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company, Peel Hunt and Liberum to inform themselves about, and to
observe, such restrictions.
This Announcement is directed at and is only being distributed
to: (a) in member states of the European Economic Area, persons who
are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129, as amended (the "EU Prospectus
Regulation") ("EU Qualified Investors"), (b) in the United Kingdom,
persons who are "qualified investors" within the meaning of Article
2(e) of the UK version of Regulation (EU) 2017/1129 as it forms
part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended (the "UK Prospectus Regulation"), who (i) have
professional experience in matters relating to investments and who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) are persons
who fall within Article 49(2)(a) to (d) of the Order ("UK Qualified
Investors"), and (c) persons to whom it may otherwise lawfully be
communicated (each such person in (a), (b) and (c), a "Relevant
Person"). No other person should act on or rely on this
Announcement. By accepting the terms of this Announcement, you
represent, warrant and agree that you are a Relevant Person. This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this Announcement or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant
Persons.
No offering document or prospectus has been or will be made
available in any jurisdiction in connection with the matters
contained or referred to in this Announcement or the Placing and no
such prospectus is required (in accordance with the UK Prospectus
Regulation and the EU Prospectus Regulation) to be published.
Certain statements in this Announcement are or may be
forward-looking statements with respect to the Company's
expectations, intentions and projections regarding its future
performance, strategic initiatives, objectives, anticipated events
or trends and other matters that are not historical facts and which
are, by their nature, inherently predictive, speculative and
involve risks and uncertainty because they relate to events and
depend on circumstances that may or may not occur in the future.
All statements that address expectations or projections about the
future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general
economic conditions, expected expenditures, expected cost savings
and financial results are forward-looking statements. Any
statements contained in this Announcement that are not statements
of historical fact are, or may be deemed to be, forward-looking
statements. These forward-looking statements, which may use words
such as "aim", "anticipate", "believe", "could", "risk", "intend",
"estimate", "expect", "may", "plan", "predict", "project" or words
or terms of similar meaning or the negative thereof, are not
guarantees of future performance and are subject to known and
unknown risks and uncertainties. There are a number of factors
including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial
condition, performance or achievements to differ materially from
those expressed or implied by these forward-looking statements.
Many of these risks and uncertainties relate to factors that are
beyond the Company's ability to control or estimate precisely, such
as changes in taxation or fiscal policy, future market conditions,
currency fluctuations, the behaviour of other market participants,
the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and
regulatory framework in which the Company operates or in economic
or technological trends or conditions, including inflation,
recession and consumer confidence, on a global, regional or
national basis. Important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the contemplated or expressed forward-looking
statements. Given those risks and uncertainties, readers are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of
this Announcement. Each of the Company, Liberum and Peel Hunt
expressly disclaims any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise unless required to
do so by applicable law or regulation.
Each of Liberum and Peel Hunt is authorised and regulated in the
United Kingdom by the Financial Conduct Authority ( "FCA"). Each of
Liberum and Peel Hunt is acting exclusively for the Company and for
no one else in connection with the Placing and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or any other matter referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement. Liberum is not
acting for the Company with respect to the REX Retail Offer.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of Liberum or Peel Hunt (apart from the responsibilities or
liabilities that may be imposed by the Financial Services and
Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder) or by their respective affiliates or any of
their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers or any
other statement made or purported to be made by or on behalf of
Liberum or Peel Hunt or any of their respective affiliates or any
of their respective Representatives in connection with the Company,
the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefor
is expressly disclaimed. No representation or warranty, express or
implied, is made by Liberum or Peel Hunt or any of their respective
affiliates or any of their respective Representatives as to the
accuracy, fairness, verification, completeness or sufficiency of
the information or opinions contained in this Announcement or any
other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation and the EU Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the Main
Market for listed securities of the London Stock Exchange.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in the
Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting the invitation to participate in the Placing.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Each of the Joint Bookrunners and their respective affiliates
may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have
received customary fees and commissions. Each of the Joint
Bookrunners and their respective affiliates may provide such
services to the Company and /or its affiliates in the future.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the UK Product Governance
Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment, the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129, AS AMED (THE "EU PROSPECTUS REGULATION")) ("EU QUALIFIED
INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE
QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK
VERSION OF REGULATION (EU) 2017/1129, AS IT FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (THE
"UK PROSPECTUS REGULATION")) WHO (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR (II) ARE PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) OF THE ORDER ("UK QUALIFIED INVESTORS"),
AND (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(EACH SUCH PERSON IN (A), (B) AND (C), A "RELEVANT PERSON").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE
A RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A
PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND
THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE
UNITED STATES IN RELIANCE ON REGULATION S ( "REGULATION S") UNDER
THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"). THE
PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED
STATES, ABSENT REGISTRATION UNDER THE SECURITIES ACT, EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC
OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL,
BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE
PLACING SHARES.
None of Superdry Plc (the "Company"), Liberum Capital Limited
("Liberum") or Peel Hunt LLP ("Peel Hunt" and, together with
Liberum, the "Joint Bookrunners") or any of its or their respective
affiliates or any of its or their respective directors, officers,
partners, employees, advisers or agents (collectively,
"Representatives") makes any representation or warranty, express or
implied to any Placees (as defined below) regarding any investment
in the securities referred to in this Announcement under the laws
applicable to such Placees.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of the Placing Shares (as defined below) by
making an oral or written offer to acquire Placing Shares
(including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given) ("Placees") will (i)
be deemed to have read and understood this Announcement, in its
entirety; and (ii) be making such offer on the terms and
conditions, and to be providing (and shall only be permitted to
participate in the Placing on the basis that they have provided)
the representations, warranties, indemnities, acknowledgements,
undertakings and agreements, contained in this Appendix.
In particular, each such Placee represents, warrants,
acknowledges and agrees to each of the Company and the Joint
Bookrunners that: 1. it is a Relevant Person and undertakes that it
will acquire, hold, manage or dispose of any PlacingShares that are
allocated to it for the purposes of its business only; 2. it is
acquiring the Placing Shares for its own account or is acquiring
the Placing Shares for an accountwith respect to which it exercises
sole investment discretion and has the authority to make and does
make therepresentations, warranties, indemnities, acknowledgments,
undertakings and agreements contained in thisAnnouncement; 3. it
understands (or if acting for the account of another person, such
person has confirmed that suchperson understands) the resale and
transfer restrictions set out in this Announcement (including this
Appendix) andthat any Placing Shares acquired by it in the Placing
will not be acquired and/or subscribed for on anon-discretionary
basis on behalf of, nor will they be acquired or subscribed for
with a view to their offer orresale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offeror resale in a member state of the EEA to EU Qualified
Investors, or in the United Kingdom to UK QualifiedInvestors or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to each suchproposed offer or resale? 4. it and the
person(s), if any, for whose account or benefit it is acquiring the
Placing Shares are (a)outside the United States and will be outside
the United States at the time the Placing Shares are acquired by
itand (b) acquiring the Placing Shares in an "offshore transaction"
in accordance with Regulation S (if acquiring thePlacing Shares for
the account of one or more other persons, it has full power and
authority to make therepresentations, warranties, agreements and
acknowledgements herein on behalf of each such person)? 5. it
understands that the Placing Shares have not been and will not be
registered under the Securities Actor with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not beoffered or sold, directly or
indirectly, within the United States except pursuant to an
exemption from, or in atransaction not subject to, the registration
requirements of the Securities Act and in compliance with
anyapplicable securities laws of any state or other jurisdiction of
the United States? and 6. the Company and the Joint Bookrunners
will rely upon the truth and accuracy of the
foregoingrepresentations, warranties, acknowledgements and
agreements.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees. The book will
open with immediate effect. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. Members of the public are not
entitled to participate in the Placing.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, determine.
Details of the Placing Agreement and of the Placing Shares
Liberum and Peel Hunt are acting as joint global co-ordinators
and joint bookrunners in connection with the Placing. The Company
has today entered into an agreement (the "Placing Agreement") with
the Joint Bookrunners under which, subject to the terms and
conditions set out therein, each of the Joint Bookrunners has
agreed, severally and not jointly or jointly and severally, as
agent for and on behalf of the Company, to use its reasonable
endeavours to procure Placees for new ordinary shares of five pence
each in the capital of the Company (the "Placing Shares"), at 76.3
pence per Placing Share (the "Issue Price") in such number, if any,
to be determined following completion of the Bookbuild and as may
be agreed between the Joint Bookrunners and the Company and set out
in the executed term sheet (the "Term Sheet") and, to the extent
that any Placee defaults in paying the Issue Price (as defined
below) in respect of any of the Placing Shares allocated to it
(excluding, for these purposes, any Placing Shares acquired by
Julian Dunkerton pursuant to his underwriting arrangements (the
"Underwritten Shares")), each of the Joint Bookrunners has agreed,
severally and not jointly or jointly and severally, to subscribe
for such Placing Shares at the Issue Price. In the event that the
Joint Bookrunners acquire Placing Shares in the Placing, they may
co-ordinate disposals of such shares in accordance with applicable
law and regulation. Except as required by applicable law or
regulation, the Joint Bookrunners do not propose to make any public
disclosure in relation to such transactions.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of five pence each in the capital of the Company (the
"Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares, and
will be issued free of all claims, liens, charges, encumbrances and
equities.
The allotment and issue of the Placing Shares will be effected
by way of a placing of new Ordinary Shares in the Company for
non-cash consideration. Peel Hunt will subscribe for ordinary
shares and redeemable preference shares in a Jersey incorporated
wholly owned subsidiary of the Company ("JerseyCo") for an amount
approximately equal to the net proceeds of the Placing and the REX
Retail Offer (less the proceeds from any Underwritten Shares). The
Company will allot and issue the Placing Shares and REX Retail
Offer Shares on a non-pre-emptive basis to Placees and subscribers
in the REX Retail Offer respectively in consideration for the
transfer to the Company by Peel Hunt of the ordinary shares and
redeemable preference shares in JerseyCo that will be issued to
Peel Hunt. Following such transfer, the Company will own all of the
issued ordinary and redeemable preference shares of JerseyCo, whose
only asset will be its cash reserves, which will represent an
amount approximately equal to the net proceeds of the Placing and
the REX Retail Offer (less the proceeds from any Underwritten
Shares).
The total number of Ordinary Shares to be issued pursuant to the
Placing and REX Retail Offer shall not exceed 15,700,000 Ordinary
Shares representing approximately 19.1 per cent. of the Company's
existing issued ordinary share capital.
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to listing on the
premium listing segment of the Official List of the FCA (the
"Official List") and to London Stock Exchange plc (the "London
Stock Exchange") for admission of the Placing Shares to trading on
its main market for listed securities (together, "Admission").
It is expected that Admission will become effective at or around
8.00 a.m. on 5 May 2023 (or such later time and/or date as may be
agreed between the Company and the Joint Bookrunners) and that
dealings in the Placing Shares will commence at that time.
In the event that Julian Dunkerton's shareholding in the Company
would equal or exceed 30% of the Company's enlarged issued share
capital immediately following the Equity Raise, the Company intends
to seek a waiver of the obligations under Rule 9 of The City Code
on Takeovers and Mergers (the "Takeover Code") that would
ordinarily oblige Julian Dunkerton to make a general offer for the
Company (the "Rule 9 Waiver"). The Rule 9 Waiver will also require
the approval of the Company's independent shareholders at a General
Meeting and as a result, the Placing would be conditional on that
approval being obtained. In these circumstances, Admission and
settlement of the Placing Shares would only occur following
approval of the Rule 9 Waiver at the General Meeting (which would
be expected to occur in June 2023).
Participation in, and principal terms of, the Placing 1. Each of
Liberum and Peel Hunt is acting as a joint global co-ordinator,
joint bookrunner and agent of theCompany in connection with the
Placing. 2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited toparticipate by the
Joint Bookrunners. Each of the Joint Bookrunners and their
respective agents and affiliates areeach entitled to enter bids in
the Bookbuild as principal. 3. The Issue Price payable to the Joint
Bookrunners by all Placees whose bids are successful is 76.3
penceper Placing Share. The final number of Placing Shares will be
determined by the Company (in consultation with theJoint
Bookrunners) following completion of the Bookbuild. Any discount to
the market price of the existing OrdinaryShares has been determined
in accordance with the FCA's Listing Rules published pursuant to
Part IV of FSMA andapplicable guidelines. The final number of
Placing Shares to be issued will be announced on a FCA-listed
regulatoryinformation service (a "Regulatory Information Service")
following the completion of the Bookbuild. 4. To bid in the
Bookbuild, prospective Placees should communicate their bid by
telephone or in writing totheir usual sales contact at either of
the Joint Bookrunners. Each bid should state the number of Placing
Shareswhich the prospective Placee wishes to subscribe for at the
Issue Price. Bids may be scaled down by the JointBookrunners on the
basis referred to in paragraph 11 below. 5. A bid in the Bookbuild
will be made on the terms and subject to the conditions in this
Appendix and willbe legally binding on the Placee on behalf of
which it is made and, except with the Joint Bookrunners'
consent,will not be capable of variation or revocation after the
time at which it is submitted. Each Placee's obligationswill be
owed to the Company and the Joint Bookrunners. Each Placee will
also have an immediate, separate,irrevocable and binding
obligation, owed to each of the Joint Bookrunners as agent of the
Company, to pay incleared funds immediately on the settlement date,
in accordance with the registration and settlement requirementsset
out below, an amount equal to the product of the Issue Price and
the number of Placing Shares such Placee hasagreed to subscribe for
and the Company has agreed to allot to them. 6. The Bookbuild is
expected to close at 5.00 p.m. (London time) on Wednesday 3 May
2023, but may be closedearlier or later at the absolute discretion
of the Joint Bookrunners. The Joint Bookrunners may, in agreement
withthe Company, accept bids that are received after the Bookbuild
has closed. 7. Each prospective Placee's allocation will be agreed
between the Joint Bookrunners and the Company andwill be confirmed
orally or in writing by either of the Joint Bookrunners (each as
agent of the Company) followingthe close of the Bookbuild. This
confirmation to such Placee will constitute an irrevocable legally
bindingcommitment upon that person (who will at that point become a
Placee) in favour of the Joint Bookrunners and theCompany to
subscribe for the number of Placing Shares allocated to it at the
Issue Price on the terms andconditions set out in this Appendix and
in accordance with the Company's articles of association and each
Placeewill be deemed to have read and understood this Announcement
(including this Appendix) in its entirety. 8. All obligations under
the Bookbuild and Placing will be subject to fulfilment or, where
applicable,waiver of the conditions referred to below under
"Conditions of the Placing" and to the Placing not beingterminated
on the basis referred to below under "Right to terminate under the
Placing Agreement". 9. By participating in the Bookbuild, each
Placee will agree that its rights and obligations in respect ofthe
Placing will terminate only in the circumstances described below
and will not be capable of rescission ortermination by the Placee
after confirmation (oral or otherwise) by a Joint Bookrunner. 10.
Each prospective Placee's allocation and commitment will be
evidenced by a contract note or tradeconfirmation issued to such
Placee by either of the Joint Bookrunners. The terms of this
Appendix will be deemedincorporated by reference therein. 11.
Subject to paragraphs 4 and 5 above, the Joint Bookrunners may
choose to accept bids, either in whole orin part, on the basis of
allocations determined in agreement with the Company and may scale
down any bids for thispurpose on such basis as they may determine.
The Joint Bookrunners may also, notwithstanding paragraphs 4 and
5above, subject to the prior consent of the Company (i) allocate
Placing Shares after the time of any initialallocation to any
person submitting a bid after that time; and (ii) allocate Placing
Shares after the Bookbuild hasclosed to any person submitting a bid
after that time. The Company reserves the right (upon agreement
with theJoint Bookrunners) to reduce or seek to increase the amount
to be raised pursuant to the Placing. 12. Except as required by law
or regulation, no press release or other announcement will be made
by the JointBookrunners or the Company using the name of any Placee
(or its agent), in its capacity as Placee (or agent),
otherthan with such Placee's prior written consent. 13.
Irrespective of the time at which a Placee's allocation pursuant to
the Placing is confirmed, settlementfor all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made
at the same time,on the basis explained below under "Registration
and settlement". 14. To the fullest extent permissible by law, none
of the Joint Bookrunners or the Company or any of theirrespective
affiliates or any of their respective Representatives shall have
any responsibility or liability(whether in contract, tort or
otherwise) to Placees (or to any other person whether acting on
behalf of a Placee orotherwise). In particular, none of the Joint
Bookrunners or the Company or any of their respective affiliates
orany of their respective Representatives shall have any
responsibility or liability (whether in contract, tort orotherwise
and including to the fullest extent permissible by law, any
fiduciary duties) in respect of the conductof the Bookbuild or of
such alternative method of effecting the Placing as the Joint
Bookrunners and the Companymay agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Joint Bookrunners under the Placing
Agreement in respect of the Placing Shares are conditional on,
inter alia: 1. each of the representations and warranties of the
Company contained in the Placing Agreement being trueand accurate
and not misleading on and as of the date of the Placing Agreement
and at all times before Admission; 2. the Company complying with
its obligations and undertakings under the Placing Agreement, so
far as thesame fall to be performed or satisfied on or prior to
Admission; 3. the IP transfer agreement in respect of the Company's
sale of certain of its IP rights in the AsiaPacific region not
having been terminated; 4. the arrangements for the underwriting of
the Equity Raise by Julian Dunkerton having become unconditionalin
all respects (save for Admission) and the funds advanced to the
Company by Julian Dunkerton not having beenwithdrawn prior to
Admission otherwise than in accordance with the terms of the
relevant agreement and such fundsbeing applied in accordance with
the relevant agreement; 5. in the event that Julian Dunkerton
(together with his concert parties) would, as a result of
hisacquisition of Placing Shares or REX Retail Offer Shares, be
interested in 30 per cent. or more of the Company'sordinary shares
immediately following completion of the Equity Raise, the UK Panel
on Takeovers and Mergers havinggranted the Rule 9 Waiver, and the
Rule 9 Waiver having been approved by independent shareholders of
the Company ina general meeting; 6. the Term Sheet having been
executed; 7. there not having occurred, in the good faith opinion
of the Joint Bookrunners, any material adversechange in respect of
the Company and the Group (within the meaning of the Placing
Agreement); 8. the publication by the Company of, among other
announcements, the results of the Equity Raise through aRegulatory
Information Service; 9. the Company allotting, subject only to
Admission, the Placing Shares in accordance with the terms of
thePlacing Agreement; and 10. Admission taking place by not later
than 8.00 a.m. (London time) on the long stop date (being 30
June2023 or such later time and/or date as may be agreed between
the Company and the Joint Bookrunners).
The Joint Bookrunners may at their discretion waive compliance
by the Company with certain of the conditions and/or agree an
extension in time for their satisfaction. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
If (a) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by the Joint Bookrunners)
or become incapable of fulfilment on or before the date or time
specified for the fulfilment thereof (or such later date and/or
time as the Joint Bookrunners may agree); or (b) the Placing
Agreement is terminated in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Neither the Joint Bookrunners nor any of their respective
affiliates nor any of their respective Representatives shall have
any responsibility or liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is in the absolute discretion of the Joint
Bookrunners.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate under
the Placing Agreement" below, and will not be capable of rescission
or termination by the Placee.
Restriction on further issue of securities
The Company has undertaken that it will not, and will procure
that none of its subsidiaries will, at any time between the date of
the Placing Agreement and the date which is 180 days after the date
of the Placing Agreement without the prior written consent of the
Joint Bookrunners enter into certain transactions involving or
relating to the Ordinary Shares, subject to certain customary
carve-outs agreed between the Joint Bookrunners and the
Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to such undertaking in the Placing Agreement shall be
within the absolute discretion of the Joint Bookrunners, and that
neither the Joint Bookrunners nor the Company need to make any
reference to, consult with, or seek consent from, Placees and that
the Joint Bookrunners shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant consent
or failure so to exercise.
Right to terminate under the Placing Agreement
At any time before Admission, the Joint Bookrunners are entitled
to terminate the Placing Agreement in the following circumstances,
amongst others: (i) if any of the Company's warranties or
representations are not or cease to be true and accurate or have
become misleading; or (ii) if any of the conditions have not been
satisfied (or, where capable of waiver, waived by the Joint
Bookrunners) by the date specified therein; or (iii) the IP
transfer agreement in respect of the Company's sale of certain of
its IP rights in the Asia Pacific region has been terminated; (iv)
the arrangements for the underwriting of the Equity Raise by Julian
Dunkerton has been terminated; or (v) in the good faith opinion of
the Joint Bookrunners, there shall have occurred any material
adverse change in respect of the Company and the Group (within the
meaning of the Placing Agreement); or (vi) the occurrence of a
market disruption event, as specified in the Placing Agreement; or
(vii) if the application for Admission is refused by the FCA or
London Stock Exchange.
Upon notice being given to the Company, the parties to the
Placing Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
or non-exercise by the Joint Bookrunners of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Bookrunners, and
that neither the Joint Bookrunners nor the Company need to make any
reference to, consult with, or seek consent from, Placees and that
neither the Joint Bookrunners nor the Company shall have any
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be prepared
or submitted to be approved by the FCA or submitted to the London
Stock Exchange or in any other jurisdiction in relation to the
Placing and no such prospectus is required (in accordance with the
UK Prospectus Regulation) to be published. Placees' commitments
will be made solely on the basis of their own assessment of the
Company, the Placing and the Placing Shares based on information
contained in this Announcement (including this Appendix) and any
information publicly announced to a Regulatory Information Service
by or on behalf of the Company simultaneously with or prior to the
date of this Announcement, and subject to the further terms set
forth in the contract note or trade confirmation to be provided to
individual prospective Placees. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement and all other publicly available information
previously and simultaneously published by or on behalf of the
Company by notification to a Regulatory Information Service is
exclusively the responsibility of the Company and has not be
independently verified by the Joint Bookrunners. Each Placee, by
accepting a participation in the Placing, further confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company, the Joint Bookrunners or any other person and none of the
Joint Bookrunners or the Company or any of their respective
affiliates or any of their respective Representatives will be
liable for any Placee's decision to participate in the Placing
based on any other
information, representation, warranty or statement which the
Placee may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude or limit the liability of any person for fraud or
fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B60BD277) following Admission will take place within the CREST
system, subject to certain exceptions. In the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and the Joint Bookrunners may agree that the Placing Shares should
be issued in certificated form. The Joint Bookrunners and the
Company reserve the right to require settlement for and delivery of
the Placing Shares (or a portion thereof) to Placees in
certificated form or by such other means as they deem necessary if
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or trade
confirmation stating the number of Placing Shares to be allocated
to it at the Issue Price and settlement instructions. It is
expected that such contract note or trade confirmation will be
despatched on or around 4 May 2023 and that this will also be the
trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with the relevant Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by Peel Hunt as agent for the Company and Peel Hunt will
enter its delivery (DEL) instruction into the CREST system. Peel
Hunt will hold any Placing Shares delivered to this account as
nominee for the Placees until settlement. The input to CREST by a
Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement will be on 5 May 2023 on a T+1
basis and on a delivery versus payment basis in accordance with the
instructions given to the Joint Bookrunners.
In the event that Julian Dunkerton's shareholding in the Company
would equal or exceed 30% of the Company's enlarged issued share
capital immediately following the Equity Raise, the Company intends
to seek Rule 9 Waiver from the UK Panel on Takeovers and Mergers.
The Rule 9 Waiver will also require the approval of the Company's
independent shareholders at a General Meeting and as a result, the
Placing and REX Retail Offer would be conditional on that approval
being obtained. In these circumstances, Admission and settlement of
the Placing Shares would only occur following approval of the Rule
9 Waiver at the General Meeting (which would be expected to occur
in June 2023).
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above SONIA as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the account and benefit of each of
the Joint Bookrunners, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or other similar taxes (together with any interest or
penalties thereon) imposed in any jurisdiction which may arise upon
the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on each
of the Joint Bookrunners all such authorities and powers necessary
to carry out any such transaction and agrees to ratify and confirm
all actions which each of the Joint Bookrunners lawfully takes on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
trade confirmation is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax or other similar taxes (and/or any interest,
fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of the Joint
Bookrunners or the Company shall be responsible for the payment
thereof.
Placees (or any nominee or other agent acting on behalf of a
Placee) will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each Joint Bookrunner
and the Company, in each case as a fundamental term of its
application for Placing Shares, that: 1. it has read and understood
this Announcement (including this Appendix) in its entirety and
that itsparticipation in the Bookbuild and the Placing and its
acquisition of Placing Shares is subject to and based uponall the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakingsand other information
contained herein and it undertakes not to redistribute or duplicate
this Announcement andthat it has not relied on, and will not rely
on, any information given or any representations, warranties
orstatements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company,the Placing
Shares or otherwise; 2. no offering document or prospectus has been
or will be prepared in connection with the Placing or isrequired
under the UK Prospectus Regulation, the FSMA or any other
applicable law and it has not received and willnot receive a
prospectus or other offering document in connection with Admission,
the Bookbuild, the Placing, theCompany or the Placing Shares; 3.
the Placing does not constitute a recommendation or financial
product advice and the Joint Bookrunnershave not had regard to its
particular objectives, financial situation and needs? 4. if it has
received any "inside information" concerning the Company or its
shares or other securities orrelated financial instruments in
advance of the Placing, that it has not: (i) dealt in the
securities of theCompany; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii)
disclosedsuch information to any person except as permitted by the
UK version of Market Abuse Regulation (EU) No. 596/2014as it forms
part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended ("UK MAR") and anydelegating acts, implementing
acts, technical standards and guidelines thereunder, prior to the
information beingmade publicly available; 5. it has the power and
authority to carry on the activities in which it is engaged, to
subscribe and/oracquire Placing Shares and to execute and deliver
all documents necessary for such subscription and/or acquisition;
6. none of the Joint Bookrunners or the Company or any of their
respective affiliates or any of theirrespective Representatives or
any person acting on behalf of any of them has provided, and none
of them willprovide, it with any material or information regarding
the Placing Shares or the Company or any other person otherthan
this Announcement, nor has it requested any of the Joint
Bookrunners, the Company or any of their respectiveaffiliates or
any of their respective Representatives or any person acting on
behalf of any of them to provide itwith any such material or
information; 7. (i) it has made its own assessment of the Company,
the Placing Shares and the terms of the Placing basedon this
Announcement and any information publicly announced to a Regulatory
Information Service by or on behalf ofthe Company simultaneously
with or prior to the date of this Announcement (the "Publicly
Available Information");(ii) the Company's Ordinary Shares are
listed on the Official List and the Company is therefore required
to publishcertain business and financial information in accordance
with MAR, the rules and practices of the London StockExchange and
relevant regulatory authorities (the "Exchange Information"), which
includes a description of thenature of the Company's business, most
recent balance sheet and profit and loss account, and similar
statements forpreceding years, and it has reviewed such Exchange
Information as it has deemed necessary or that it is able toobtain
or access the Exchange Information without undue difficulty; and
(iii) it has had access to such financialand other information
(including the business, financial condition, prospects,
creditworthiness, status and affairsof the Company, the Placing and
the Placing Shares, as well as the opportunity to ask questions)
concerning theCompany, the Placing and the Placing Shares as it has
deemed necessary in connection with its own investmentdecision to
acquire
any of the Placing Shares and has satisfied itself that the
information is still current andrelied on that investigation for
the purposes of its decision to participate in the Placing. Each
Placee furtheracknowledges and agrees that it has relied on its own
investigation of the business, financial or other position ofthe
Company in deciding to participate in the Placing; 8. (i) none of
the Company or the Joint Bookrunners or any of their respective
affiliates or any of theirrespective Representatives or any person
acting on their behalf has made any warranties or representations
to it,express or implied, with respect to the Company, the Placing
and the Placing Shares or the accuracy, fairness,completeness or
adequacy of the Publicly Available Information or the Exchange
Information, and each of themexpressly disclaims any liability in
respect thereof; and (ii) it will not hold the Joint Bookrunners or
any oftheir respective affiliates or any of their respective
Representatives or any person acting on their behalfresponsible for
any misstatements in or omissions from any Publicly Available
Information or any ExchangeInformation. Nothing in this paragraph
or otherwise in this Announcement excludes the liability of any
person forfraudulent misrepresentation made by that person; 9. the
content of this Announcement is exclusively the responsibility of
the Company and that neither theJoint Bookrunners nor any of their
respective affiliates nor any of their respective Representatives
nor any personacting on their behalf has or shall have any
responsibility or liability for any information, representation
orstatement contained in this Announcement or any information
previously or subsequently published by or on behalf ofthe Company,
including, without limitation, any Publicly Available Information
or Exchange Information, and willnot be liable for any Placee's
decision to participate in the Placing based on any information,
representation orstatement contained in this Announcement or any
information previously or simultaneously published by or on
behalfof the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on whichit is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares iscontained in this
Announcement and any Publicly Available Information including
(without limitation) the ExchangeInformation, such information
being all that it deems necessary and/or appropriate to make an
investment decisionin respect of the Placing Shares and that it has
neither received nor relied on any other information
given,investigation made or representations, warranties or
statements made by either of the Joint Bookrunners or theCompany or
any of their respective affiliates or any of their respective
Representatives or any person acting ontheir behalf and neither the
Joint Bookrunners nor the Company nor any of their respective
affiliates nor any oftheir respective Representatives nor any
person acting on its or their behalf will be liable for any
Placee'sdecision to accept an invitation to participate in the
Placing based on any other information, representation,warranty or
statement, provided that nothing in this paragraph excludes the
liability of any person for fraudulentmisrepresentation made by
that person; 10. it has not relied on any information relating to
the Company contained in any research reports preparedby the Joint
Bookrunners or any of their respective affiliates or any of their
respective Representatives or anyperson acting on their behalf and
understands that (i) none of the Joint Bookrunners or any of their
respectiveaffiliates or any of their respective Representatives or
any person acting on their behalf has or shall have anyliability
for public information or any representation; (ii) none of the
Joint Bookrunners or any of theirrespective affiliates or any of
their respective Representatives or any person acting on their
behalf has or shallhave any liability for any additional
information that has otherwise been made available to such Placee,
whether atthe date of publication, the date of this Announcement or
otherwise; and (iii) none of the Joint Bookrunners or anyof their
respective affiliates or any of their respective Representatives or
any person acting on their behalfmakes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of suchinformation, whether at the date of
publication, the date of this Announcement or otherwise; 11. in
making any decision to acquire Placing Shares, (i) it has such
knowledge and experience in financial,business and international
investment matters as is required to evaluate the merits and risks
of taking up thePlacing Shares; (ii) it is experienced in investing
in securities of a similar nature to the Ordinary Shares and inthe
sector in which the Company operates and is aware that it may be
required to bear, and is able to bear, theeconomic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing; (iii) ithas relied on its own
examination, due diligence and analysis of the Company and its
affiliates taken as a whole,including the markets in which the
Company and its affiliates operate, and the terms of the Placing,
including themerits and risks involved, and not upon any view
expressed or information provided by or on behalf of either of
theJoint Bookrunners; (iv) it has had sufficient time and access to
information to consider and conduct its owninvestigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax,business, currency and other economic
and financial considerations relevant to such investment and has so
conductedits own investigation to the extent it deems necessary for
the purposes of its investigation, and (v) it will notlook to the
Company, the Joint Bookrunners, any of their respective affiliates,
any of their respectiveRepresentatives or any person acting on
their behalf for all or part of any such loss or losses it or they
maysuffer; 12. it satisfies any and all standards for investors in
the Placing Shares imposed by the jurisdiction of itsresidence or
otherwise; 13. it and each account it represents is not and, at the
time the Placing Shares are acquired, will not be, aresident of
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction in which it isunlawful to make or accept an offer to
acquire the Placing Shares; 14. (i) it and each account it
represents is (a) outside the United States and will be outside the
UnitedStates at the time the Placing Shares are acquired by it and
(b) acquiring the Placing Shares in an "offshoretransaction" in
accordance with Regulation S; and (ii) it is not acquiring any of
the Placing Shares as a result ofany form of "directed selling
efforts" within the meaning of Regulation S; 15. (i) it and each
account it represents is acquiring the Placing Shares for
investment purposes, and is notacquiring the Placing Shares with a
view to the offer, sale, resale, transfer, delivery or
distribution, directlyor indirectly of any such Placing Shares in
or into Australia, Canada, Japan, the Republic of South Africa or
anyother jurisdiction in which the same would be unlawful; and (ii)
it understands, and each account it represents hasbeen advised,
that the Placing Shares have not been and will not be registered or
qualified for distribution by wayof a prospectus under the
securities legislation of Australia, Canada, Japan, the Republic of
South Africa and maynot be offered, sold, acquired, renounced,
distributed or delivered or transferred, directly or indirectly,
withinor into those jurisdictions or in any country or jurisdiction
where any such action for that purpose is required; 16. it
understands, and each account it represents has been advised that,
(i) the Placing Shares have notbeen and will not be registered
under the Securities Act or with any regulatory authority of any
state or otherjurisdiction of the United States; (ii) the Placing
Shares are being offered and sold only in an "offshoretransaction"
within the meaning of and pursuant to Regulation S under the
Securities Act; (iii) the Placing Sharesmay not be reoffered or
resold, directly or indirectly, within the United States except
pursuant to an exemptionfrom, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliancewith any applicable securities laws of any state or other
jurisdiction of the United States; and (iv) norepresentation has
been made as to the availability of any exemption under the
Securities Act or the securitieslaws of any relevant state or other
jurisdiction of the United States for the reoffer, resale, pledge
or transferof the Placing Shares; 17. it will not distribute,
forward, transfer or otherwise transmit this Announcement or any
other materialsconcerning the Placing (including any electronic
copies thereof), directly or indirectly, whether in whole or
inpart, in or into the United States, Australia, Canada, Japan or
the Republic of South Africa; 18. if it is a pension fund or
investment company, its acquisition of Placing Shares is in full
compliancewith applicable laws and regulations; 19. neither it, nor
the person specified by it for registration as holder of Placing
Shares is, or is actingas nominee or agent for, and the Placing
Shares will not be allotted to, a person who is or may be liable to
stampduty or stamp duty reserve tax under any of sections 67, 70,
93 and 96 of the Finance Act 1986 (depositary receiptsand clearance
services), it is not participating in the Placing as nominee or
agent for any person to whom theallocation, allotment, issue or
delivery of the Placing Shares would give rise to such a liability
and the PlacingShares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or
transferPlacing Shares into a clearance service; 20. it has
complied and will continue to comply with its obligations under the
Criminal Justice Act 1993, UKMAR and any delegating acts,
implementing acts, technical
standards and guidelines thereunder, and in connectionwith money
laundering and terrorist financing, under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act2000 (as amended), the
Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds(Information on the Payer) Regulations 2017
(as amended) and any related or similar rules, regulations
orguidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the "Regulations")
and the Money Laundering Sourcebook of the FCA and, if making
payment on behalf of a third party,satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required bythe Regulations. If within a reasonable time
after a request for verification of identity, the Joint
Bookrunnershave not received such satisfactory evidence, the Joint
Bookrunners may, in their absolute discretion, terminatethe
Placee's Placing participation in which event all funds delivered
by the Placee to the Joint Bookrunners willbe returned without
interest to the account of the drawee bank or CREST account from
which they were originallydebited; 21. if it is a financial
intermediary, as that term is used in Article 5 of the EU
Prospectus Regulation orArticle 5 of the UK Prospectus Regulation:
(a) any Placing Shares acquired by it in the Placing will not
beacquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resaleto, persons in any
member state of the EEA other than EU Qualified Investors or
persons in the United Kingdom otherthan UK Qualified Investors, or
in circumstances in which the prior consent of the Joint
Bookrunners has been givento each such proposed offer or resale; or
(b) where Placing Shares will be acquired by it on behalf of
persons inany member state of the EEA other than EU Qualified
Investors or persons in the United Kingdom other than UKQualified
Investors, the offer of those Placing Shares will not be treated
under the EU Prospectus Regulation or UKProspectus Regulation as
having been made to such persons; 22. it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
UnitedKingdom, except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing ofinvestments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have notresulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA; 23. it understands that any
investment or investment activity to which this Announcement
relates is availableonly to Relevant Persons and will be engaged in
only with Relevant Persons, and further understands that
thisAnnouncement must not be acted on or relied on by persons who
are not Relevant Persons; 24. if it is in a member state of the
EEA, it is an EU Qualified Investor and, to the extent applicable,
anyfunds on behalf of which it is acquiring the Placing Shares that
are located in a member state of the EEA are eachthemselves such an
EU Qualified Investor; 25. if it is in the United Kingdom, it and
any person acting on its behalf is a UK Qualified Investor and itis
a "professional client" or an "eligible counterparty" within the
meaning of chapter 3 of the FCA's Conduct ofBusiness Sourcebook;
26. it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares thatare allocated to it
for the purposes of its business only; 27. it has not offered or
sold and will not offer or sell any Placing Shares to the public in
any memberstate of the EEA except in circumstances falling within
Article 1(4) of the EU Prospectus Regulation which do notresult in
any requirement for the publication of a prospectus pursuant to
Article 3 of the EU ProspectusRegulation; 28. it has only
communicated or caused to be communicated and will only communicate
or cause to becommunicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of
theFinancial Services and Markets Act 2000, as amended ("FSMA"))
relating to the Placing Shares in circumstances inwhich section
21(1) of FSMA does not require the approval of the communication by
an authorised person and itacknowledges and agrees that this
Announcement has not been approved by the Joint Bookrunners in
their capacity asan authorised person under section 21 of FSMA and
it may not therefore be subject to the controls which would applyif
it was made or approved as a financial promotion by an authorised
person; 29. it has complied and will comply with all applicable
laws (including all relevant provisions of FSMA inthe United
Kingdom) with respect to anything done by it in relation to the
Placing Shares; 30. no action has been or will be taken by either
the Company or the Joint Bookrunners or any person actingon behalf
of the Company or the Joint Bookrunners that would, or is intended
to, permit a public offer of thePlacing Shares in any country or
jurisdiction where any such action for that purpose is required;
31. it is acting as principal only in respect of the Placing or, if
it is acting for any other person: (i) itis duly authorised to do
so and has full power to make the acknowledgments, undertakings,
representations andagreements and give the indemnities herein on
behalf of each such person? and (ii) it is and will remain liable
tothe Company and/or the Joint Bookrunners for the performance of
all its obligations as a Placee in respect of thePlacing
(regardless of the fact that it is acting for another person). Each
Placee agrees that the provisions ofthis paragraph shall survive
the resale of the Placing Shares by or on behalf of any person for
whom it is acting? 32. (i) it and any person acting on its behalf
is entitled to acquire the Placing Shares under the laws ofall
relevant jurisdictions which apply to it; (ii) it has paid any
issue, transfer or other taxes due in connectionwith its
participation in any territory; (iii) it has fully observed such
laws and obtained all such governmentaland other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and compliedwith all necessary formalities and
that it has not taken any action or omitted to take any action
which will or mayresult in the Joint Bookrunners, the Company or
any of their respective affiliates or any of their
respectiveRepresentatives acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with
thePlacing? and (iv) the acquisition of the Placing Shares by it or
any person acting on its behalf will be incompliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company,or otherwise; 33. it has
all necessary capacity and has obtained all necessary consents and
authorities to enable it tocommit to its participation in the
Placing and to perform its obligations in relation thereto
(including, withoutlimitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agreeto the terms set out or referred to in this Announcement) and
will honour such obligations; 34. it (and any person acting on its
behalf) has the funds available to pay for the Placing Shares it
hasagreed to acquire and acknowledges, agrees and undertakes that
it (and any person acting on its behalf) will makepayment for the
Placing Shares allocated to it in accordance with the terms and
conditions of this Announcement(including this Appendix) on the due
time and date set out herein, failing which the relevant Placing
Shares may beplaced with other persons or sold as the Joint
Bookrunners may in their absolute discretion determine and
withoutliability to such Placee, and it will remain liable for any
amount by which the net proceeds of such sale fallsshort of the
product of the Issue Price and the number of Placing Shares
allocated to it and may be required tobear any stamp duty or stamp
duty reserve tax or other similar taxes (together with any interest
or penalties duepursuant to the terms set out or referred to in
this Announcement) which may arise upon the sale of such
Placee'sPlacing Shares on its behalf; 35. its allocation (if any)
of Placing Shares will represent a maximum number of Placing Shares
which it willbe entitled, and required, to acquire, and that the
Joint Bookrunners or the Company may call upon it to acquire alower
number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum; 36. neither the Joint
Bookrunners nor any of their respective affiliates nor any of their
respectiveRepresentatives nor any person acting on behalf of any of
them, are making any recommendations to it or advising itregarding
the suitability or merits of any transactions it may enter into in
connection with the Placing andparticipation in the Placing is on
the basis that it is not and will not be a client of either of the
JointBookrunners and the Joint Bookrunners have no duties or
responsibilities to it for providing the protectionsafforded to
their respective clients or customers or for giving advice in
relation to the Placing nor in respect ofany representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for theexercise or performance of any of their rights
and obligations thereunder including any rights to waive or vary
anyconditions or exercise any termination right; 37. the person
whom it specifies for registration as holder of the Placing Shares
will be (i) itself; or (ii)its nominee, as the case may be. Neither
the Joint Bookrunners nor the Company will be responsible for
anyliability to stamp duty or stamp duty reserve tax or other
similar taxes resulting from a failure to observe thisrequirement.
Each Placee and any person acting on behalf of such Placee agrees
to indemnify on an after-tax basisand hold harmless the Company,
each of the Joint Bookrunners and their respective affiliates and
each of theirrespective Representatives in respect of the same on
an after-tax basis on the basis
that the Placing Shares willbe allotted to the CREST stock
account of the Joint Bookrunners (or either one of them) who will
hold them asnominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions; 38. it will
indemnify, on an after-tax basis, and hold harmless the Company,
each of the Joint Bookrunnersand their respective affiliates and
their respective Representatives from any and all costs, claims,
liabilitiesand expenses (including legal fees and expenses)
arising, directly or indirectly, out of or in connection with
anybreach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix
andfurther agrees that the provisions of this Appendix shall
survive after completion of the Placing; 39. it acknowledges that
it irrevocably appoints any director or authorised signatories of
the JointBookrunners as its agent for the purposes of executing and
delivering to the Company and/or its registrars anydocuments on its
behalf necessary to enable it to be registered as the holder of any
of the Placing Shares agreedto be taken up by it under the Placing;
40. in connection with the Placing, either of the Joint Bookrunners
and any of their respective affiliatesacting as an investor for
their own account may acquire Placing Shares and in that capacity
may acquire, retain,purchase or sell for their own account such
Ordinary Shares in the Company and any other securities of the
Companyor related investments and may offer or sell such securities
or other investments otherwise than in connection withthe Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be readas including any issue,
offering or placement of such shares in the Company to the Joint
Bookrunners or theirrespective affiliates in such capacity. In
addition, the Joint Bookrunners may enter into financing
arrangementsand swaps with investors in connection with which the
Joint Bookrunners may from time to time acquire, hold ordispose of
such securities of the Company, including the Placing Shares.
Neither the Joint Bookrunners nor theirrespective affiliates intend
to disclose the extent of any such investment or transactions
otherwise than inaccordance with any legal or regulatory obligation
to do so; 41. that each of the Joint Bookrunners and their
respective affiliates may have engaged in transactions with,and
provided various commercial banking, investment banking, financial
advisory transactions and services in theordinary course of their
business with the Company and/or its affiliates for which they
would have receivedcustomary fees and commissions. Each of the
Joint Bookrunners and their respective affiliates may provide
suchservices to the Company and/or its affiliates in the future;
42. a communication that the transaction or the book is "covered"
(i.e. indicated demand from investors inthe book equals or exceeds
the amount of the securities being offered) is not any indication
or assurance that thebook will remain covered or that the
transaction and securities will be fully distributed by the Joint
Bookrunners.The Joint Bookrunners reserve the right to take up a
portion of the securities in the Placing as a principalposition at
any stage at their sole discretion, inter alia, to take account of
the Company's objectives, MiFID IIor other regulatory requirements
and/or their allocation policies; 43. its commitment to acquire
Placing Shares on the terms set out in this Announcement (including
thisAppendix) and in the contract note or trade confirmation will
continue notwithstanding any amendment that may inthe future be
made to the terms and conditions of the Placing and that Placees
will have no right to be consultedor require that their consent be
obtained with respect to the Company's or the Joint Bookrunners'
conduct of thePlacing; 44. neither the Company nor the Joint
Bookrunners owes any fiduciary or other duties to any Placee in
respectof any acknowledgements, confirmations, representations,
warranties, undertakings or indemnities in the PlacingAgreement;
45. it may not rely on any investigation that any of the Joint
Bookrunners or any person acting on its behalfmay or may not have
conducted with respect to the Company and its affiliates, the
Placing Shares or the Placing andthe Joint Bookrunners have not
made any representation or warranty to it, express or implied, with
respect to thesuitability or merits of any transactions it may
enter into in connection with the Placing, or as to the
condition,financial or otherwise, of the Company and its
affiliates, or as to any other matter relating thereto, and
noinformation has been prepared by, or is the responsibility of,
the Joint Bookrunners for the purposes of thePlacing; 46. where it
is acquiring the Placing Shares for one or more managed accounts,
it is authorised in writing byeach managed account to acquire the
Placing Shares for each managed account and it has full power to
make theacknowledgements, representations and agreements herein on
behalf of each such account; 47. time is of the essence as regard
its obligations in respect of its participation in the Placing
underthese terms and conditions; 48. these terms and conditions and
any agreements entered into by it pursuant to these terms and
conditions(including any non-contractual obligations arising out of
or in connection with such agreements) shall be governedby and
construed in accordance with the laws of England and it submits (on
behalf of itself and on behalf of anyperson on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim,dispute or matter arising out of any such
agreements and such non-contractual obligations, except that
enforcementproceedings in respect of the obligation to make payment
for the Placing Shares (together with any interestchargeable
thereon) may be taken by either the Company or the Joint
Bookrunners in any jurisdiction in which therelevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;and 49. the Company, the Joint
Bookrunners and their respective affiliates and their respective
Representativesand others will rely upon the truth and accuracy of
the acknowledgements, representations, warranties,
indemnities,undertakings and agreements set forth herein and which
are given to each of the Joint Bookrunners on its own behalfand on
behalf of the Company and are irrevocable and it irrevocably
authorises the Company and the JointBookrunners to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicablelaw or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forthherein. It agrees that if any of the acknowledgements,
representations, warranties, undertakings and agreementsmade in
connection with its subscribing and/or acquiring of Placing Shares
is no longer true or accurate, it shallpromptly notify the Company
and the Joint Bookrunners.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company and the Joint Bookrunners and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Joint Bookrunners nor the
Company owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in
the Placing Agreement. The agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of stamp duty and stamp duty reserve tax
relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question. Such agreement is subject to
the representations, warranties and further terms above and
assumes, and is based on the warranty and representation from each
Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service. If
there are any such arrangements, or the settlement relates to any
other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes may be payable, for which
neither the Company nor the Joint Bookrunners will be responsible
and each Placee shall indemnify on an after-tax basis and hold
harmless the Company, the Joint Bookrunners and their respective
affiliates and their respective Representatives for any stamp duty
or stamp duty reserve tax or other similar tax paid or otherwise
payable by them in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify
the Joint Bookrunners accordingly.
Neither the Company nor the Joint Bookrunners is liable to bear
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable in or outside the United Kingdom by any Placee or any other
person on a Placee's acquisition of any Placing Shares or the
agreement by a Placee to acquire any Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless the
Company, each of the Joint Bookrunners and their respective
affiliates and their respective Representatives from any and all
interest, fines or penalties in relation to any such duties or
taxes.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the Joint Bookrunners
accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that the Joint Bookrunners and/ or any of
their respective affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that the Joint
Bookrunners are receiving a fee in connection with their role in
respect of the Placing as detailed in the Placing Agreement. When a
Placee or person acting on behalf of the Placee is dealing with
either of the Joint Bookrunners any money held in an account with
the relevant Joint Bookrunner on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA
made under FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules
and will be used by the relevant Joint Bookrunner in the course of
its own business; and the Placee will rank only as a general
creditor of the relevant Joint Bookrunner.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
All times and dates in this Announcement may be subject to
amendment by the Joint Bookrunners (in their absolute discretion).
The Joint Bookrunners shall notify the Placees and any persons
acting on behalf of the Placees of any changes.
In this Announcement, "aftertax basis" means in relation to any
payment made to the Company, the Joint Bookrunners or their
respective affiliates or their respective Representatives pursuant
to this Announcement where the payment (or any part thereof) is
chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account
any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
-----------------------------------------------------------------------------------------------------------------------
Dissemination of a Regulatory Announcement, transmitted by EQS
Group. The issuer is solely responsible for the content of this
announcement.
-----------------------------------------------------------------------------------------------------------------------
ISIN: GB00B60BD277
Category Code: IOE
TIDM: SDRY
LEI Code: 213800GAQMT2WL7BW361
Sequence No.: 240854
EQS News ID: 1622539
End of Announcement EQS News Service
=------------------------------------------------------------------------------------
Image link:
https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1622539&application_name=news
(END) Dow Jones Newswires
May 02, 2023 12:40 ET (16:40 GMT)
Superdry (LSE:SDRY)
Historical Stock Chart
From Jun 2024 to Jul 2024
Superdry (LSE:SDRY)
Historical Stock Chart
From Jul 2023 to Jul 2024