Superdry plc (SDRY) Superdry plc: ROI-Result of Equity Issue
04-May-2023 / 07:00 GMT/BST
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THIS ANNOUNCEMENT 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RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR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.
Terms defined in the Placing Announcement on 2 May 2023 have the
same meanings in this announcement (the "Announcement") unless the
context provides otherwise.
4 May 2023
Superdry PLC
("Superdry" or the "Company")
Results of Equity Raise
Superdry announces the successful completion of the Equity Raise
announced on 2 May 2023, raising gross proceeds of approximately
GBP12 million.
The Equity Raise comprised a Placing and REX Retail Offer.
The Placing raised gross proceeds of approximately GBP11.1
million. A total of 14,489,642 Placing Shares have been placed by
Peel Hunt and Liberum with certain institutional and other
investors at an issue price of 76.3 pence per share (the "Issue
Price").
Retail investors have subscribed via the REX platform for a
total of 1,210,358 REX Retail Offer Shares at the Issue Price,
raising gross proceeds of approximately GBP0.9 million.
In aggregate, the Equity Raise comprises 15,700,000 New Ordinary
Shares, representing approximately 19.1 per cent of the Company's
existing issued share capital and will raise gross proceeds of
approximately GBP12 million. The Offer Price represents a 9.9 per
cent discount to the closing share price of 84.7 pence on 2 May
2023.
The New Ordinary Shares will, when issued, be credited as fully
paid and rank pari passu in all respects with each other and with
the existing Ordinary Shares, including, without limitation, the
right to receive all dividends and other distributions declared,
made or paid after the date of issue.
Directors' participation in the Equity Raise
The following Directors have participated in the Equity Raise as
follows:
Name Existing beneficial interest in % Number of New Interest in ordinary shares of the %
ordinary shares of the Company Ordinary Shares Company after Admission
Julian 20,338,921 24.74% 4,500,000 24,838,921 25.37%
Dunkerton
Alistair 30,000 <0.01% 10,000 40,000 <0.01%
Miller
Helen Weir 10,000 <0.01% 1,910 11,910 <0.01%
Related party transaction
Julian Dunkerton is a director and a substantial shareholder of
the Company and accordingly, pursuant to Listing Rule 11.1.4R,
Julian Dunkerton is a related party of the Company. Mr. Dunkerton's
has agreed to acquire 4,500,000 Placing Shares under, and on the
terms and conditions of, the Placing, for an aggregate
consideration of approximately GBP3.4 million. Mr. Dunkerton's
participation in the Placing constitutes a "smaller" related party
transaction and falls within Listing Rule 11.1.10R and this
announcement is therefore made in accordance with Listing Rule
11.1.10R(2)(c).
Admission
Applications have been made to the Financial Conduct Authority
(the "FCA") for admission of the New Ordinary Shares to the premium
listing segment of the Official List maintained by the FCA and to
the London Stock Exchange plc (the "LSE") for admission of the New
Ordinary Shares to trading on the LSE's main market for listed
securities (together, "Admission"). Admission and settlement of the
New Ordinary Shares is expected to take place on or before 8.00
a.m. on 5 May 2023.
The Placing and the REX Retail Offer are conditional upon, inter
alia, Admission becoming effective and the Placing Agreement
becoming unconditional and not being terminated in accordance with
its terms.
Total Voting Rights
Following Admission, the Company will have a total of 97,901,937
Ordinary Shares in issue (with no shares held in treasury).
Therefore, the total number of voting rights in Superdry following
Admission will be 97,901,937. With effect from Admission, this
figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in the
Company, under the Disclosure Guidance and Transparency Rules of
the FCA.
For further information, please contact:
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 AND THE INFORMATION CONTAINED HEREIN 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 NEW ORDINARY 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 Equity Raise
and/or the offer or sale of the New Ordinary 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 New Ordinary Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary 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 Equity Raise
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 New Ordinary Shares or the Equity Raise 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 Equity Raise.
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 New Ordinary 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.
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 New Ordinary Shares to be issued pursuant to the Equity
Raise will not be admitted to trading on any stock exchange other
than the Main Market for listed securities of the London Stock
Exchange.
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 New Ordinary Shares have been subject to a product
approval process, which has determined that such New Ordinary
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
New Ordinary Shares may decline and investors could lose all or
part of their investment; the New Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the New Ordinary 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 Equity Raise. 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 New Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary 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 New Ordinary Shares have been subject to a product approval
process, which has determined that such New Ordinary 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 New Ordinary Shares may decline and
investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary 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 Equity Raise. 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 New Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
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Dissemination of a Regulatory Announcement, transmitted by EQS
Group. The issuer is solely responsible for the content of this
announcement.
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ISIN: GB00B60BD277
Category Code: ROI
TIDM: SDRY
LEI Code: 213800GAQMT2WL7BW361
Sequence No.: 241206
EQS News ID: 1623913
End of Announcement EQS News Service
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