Superdry plc (SDRY) Superdry plc: CIR-Circ re. Publication of
Circular and Notice of General Meeting 12-May-2023 / 11:45
GMT/BST
-----------------------------------------------------------------------------------------------------------------------
12 May 2023
Superdry PLC
("Superdry" or the "Company")
Publication of Circular and Notice of General Meeting
On 22 March 2023, Superdry announced that it had entered into an
agreement to dispose of its intellectual property ( "IP") assets in
certain countries within the Asia Pacific ("APAC") region for USD50
million USD (GBP34 million net of transaction costs and taxation)
(the "Transaction").
The Company is pleased to announce that a circular regarding the
Transaction (the "Circular") has been published today, having
received approval from the Financial Conduct Authority (the "FCA").
The Circular will be sent to the Company's shareholders (other than
those who have elected for notification by electronic communication
only) shortly.
The Transaction constitutes a Class 1 transaction for Superdry
under the FCA's Listing Rules and completion of the Transaction
("Completion") is conditional upon, among other things, the
approval of Superdry's shareholders at a general meeting of the
Company. Accordingly, the Circular contains a notice convening a
general meeting of the Company which is to be held at Unit 60, The
Runnings, Cheltenham GL51 9NW on 30 May 2023 at 10 a.m. (the
"General Meeting") at which an ordinary resolution will be proposed
for Superdry's shareholders to approve the Transaction.
The Circular also contains information about a proposed
amendment to the articles of association of the Company to remove
certain borrowing restrictions of the Company (the "Articles
Change"). The Articles Change is subject to the approval of the
Company's shareholders by way of special resolution, which will be
put to shareholders at the General Meeting.
The Board considers the Transaction (and the resolution to
approve the Transaction) to be in the best interests of Superdry
and its shareholders as a whole and unanimously recommends that
shareholders vote in favour of the resolutions. The Company has
received irrevocable undertakings from each of the Directors who
are shareholders to vote in favour of the resolutions in respect of
their own beneficial holdings, amounting to, in aggregate,
25,046,896 Ordinary Shares and representing approximately 25.58 per
cent. of the total issued share capital of the Company.
Voting by proxy
The Directors of Superdry strongly recommend that shareholders
vote by proxy as soon as possible and to appoint the Chair of the
General Meeting as their proxy. Further information as to how to
vote by proxy can be found in the Notice of General Meeting.
If you have any questions about the Circular, the General
Meeting or about the completion and return of the Form of Proxy,
please call the Computershare shareholder helpline between 8.30
a.m. and 5.30 p.m. (London (UK) time) Monday to Friday (except
public holidays in England and Wales) on 0370 889 3102 or on +44
(0370) 889 3102 from outside the UK. Please note that calls may be
monitored and/or recorded and the helpline cannot provide
financial, legal or tax advice or advice on the merits of the
Proposed Disposal.
General
The Board expects that, subject to the satisfaction of the
conditions precedent to the Transaction, Closing will occur on 30
May 2023.
A copy of the Circular will be submitted to the National Storage
Mechanism and the Circular will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In
addition, a copy of the Circular will be available for inspection
on the Company's website at
https://corporate.superdry.com/investors/ from the date of this
announcement up to and including the date of the General Meeting
and for the duration of the General Meeting.
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 Sponsors and Joint Corporate Brokers
Peel Hunt LLP +44 (0) 2074 188900
George Sellar
Mike Burke
Andrew Clark
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.
Important Notices
This announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire ordinary
shares in the capital of the Company.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will",
"would" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not historical facts. They
appear in a number of places throughout this announcement and
include statements regarding the directors of the current Company's
intentions, beliefs or expectations concerning, among other things,
the Company's results of operations, financial condition,
liquidity, prospects, growth, strategies and the Company's markets.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Actual results and developments could differ materially from those
expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements in this announcement
are based on certain factors and assumptions, including the
directors of the Company's current view with respect to future
events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Company's
operations, results of operations, growth strategy and liquidity.
Whilst the directors of the Company consider these assumptions to
be reasonable based upon information currently available, they may
prove to be incorrect. Save as required by applicable law or the
Listing Rules of the FCA or the Disclosure Guidance and
Transparency Rules of the FCA, the Company undertakes no obligation
to release publicly the results of any revisions to any
forward-looking statements in this announcement that may occur due
to any change in the directors of the Company's expectations or to
reflect events or circumstances after the date of this
announcement.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement.
All references to time in this announcement are to London time
unless otherwise stated.
-----------------------------------------------------------------------------------------------------------------------
Dissemination of a Regulatory Announcement, transmitted by EQS
Group. The issuer is solely responsible for the content of this
announcement.
-----------------------------------------------------------------------------------------------------------------------
ISIN: GB00B60BD277
Category Code: CIR
TIDM: SDRY
LEI Code: 213800GAQMT2WL7BW361
Sequence No.: 243468
EQS News ID: 1632091
End of Announcement EQS News Service
=------------------------------------------------------------------------------------
Image link:
https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1632091&application_name=news
(END) Dow Jones Newswires
May 12, 2023 06:45 ET (10:45 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