THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE")
FOR
IMMEDIATE RELEASE
28
March 2024
Statement Regarding Superdry
plc
Following a period of engagement
with the Transaction
Committee (being the Company's Board
of Directors excluding Julian Dunkerton) of
Superdry plc ("Superdry" or
the "Company"),
Julian Dunkerton, Founder and Chief
Executive Officer of Superdry, and the
Transaction Committee have, together, concluded that a takeover
offer from Julian Dunkerton for the Company is unlikely to deliver
an outcome for shareholders, or stakeholders more broadly, that the
Transaction Committee and Julian Dunkerton are confident can be
executed in the context of the Company's ongoing work on its
turnaround plan and material cost saving options.
However, Julian Dunkerton remains
fully committed to the Company over the long-term and is in
discussions with the Company in respect of alternative structures,
including a possible equity raise fully underwritten by Julian
Dunkerton, which would provide additional liquidity headroom for
the Company's turnaround plan. It is expected that any equity raise
would be at a very material discount to the current share price,
require shareholder approval of a Rule 9 waiver (as referred in
Note 1 of the Notes on Dispensations from Rule 9 of the Code) and
be conditional on a de-listing of the Company. A further
announcement will be made as appropriate. There can be no certainty
that a transaction with Julian Dunkerton will be agreed.
This is a
statement to which Rule 2.8 of the Code applies.
For the purposes of Note 2 on Rule
2.8 of the Code, Julian Dunkerton and any person(s) acting in
concert with him reserve the right to make or participate in an offer for
Superdry (and/or take any other actions which would otherwise be
restricted under Rule 2.8 of the Code) within the next six months
following the date of this announcement in the following
circumstances:
(i) with the
agreement of the Transaction Committee;
(ii) following
the announcement of a firm intention to make an offer for Superdry
by or on behalf of a third party;
(iii) following the
announcement by Superdry of a Rule 9 waiver proposal (as described
in Note 1 of the Notes on Dispensations from Rule 9 of the Takeover
Code) (excluding a Rule 9 waiver proposal by Julian Dunkerton) or a
reverse takeover (as defined in the Code); or
(iv) where the
Takeover Panel has determined that there has been a material change
of circumstances.
Enquiries:
N.
M. Rothschild & Sons Limited (Financial Adviser to Julian
Dunkerton)
|
John Byrne
Charles Fenwick
|
+44 (0)121 600 5252
|
Important notice related to Financial
Adviser
N. M. Rothschild & Sons Limited
("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Julian
Dunkerton and for no one else in connection with the subject matter
of this announcement and will not be responsible to anyone other
than Julian Dunkerton for providing the protections afforded to its
clients or for providing advice in connection with the subject
matter of this announcement.
