THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014), WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

 

Unless otherwise stated, defined terms used in this announcement have the meanings given to them in the Circular published by the Company on 21 May 2024.

 

14 June 2024

 

Superdry Plc

 (“Superdry” or the “Company”)

 

 

Result of General Meeting

 

Superdry announces the result of the General Meeting held on 14 June 2024.

 

The full text of the Resolutions voted upon are set out in the Circular and Notice of General Meeting that was circulated to shareholders on 21 May 2024 and can be found at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

All of the Resolutions put to the meeting were approved. The Independent Directors (having due regard to their statutory and fiduciary duties as Directors) have decided to implement the Placing.

 

In making their determination, the Independent Directors took into account a number of factors, including the Company’s liquidity requirements, the interests of its creditors, participation in the Open Offer (and the resultant dilution for non-participating shareholders) and the level of support for the relevant Resolutions.

 

Critically, the Independent Directors consider that the £10m gross proceeds from the Placing provides greater comfort that the Company will have sufficient liquidity headroom to implement its turnaround plan, particularly taking into account the ongoing challenging economic environment, compared to the c.£6.9m gross proceeds from the Open Offer. The participation in the Open Offer, excluding Julian Dunkerton, was such that the difference in dilution for shareholders as a whole between the Placing and the Open Offer was marginal (with applications received for the New Open Offer Shares, excluding Julian Dunkerton, being c.34%). 

 

Implementation of the Placing remains subject to the satisfaction or waiver of the Conditions (including that the Restructuring Plan is sanctioned by the Court). Further details of the expected timetable, including the anticipated date of the cancellation of listing of the Existing Ordinary Shares on the premium listing segment of the Official List, are set out below.

 

Commenting on the result of the General Meeting, Peter Sjӧlander, Superdry Chairman, said:

 

“I am pleased that our shareholders have supported the proposed Equity Raise and would like to thank those Shareholders who voted in favour of the proposals before them today. This is a crucial step towards delivering the restructuring of the business and ensuring that Superdry is in the best possible shape to complete its recovery and return to growth.”

 

The Resolutions put to the General Meeting on a poll and the results are detailed below.

 

 

		For		Against		Total Votes Cast	Votes Withheld
Resolution	Special / Ordinary	No. of Votes	%	No. of Votes	%	No. of Votes	No. of Votes
Open Offer Resolutions
1. To give directors authority to allot shares in the Open Offer	Ordinary	38,803,653	92.92%	2,955,474	7.08%	41,759,127	55,369
2. To disapply statutory pre-emption rights	Special	37,606,230	90.24%	4,066,654	9.76%	41,672,884	141,612
3. To approve a Rule 9 Waiver	Ordinary	11,427,069	73.63%	4,093,267	26.37%	15,520,336	26,294,160
4. To sub-divide and redesignate Existing Ordinary Shares	Ordinary	37,717,385	92.66%	2,986,337	7.34%	40,703,722	98,369
5. To approve articles changes if the Open Offer is implemented	Special	37,732,480	92.70%	2,969,771	7.30%	40,702,251	99,840
Placing Resolutions
6. To give directors authority to allot shares in the Placing	Ordinary	35,044,482	86.11%	5,653,513	13.89%	40,697,995	104,096
7. To disapply statutory pre-emption rights	Special	35,088,292	84.02%	6,672,446	15.98%	41,760,738	53,758
8. To approve the Rule 9 Waiver	Ordinary	9,055,387	58.25%	6,490,383	41.75%	15,545,770	26,268,726
9. To approve a related party transaction	Ordinary	9,070,425	58.41%	6,458,766	41.59%	15,529,191	26,285,305
Placing Articles Changes Resolution
10. To approve articles changes if the Placing is implemented	Special	35,277,252	86.73%	5,399,043	13.27%	40,676,295	125,796
Delisting Resolution
11. To approve the delisting	Special	37,478,612	89.91%	4,205,235	10.09%	41,683,847	130,649

 

 

 

The total number of shares on the register at 6:00 p.m. on 12 June 2024, being those eligible to be voted on at the General Meeting, was 99,178,336.

 

A ‘Vote Withheld’ is not a vote in law and has not been counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a resolution.

 

The voting result will shortly be available on the Superdry plc website at https://corporate.superdry.com/investors/shareholder-information/shareholder-meetings/

 

In accordance with Listing Rule 9.6.2, a copy of the Resolutions approved by shareholders will be submitted as soon as practicable to the National Storage Mechanism and will be available shortly for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

Expected Timetable

 

	2024
Restructuring Plan sanction hearing	17 and 18 June
Effective Date of Restructuring Plan	18 June
Last day of dealings in Existing Ordinary Shares on the Main Market	12 July
Cancellation of listing of the Existing Ordinary Shares on the premium listing segment of the Official List	8.00 a.m. on 15 July
Expected date of completion of the Placing	15 July
Unconditional allotment of New Placing Shares	15 July

 

 

Enquiries

Superdry Peter Sjӧlander, Chairman	+44 (0) 1242 586747
Peel Hunt LLP (Sponsor and Financial Adviser to Superdry) George Sellar Michael Nicholson Andrew Clark	+44 (0) 207 418 8900
Brunswick Group LLP (Financial PR to Superdry) Tim Danaher	+44 (0) 207 404 5959
N. M. Rothschild & Sons Limited (Financial Adviser to Julian Dunkerton) John Byrne Charles Fenwick	+44 (0) 121 600 5252

 

The person responsible for releasing this announcement is Jennifer Richardson, General Counsel & Company Secretary.