Superdry plc: Publication of Circular and Notice of General Meeting

20 October 2023

Superdry Plc

(“Superdry” or the “Company”)

Publication of Circular and Notice of General Meeting

On 4 October 2023, Superdry announced that it had signed an IP joint venture agreement with Reliance Brands Holding UK Ltd, and agreements for the sale of Superdry’s intellectual property assets, including the SUPERDRY brand and related trademarks (together, the “South Asian IP”) in India, Sri Lanka, and Bangladesh to the joint venture vehicle (the “Proposed Disposal”, and together with the joint venture, the “Transaction”). The consideration for the sale of the South Asian IP is £40 million (£30.4 million gross cash proceeds; £28.3 million net of transaction costs and taxation).

The Company is pleased to announce that a circular regarding the Transaction (the “Circular”) has been published today, having been approved by 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 website notification 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 the approval of Superdry’s shareholders at a general meeting of the Company and the approval of Superdry’s lenders. 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 8 November 2023 at 10:00 a.m. (the “General Meeting”) at which an ordinary resolution will be proposed for Superdry’s shareholders to approve the Transaction.

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, 26,358,221 ordinary shares and representing approximately 26.91 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 set out in the Circular.

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, Completion will occur on 22 November 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

Superdry

Shaun Wills     [email protected]        44 (0) 1242 586747

Chris MacDonald              [email protected]     44 (0) 1242 586747

Joint Corporate Brokers

Liberum Capital Limited

John Fishley         44 (0) 2031 002000

Edward Thomas       

Peel Hunt LLP

George Sellar            44 (0) 2074 188900

Andrew Clark       

Media Enquiries  

Tim Danaher                 [email protected]   44 (0) 207 4045959

The person responsible for arranging this announcement on behalf of Superdry Plc is Shaun Wills, Chief Financial Officer.

Important Notices

Liberum Capital Limited (the “Sponsor”) is authorised and regulated in the United Kingdom by the Financial Conduct Authority. The Sponsor is acting exclusively for Superdry as sponsor and for no one else in connection with the Transaction and will not be responsible to anyone other than Superdry for providing the protections afforded to the respective clients of the Sponsor or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

This announcement has been issued by, and is the sole responsibility of, Superdry Plc. Neither the Sponsor nor any of its affiliates accepts any responsibility whatsoever for the contents of this announcement, including its accuracy, completeness and verification or for any other statement made or purported to be made by it or on its behalf in connection with the Company or the Transaction. No representation or warranty, express or implied, is made by the Sponsor as to the accuracy, completeness or verification of the information set forth in this announcement and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Accordingly, save for the responsibility of the Sponsor under the Financial Services and Markets Act 2000 (as amended), the Sponsor and its affiliates disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

No statement in this announcement is intended to be a profit forecast or estimate for any period.