REG - Julian M Dunkerton Superdry PLC - Rule 2.8 Announcement

SuperdryAnnouncement

28/03/2024 16:45

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RNS Number : 7874I  Julian Marc Dunkerton  28 March 2024

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        +44 (0)121 600 5252

 Charles Fenwick

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.

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