Rule 2.8 Announcement

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 Charles Fenwick

[phone]

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.

 

END