Superdry plc: Extension of PUSU deadline

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”)

THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER MAY BE MADE

FOR IMMEDIATE RELEASE

1 March 2024

Extension of PUSU deadline

On 2 February 2024, Superdry (“Superdry” or the “Company”) announced that it had previously consented to Julian Dunkerton, Chief Executive Officer, exploring the possibility of making a cash offer for the issued and to be issued share capital of the Company not already owned by him and that he was engaged in discussions with Potential Sponsors.

In accordance with Rule 2.4(c) of the Code, Julian Dunkerton was required pursuant to Rule 2.6(a) of the Code, by not later than 5.00 p.m. on 1 March 2024 (the “relevant deadline”), to either (i) announce a firm intention to make an offer for Superdry in accordance with Rule 2.7 of the Code or (ii) announce that he does not intend to make an offer for Superdry.

Discussions with Julian Dunkerton and Potential Sponsors regarding a possible offer for the Company remain ongoing alongside the Company’s continued work on its turnaround plan, including its exploration of various material cost saving options, which is expected to be an important element of any such offer. In accordance with Rule 2.6(c) of the Code, the Company has requested, and the Takeover Panel has consented to, an extension of the relevant deadline to 5.00 p.m. on 29 March 2024. By this time Julian Dunkerton must either announce a firm intention to make an offer for Superdry in accordance with Rule 2.7 of the Code or announce that he does not intend to make an offer for Superdry, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This new deadline will only be extended with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.

There can be no certainty that any offer for Superdry will be made.

A further announcement will be made as appropriate.

The Company remains in an “offer period” as defined in the Code. Accordingly, the dealing disclosure requirements listed below apply.

Enquiries

Capitalised words and expressions not otherwise defined in this announcement shall have the meaning given in the announcement made by the Company on 2 February 2024.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of Superdry at https://www.corporate.superdry.com/investors promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Other notices

Peel Hunt which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for Superdry and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Superdry for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise.