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
Superdry
Peter Sjӧlander,
Chairman
Shaun Wills, Chief Financial
Officer
|
+44 (0) 1242
586747
|
Peel Hunt
(Financial Adviser to Superdry)
George Sellar
Michael Nicholson
Andrew Clark
Edward Lowe
|
+44 (0) 20 7418
8900
|
Brunswick Group
(Financial PR)
Tim Danaher
|
+44 (0) 20 7404
5959
|
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.