REG-Superdry plc Superdry plc: Result of General Meeting

SuperdryAnnouncement

14/06/2024 13:15

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Superdry plc (SDRY)
Superdry plc: Result of General Meeting

14-Jun-2024 / 13:00 GMT/BST

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE  UK
VERSION OF THE  MARKET ABUSE  REGULATION (EU  596/2014), WHICH IS  PART OF  UK LAW  BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

 

Unless otherwise stated, defined terms used in this announcement have the meanings
given to them in the Circular published by the Company on 21 May 2024.

 

14 June 2024

                                           

                                     Superdry Plc

                             (“Superdry” or the “Company”)

                                           

                                           

                              Result of General Meeting

                                           

Superdry announces the result of the General Meeting held on 14 June 2024.

 

The full text of the Resolutions voted upon are set out in the Circular and Notice  of
General Meeting that was circulated to shareholders on 21 May 2024 and can be found at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

All of the  Resolutions put to  the meeting were  approved. The Independent  Directors
(having due regard to their statutory and fiduciary duties as Directors) have  decided
to implement the Placing.

 

In making their determination, the Independent Directors took into account a number of
factors,  including  the  Company’s  liquidity  requirements,  the  interests  of  its
creditors,  participation  in  the  Open   Offer  (and  the  resultant  dilution   for
non-participating shareholders) and the level of support for the relevant Resolutions.

 

Critically, the Independent Directors consider that  the £10m gross proceeds from  the
Placing provides  greater comfort  that  the Company  will have  sufficient  liquidity
headroom to  implement  its turnaround  plan,  particularly taking  into  account  the
ongoing challenging economic environment, compared to the c.£6.9m gross proceeds  from
the Open Offer. The participation in  the Open Offer, excluding Julian Dunkerton,  was
such that the difference in dilution for  shareholders as a whole between the  Placing
and the Open Offer  was marginal (with  applications received for  the New Open  Offer
Shares, excluding Julian Dunkerton, being c.34%). 

 

Implementation of the  Placing remains subject  to the satisfaction  or waiver of  the
Conditions (including that the Restructuring Plan is sanctioned by the Court). Further
details of the expected timetable, including the anticipated date of the  cancellation
of listing of  the Existing  Ordinary Shares  on the  premium listing  segment of  the
Official List, are set out below.

 

Commenting on the result of the  General Meeting, Peter Sjӧlander, Superdry  Chairman,
said:

 

“I am pleased that our shareholders have supported the proposed Equity Raise and would
like to thank  those Shareholders who  voted in  favour of the  proposals before  them
today. This is a crucial step towards delivering the restructuring of the business and
ensuring that Superdry  is in the  best possible  shape to complete  its recovery  and
return to growth.”

 

The Resolutions put  to the General  Meeting on a  poll and the  results are  detailed
below.

 

 

                                    For            Against      Total Votes   Votes
                                                                   Cast      Withheld
Resolution         Special /   No. of     %     No. of     %      No. of      No. of
                   Ordinary    Votes             Votes             Votes      Votes
Open Offer Resolutions                                                           
1. To give                                                
directors                                                       41,759,127  55,369
authority to allot Ordinary  38,803,653 92.92% 2,955,474 7.08%
shares in the Open                                                           
Offer                                                     
2. To disapply
statutory           Special  37,606,230 90.24% 4,066,654 9.76%  41,672,884  141,612
pre-emption rights
3. To approve a    Ordinary  11,427,069 73.63% 4,093,267 26.37% 15,520,336  26,294,160
Rule 9 Waiver
4. To sub-divide              
and redesignate    Ordinary             92.66% 2,986,337 7.34%  40,703,722  98,369
Existing Ordinary            37,717,385
Shares
5. To approve
articles changes    Special  37,732,480 92.70% 2,969,771 7.30%  40,702,251  99,840
if the Open Offer
is implemented
Placing Resolutions                                                          
6. To give
directors
authority to allot Ordinary  35,044,482 86.11% 5,653,513 13.89% 40,697,995  104,096
shares in the
Placing
7. To disapply
statutory           Special  35,088,292 84.02% 6,672,446 15.98% 41,760,738  53,758
pre-emption rights
8. To approve the  Ordinary  9,055,387  58.25% 6,490,383 41.75% 15,545,770  26,268,726
Rule 9 Waiver
9. To approve a
related party      Ordinary  9,070,425  58.41% 6,458,766 41.59% 15,529,191  26,285,305
transaction
Placing Articles Changes                                                     
Resolution
10. To approve
articles changes    Special  35,277,252 86.73% 5,399,043 13.27% 40,676,295  125,796
if the Placing is
implemented
Delisting Resolution                                                         
11. To approve the  Special  37,478,612 89.91% 4,205,235 10.09% 41,683,847  130,649
delisting

 

 

 

The total number of shares on the register  at 6:00 p.m. on 12 June 2024, being  those
eligible to be voted on at the General Meeting, was 99,178,336.

 

A ‘Vote Withheld’ is not a vote in law and has not been counted in the calculation  of
the proportion of the votes ‘For’ and ‘Against’ a resolution.

 

The  voting  result  will  shortly  be  available  on  the  Superdry  plc  website  at
https://corporate.superdry.com/investors/shareholder-information/shareholder-meetings/

 

In accordance  with  Listing  Rule  9.6.2,  a copy  of  the  Resolutions  approved  by
shareholders will  be  submitted  as  soon as  practicable  to  the  National  Storage
Mechanism     and      will     be      available     shortly      for      inspection
at  1 https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

Expected Timetable

 

                                                                                  2024
Restructuring Plan sanction hearing                                     17 and 18 June
Effective Date of Restructuring Plan                                           18 June
Last day of dealings in Existing Ordinary Shares on the Main                   12 July
Market
Cancellation of listing of the Existing Ordinary Shares on the    8.00 a.m. on 15 July
premium listing segment of the Official List
Expected date of completion of the Placing                                     15 July
Unconditional allotment of New Placing Shares                                  15 July

 

 

Enquiries

Superdry

Peter Sjӧlander, Chairman                                          +44 (0) 1242 586747

 
Peel Hunt LLP (Sponsor and Financial Adviser to Superdry)

George Sellar
                                                                  +44 (0) 207 418 8900
Michael Nicholson
                                                                   
Andrew Clark

 
Brunswick Group LLP (Financial PR to Superdry)
                                                                  +44 (0) 207 404 5959
Tim Danaher
                                                                                      
N. M. Rothschild & Sons Limited (Financial Adviser to Julian
Dunkerton)
                                                                  +44 (0) 121 600 5252
John Byrne

Charles Fenwick

 

The person responsible for releasing this announcement is Jennifer Richardson, General
Counsel & Company Secretary.

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Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

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   ISIN:           GB00B60BD277
   Category Code:  ROM
   TIDM:           SDRY
   LEI Code:       213800GAQMT2WL7BW361
   OAM Categories: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   328151
   EQS News ID:    1925765


    
   End of Announcement EQS News Service

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