Superdry plc: DIS-Disposal

SuperdryPlc

(Superdry or the Company)

22 March 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO. 596/2014, WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

Superdry brand to expand reach in APAC region following IP agreement.

Superdry is pleased to announce that it has signed an IP Transfer Agreement (the Agreement) with Cowell Fashion Company Ltd (Cowell), a listed company based in South Korea, for the sale of Superdrys intellectual property (IP) assets in certain countries within the Asia Pacific ("APAC") region (the Disposal or Sale), for an upfront fee of $50 million USD, payable in cash.

Cowell is an experienced local operator within the APAC region and has been listed on the South Korean stock exchange since April 2015. Cowells operations focus on licensing and manufacturing apparel products for established global brands across product areas including underwear, sportswear, and accessories, and they are ideally positioned to appreciate and maximise Superdrys potential across the region.

The Agreement means Cowell will own and use the Superdry brand in key APAC markets, starting with its home market of South Korea and extending to others including China, with Superdry and Cowell working together to develop products relevant for those markets.

Superdry plans to build a collaborative partnership with Cowell, capitalising on the shift in consumer preferences in Asia towards lifestyle product, by working with Cowell to design and develop market-relevant product which remains consistent with the Superdry brand heritage.

Superdry will provide certain support and know-how relating to the Superdry brand to Cowell during the first two years following completion of the Sale. In consideration for these services, an additional management fee of $1.0 million USD, comprising two payments of $500,000 USD each, is also payable, in cash, directly to Superdry, with the first instalment being payable on completion and the second instalment being payable on the first anniversary of completion.

Speaking today about the Agreement with Cowell, Julian Dunkerton, Superdrys Chief Executive Officer and Founder, said:

This agreement offers the Superdry brand a fantastic opportunity to expand its global reach, whilst providing additional funding to help deliver our turnaround programme in the face of the challenging consumer landscape. Im absolutely thrilled by the opportunity to work together with Cowell to create inspiring products consistent with our brand heritage and build out across the APAC market.

Cowell Fashion Chairman Lee Sun-seop stated his aspirations earlier today:

"The collaboration between Cowell Fashion, which has state of the art planning, design, and production know-how, and Superdry PLC, which has a long history of innovation and brand power, can be said to be the beginning of a paradigm shift in the Korean fashion industry. With the two companies aligned together through explosive synergy, the plan to grow Superdry into a Superbrand across Asia is an exciting proposition as long term partners.

Nature of the transaction

The Agreement comprises the assignment of all of Superdrys IP assets in the APAC region, but excludes India, Bangladesh, Pakistan, Sri Lanka, Australia and New Zealand where Superdry will retain its IP rights. Superdry will also retain all its IP rights outside of the APAC region. The Disposal constitutes the permanent transfer of the relevant IP assets, subject to Superdry having a right of first refusal to buy back the IP assets if Cowell wishes to sell or otherwise dispose of any such IP, or if Cowell wishes to allow any IP registrations to lapse. The Agreement includes provisions to support long-term collaboration between the parties including terms relating to: the ownership and use of new designs; Superdry facilitating introductions for Cowell to third parties in the APAC region; both parties engagement in meetings to facilitate cooperation between their respective creative and production teams; Cowells compliance with Superdry brand guidelines; the inclusion of restrictive covenants which are customary in IP co-existence arrangements; and the maintenance and enforcement of IP.

In addition, the Agreement includes provisions granting Superdry a perpetual, irrevocable, and sub-licensable licence to enable Superdry to continue manufacturing (or engaging third parties to manufacture) goods in the APAC region. It will also allow Superdry to fulfil its obligations and contracts with its existing long-standing wholesale relationships in the region until their expiry, enabling Cowell to focus its initial attention on developing the Superdry brand and presence in its home market of South Korea.

The Agreement contemplates the intention of Superdry and Cowell to enter into an ancillary arrangement under which Superdry may purchase, and Cowell may supply, certain finished products. Any such arrangement is subject to both parties agreeing terms on sustainability, quality and pricing and concluding a formal manufacturing and supply agreement.

The Sale, which has been approved by the Superdry Board, is conditional on:

1. approval being obtained from Superdrys shareholders;

2. approval being obtained from Superdry's lender;

3. Superdry and Cowell concluding an escrow agreement for the payment of the consideration into an escrow account pending completion of the Disposal; and

4. Cowell having deposited 90% of the consideration (being $45 million USD) into such escrow account,

(collectively, the Conditions Precedent).

Subject to the Conditions Precedent having been satisfied within 3 months following the date of the Agreement, with an option to extend that period in certain limited circumstances, completion of the Disposal will take place on the first business day following satisfaction of the Conditions Precedent.

Background to and reasons for the Sale

Superdry believes that the partnership with Cowell will provide the best opportunities for the future growth of the Superdry brand in the APAC region and allows the Company to focus on growing its brand and increasing sales in its more established territories where it has strongest expertise.

Superdry previously announced its exit from the Chinese market, following an amicable agreement with its former partner, which was finalised in 2020 after material losses were incurred and has no plans to re-enter the market itself in the foreseeable future. Despite its continued presence in a number of APAC territories, significant further investment would be required to rebuild the Companys previous scale and volumes across the other territories in the region, particularly in China, and the Company believes this is more likely to be successfully delivered through a third-party partner.

For the financial year to 30 April 2022, the IP assets subject to the Disposal generated approximately 1.2% of total Group sales and contributed revenue of £7.4 million and profit before tax of approximately £2.5 million, excluding centralised costs allocation. The carrying value of the gross assets that are included in the Disposal is estimated to be £nil.

Application of the Sale proceeds

Following satisfaction of the Conditions Precedent, and on or before the completion of the Sale, Superdry expects to receive total proceeds of approximately £34m net of transaction costs and taxation. The net proceeds from the Sale will be used to increase the strength of the Companys balance sheet, boost liquidity, and fund its ongoing working capital requirements, including the implementation of a significant cost reduction programme. The Company is also considering additional steps to further strengthen its balance sheet in connection with its turnaround programme, which is being delivered in a challenging market, which could include a potential equity issue.

Class 1 Transaction

The Sale constitutes a Class 1 transaction for Superdry under the Financial Conduct Authoritys Listing Rules. Completion of the Sale is therefore conditional on the approval of Superdrys shareholders. Superdry intends to send a circular to its shareholders and convene a general meeting for the purpose of seeking the required approval, as soon as reasonably possible and will make a further announcement when it does so. More details regarding the Agreement will be contained in the circular that will be sent to shareholders in due course.

Peel Hunt LLP and Liberum Capital Limited are acting as Joint Sponsors to Superdry in connection with the transaction.

For further information

Superdry

Shaun Wills     shaun.wills@superdry.com          44 (0) 1242 586747

Chris Birks                    investor.relations@superdry.com             44 (0) 1242 586747

Chris Macdonald

Joint Corporate Brokers and Joint Sponsors

Peel Hunt LLP

George Sellar                44 (0) 2074 188900

Mike Burke

Andrew Clark       

Liberum Capital Limited

John Fishley                44 (0) 2031 002000

Edward Thomas       

Media Enquiries  

Tim Danaher                 superdry@brunswickgroup.com                      44 (0) 207 4045959

The person responsible for arranging this announcement on behalf of Superdry Plc is Shaun Wills, Chief Financial Officer.

Inside information

The information contained within this announcement is deemed by Superdry Plc to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). On publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Important Notices

Each of Peel Hunt LLP and Liberum Capital Limited (together, the Joint Sponsors) is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Each of

the Joint Sponsors is acting exclusively for Superdry as sponsor and for no one else in connection with the Disposal, and will not be responsible to anyone other than Superdry for providing the protections afforded to the respective clients of the Joint Sponsors or for providing advice in relation to the Disposal, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

This announcement has been issued by, and is the sole responsibility of, Superdry Plc. None of the Joint Sponsors or any of their respective affiliates accepts any responsibility whatsoever for the contents of this announcement, including its accuracy, completeness and verification or for any other statement made or purported to be made by it or on its behalf in connection with the Company or the Disposal. No representation or warranty, express or implied, is made by the Joint Sponsors as to the accuracy, completeness or verification of the information set forth in this announcement and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Accordingly, save for the responsibility of the Joint Sponsors under the Financial Services and Markets Act 2000 (as amended), each of the Joint Sponsors and their respective affiliates disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

No statement in this announcement is intended to be a profit forecast or estimate for any period.