Superdry plc: Response to announcement by Julian Dunkerton

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS INCORPORATED INTO UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

28 March 2024

Superdry plc

(“Superdry” or the “Company”)

Response to announcement by Julian Dunkerton

The Company notes today’s announcement from Julian Dunkerton that he does not intend to make an offer for Superdry and, as a result, confirms that the Company is no longer in an offer period.

Following a period of engagement, the Transaction Committee and Julian Dunkerton have, together, concluded that a takeover offer from Julian Dunkerton for Superdry 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, the Company remains in discussions with Julian Dunkerton 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.

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

Enquiries

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the UK may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.