RE: RNS13 Feb 2024 14:17
Just harping back to 2 May 2023 when this happened - Note, "Julian Dunkerton (Superdry’s Founder and Chief Executive Officer) has agreed to underwrite the Equity Raise in its entirety at the Placing Price." - That's a brave man who must have the courage of his convictions at heart!
"REX Retail Offer
Superdry is pleased to announce a retail offer via REX (the "REX Retail Offer") of ordinary shares
("Ordinary Shares") of 5 pence each in the capital of the Company (the "REX Retail Offer Shares").
In addition to the REX Retail Offer, the Company is also conducting a placing of new ordinary shares
(the "Placing Shares" and together with the REX Retail Offer Shares, the "New Ordinary Shares")
through a bookbuild process (the "Placing", and together with the REX Retail Offer, the “Equity
Raise”)). The price of the Placing Shares is 76.3 pence per share (the “Placing Price”). The price of the
REX Retail Offer Shares is equal to the Placing Price.
A separate announcement has been made regarding the Placing and its terms. For the avoidance of
doubt, the REX Retail Offer is not part of the Placing.
The REX Retail Offer and the Placing are conditional on the New Ordinary Shares being admitted to
the Official List of the FCA and to trading on the Main Market of the London Stock Exchange plc
("Admission"). Admission is expected to take place at 8.00 a.m. on 5 May 2023 (or such later date as
may be agreed between the Company Peel Hunt LLP and Liberum Capital Limited). Completion of the
REX Retail Offer is conditional, inter alia, upon the completion of the Placing.
Julian Dunkerton (Superdry’s Founder and Chief Executive Officer) has agreed to underwrite the Equity
Raise in its entirety at the Placing Price. The Company is, however, launching the Equity Raise to
facilitate broader participation in the Equity Raise from its shareholder base and other institutional
investors.
2
In the event that Julian Dunkerton’s shareholding in the Company would equal or exceed 30% of the
Company’s enlarged issued share capital immediately following the Equity Raise, Superdry intends to
seek a waiver of the obligations under Rule 9 of The City Code on Takeovers and Mergers (the
“Takeover Code”) that would ordinarily oblige Julian Dunkerton to make a general offer for the
Company (the “Rule 9 Waiver”). The Rule 9 Waiver will also require the approval of the Company’s
independent shareholders at a General Meeting and as a result, the Placing and REX Retail Offer would
be conditional on that approval being obtained. In these circumstances, Admission and completion of
the REX Retail Offer would only occur following approval of the Rule 9 Waiver at the General Meeting
(which would be expected to occur in June 2023). "