ASOS Regulatory News (ASC)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

PROPOSED PLACING OF APPROXIMATELY 1.88 MILLION ORDINARY SHARES IN ASOS PLC (THE "COMPANY") BY OR ON BEHALF OF CERTAIN MEMBERS OF THE SENIOR MANAGEMENT TEAM

23 October 2013

On 24 May 2012 the Company announced that under the Management Incentive Plan (the "Plan") it approved the exchange of subordinated ordinary shares in ASOS.com Limited, for a total of 4,000,822 ordinary shares with a nominal value of 3.5 pence each in the Company ("Ordinary Shares"), which were allotted to the participants in the Plan.

Following the release of the second tranche of these Ordinary Shares under the Plan on 30 September 2013, certain members of the Senior Management team of the Company, including Nicholas Robertson (CEO) and Nicholas Beighton (CFO) (together the "Sellers"), announce their intention to sell in aggregate approximately 1.04 million Ordinary Shares (the "Plan Shares"). In addition, Nicholas Robertson announces his intention to sell approximately 0.84 million Ordinary Shares issued to him pursuant to the exercise of share options (together with the Plan Shares, the "Placing Shares"). The Placing Shares represent approximately 2.3% of the Company's issued share capital.

The Placing Shares are being offered to institutional investors by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following release of this announcement. J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") and Numis Securities Limited ("Numis Securities") are acting as joint bookrunners in connection with the Placing.

Any Ordinary Shares held by the Sellers which are not sold in the Placing will be subject to a 180-day lock-up. The Placing Shares, in all respects, rank pari passu with the Company's ordinary shares.

The final number of Placing Shares to be placed will be agreed by J.P. Morgan Cazenove, Numis Securities and the Sellers at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of J.P. Morgan Cazenove and Numis Securities.

Enquiries:

J.P. Morgan Cazenove +44 (0)20 7742 4000

Luke Bordewich

Nicholas Hall

Numis Securities +44 (0)20 7260 1000

Alex Ham

Tom Ballard

Important Notice

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); and (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer orsolicitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the Sellers, J.P. Morgan Cazenove or Numis Securities or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Sellers, J.P. Morgan Cazenove or Numis Securities or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Sellers, J.P. Morgan Cazenove or Numis Securities to inform themselves about and to observe any applicable restrictions.

This announcement has been issued by and on behalf of, and is the sole responsibility of, the Sellers. No representation or warranty express or implied is, or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Cazenove or Numis Securities or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

J.P. Morgan Cazenove, which is authorised by the Prudental Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting only for the Sellers in connection with the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to the clients of J.P. Morgan Cazenove, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

Numis Securities, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting only for the Sellers in connection with the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to the clients of Numis Securities, nor for providing advice in relation to the Placing or any matters referred to in this announcement.