ASOS Regulatory News (ASC)

18 February 2022

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares of ASOS Plc in any jurisdiction, including in or into the United States, Australia, Canada, Japan, the Republic of South Africa or in any other jurisdiction.

ASOS Plc

("ASOS" or the "Company")

Publication of Prospectus

Further to the announcement made on 13 January 2022, ASOS is pleased to announce the publication of a prospectus (the "Prospectus") in relation to the proposed admission of its ordinary shares (the "Ordinary Shares") to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities (the "Main Market") of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission").

It is expected that: (i) the Ordinary Shares will be admitted to the premium listing segment of the Official List and to trading on the Main Market at 8.00 a.m. on 22 February 2022; and (ii) the Ordinary Shares will be delisted from AIM at 7.00 a.m. on 22 February 2022. The last day of trading of the Company's Ordinary Shares on AIM is therefore expected to be 21 February 2022.

The Company is not offering any new Ordinary Shares nor any other securities in connection with the proposed Admission. Following Admission, the Company's Ordinary Shares will continue to be registered with their existing ISIN of: GB0030927254. The Company's ticker symbol will continue to be ASC.

The Company's shareholders should consult their own tax advisers as to the tax implications of the Company's proposed move to the Main Market.

The Prospectus has been approved by the FCA and will shortly be available to view on ASOS' website, www.asosplc.com. A copy of the Prospectus will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Mat Dunn, ASOS COO & CFO, said: "ASOS has set out a clear plan to deliver an ambitious growth strategy over the next three to four years and to deliver on the sizeable opportunities ahead for our business. Against this backdrop, the time is now right to move to the Main Market. I would like to take this opportunity to thank the teams who worked so hard over the past few months getting ready for today, and to all ASOSers for their ongoing dedication and commitment."

For further information:

Background note

ASOS is an online destination for fashion-loving 20-somethings around the world. ASOS' vision is to be the go-to destination for such fashion-loving 20-somethings. Through ASOS' mobile app and web experience, customers can shop a curated edit of approximately 90,000 products, sourced from nearly 900 global and local partner brands, alongside a mix of fashion-led in-house labels including Topshop, Topman, Miss Selfridge, HIIT, ASOS DESIGN, ASOS EDITION, ASOS 4505, Collusion and Reclaimed Vintage.

Important information

This announcement may include statements that are, or may be deemed to be, "forward-looking statements" (including words such as "believe", "expect", "estimate", "intend", "anticipate" and words of similar meaning). By their nature, forward-looking statements involve risk and uncertainty since they relate to future events and circumstances, and actual results may, and often do, differ materially from any forward-looking statements. Any forward-looking statements in this announcement reflect management's view with respect to future events as at the date of this announcement. Save as required by applicable law, the Company undertakes no obligation to publicly revise any forward-looking statements in this announcement, whether following any change in its expectations or to reflect events or circumstances after the date of this announcement.

This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, shares in the Company in any jurisdiction. The distribution of this announcement outside the UK may be restricted by law. No action has been taken by the Company that would permit possession of this announcement in any jurisdiction outside the UK where action for that purpose is required. Persons outside the UK who come into possession of this announcement should inform themselves about the distribution of this announcement in their particular jurisdiction.

The Company's ordinary 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. The ordinary shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, within 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 in compliance with any applicable securities laws of any state or other jurisdiction in the United States.

J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan"), which is authorised by the Prudential Regulatory Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for the Company and no one else in connection with Admission and it will not regard any other person as a client in relation to Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to Admission or any other transaction, matter, or arrangement referred to in this announcement.

This announcement has been issued by, and is the sole responsibility of, the Company. 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 or by any of its affiliates, directors, officers, employees, advisers 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.