SuperGroup Plc

("SuperGroup" or the "Company")

Not for publication, distribution or release directly or indirectly, in whole or in part, into or in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which offers for sale would be prohibited by applicable law.

This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada, Japan or the Republic of South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

11 February 2016 

Proposed secondary placing of Director's ordinary shares in SuperGroup Plc

SuperGroup announces that it has been advised by Julian Dunkerton (the "Selling Shareholder"), one of the Company's founders and its Product & Brand Director, that due to personal circumstances he intends to sell approximately 4.0 million ordinary shares in the Company (the "Placing Shares") via an accelerated bookbuild placing to institutional investors (the "Placing"). This represents approximately 4.9 per cent of the issued share capital of SuperGroup.

Assuming that the above number of shares were sold, the Selling Shareholder would continue to have an interest in 22,088,944 ordinary shares in the Company, representing 27.2% per cent of the Company's issued share capital.

The Placing will be managed by Investec Bank plc and Canaccord Genuity Limited, acting as joint bookrunners (the "Bookrunners"). The amount of the Placing proceeds and the Placing price will be decided at the close of the accelerated bookbuilding period. 

The books for the Placing will open with immediate effect. The books for the Placing are expected to close no later than 4.30 p.m. on 12 February 2016. The timing of the closing of the books and the making of allocations may be accelerated or delayed by the Bookrunners at their discretion. The final number of Placing Shares to be placed will be agreed by the Bookrunners at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter.

Enquiries:

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.

These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States.  Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (ii) an available exemption from registration under the Securities Act. The Placing Shares may not be offered or sold in the United States unless registered under the Securities Act or offered in a private transaction exempt from, or 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. The Placing Shares will not be offered to the public in the United States.

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

The Placing Shares have not been, and will not be, registered under the applicable securities laws of any state or other jurisdiction of Australia, Canada, Japan or the Republic of South Africa. There will be no public offering of the Placing Shares in Australia, Canada, Japan or the Republic of South Africa or elsewhere.

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 the Selling Shareholder or Investec Bank plc 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), Australia, Canada, Japan or the Republic of South Africa. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African 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 Selling Shareholder, Investec Bank plc, or Canaccord Genuity Limited 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 Selling Shareholder, Investec Bank plc and Canaccord Genuity Limited to inform them about and to observe any applicable restrictions.

Investec Bank plc and Canaccord Genuity Limited, who are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, are acting exclusively on behalf of the Selling Shareholder and no one else in connection with any offering of the Placing Shares and will not be responsible to anyone other than the Selling Shareholder for providing the protections offered to the clients of Investec Bank plc and Canaccord Genuity Limited, nor for providing advice in relation to the Placing or any matters 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 Investec Bank plc or Canaccord Genuity Limited or by any of their 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 their advisers, and any liability therefore is expressly disclaimed.

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to SuperGroup's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.