Superdry plc (SDRY)
Superdry plc: Result of General Meeting
14-Jun-2024 / 13:00 GMT/BST

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014), WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

 

Unless otherwise stated, defined terms used in this announcement have the meanings given to them in the Circular published by the Company on 21 May 2024.

 

14 June 2024

 

Superdry Plc

 (“Superdry” or the “Company”)

 

 

Result of General Meeting

 

Superdry announces the result of the General Meeting held on 14 June 2024.

 

The full text of the Resolutions voted upon are set out in the Circular and Notice of General Meeting that was circulated to shareholders on 21 May 2024 and can be found at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

All of the Resolutions put to the meeting were approved. The Independent Directors (having due regard to their statutory and fiduciary duties as Directors) have decided to implement the Placing.

 

In making their determination, the Independent Directors took into account a number of factors, including the Company’s liquidity requirements, the interests of its creditors, participation in the Open Offer (and the resultant dilution for non-participating shareholders) and the level of support for the relevant Resolutions.

 

Critically, the Independent Directors consider that the £10m gross proceeds from the Placing provides greater comfort that the Company will have sufficient liquidity headroom to implement its turnaround plan, particularly taking into account the ongoing challenging economic environment, compared to the c.£6.9m gross proceeds from the Open Offer. The participation in the Open Offer, excluding Julian Dunkerton, was such that the difference in dilution for shareholders as a whole between the Placing and the Open Offer was marginal (with applications received for the New Open Offer Shares, excluding Julian Dunkerton, being c.34%). 

 

Implementation of the Placing remains subject to the satisfaction or waiver of the Conditions (including that the Restructuring Plan is sanctioned by the Court). Further details of the expected timetable, including the anticipated date of the cancellation of listing of the Existing Ordinary Shares on the premium listing segment of the Official List, are set out below.

 

Commenting on the result of the General Meeting, Peter Sjӧlander, Superdry Chairman, said:

 

“I am pleased that our shareholders have supported the proposed Equity Raise and would like to thank those Shareholders who voted in favour of the proposals before them today. This is a crucial step towards delivering the restructuring of the business and ensuring that Superdry is in the best possible shape to complete its recovery and return to growth.”

 

The Resolutions put to the General Meeting on a poll and the results are detailed below.

 

 

 

For

Against

Total Votes Cast

Votes Withheld

Resolution

Special / Ordinary

No. of Votes

%

No. of Votes

%

No. of Votes

No. of Votes

Open Offer Resolutions

 

 

 

 

 

 

1. To give directors authority to allot shares in the Open Offer

Ordinary

38,803,653

 

92.92%

 

2,955,474

 

7.08%

 

41,759,127

 

55,369

 

2. To disapply statutory pre-emption rights

Special

37,606,230

90.24%

4,066,654

9.76%

41,672,884

141,612

3. To approve a Rule 9 Waiver

Ordinary

11,427,069

73.63%

4,093,267

26.37%

15,520,336

26,294,160

4. To sub-divide and redesignate Existing Ordinary Shares

Ordinary

 

37,717,385

92.66%

2,986,337

7.34%

40,703,722

98,369

5. To approve articles changes if the Open Offer is implemented

Special

37,732,480

92.70%

2,969,771

7.30%

40,702,251

99,840

Placing Resolutions

 

 

 

 

 

 

6. To give directors authority to allot shares in the Placing

Ordinary

35,044,482

86.11%

5,653,513

13.89%

40,697,995

104,096

7. To disapply statutory pre-emption rights

Special

35,088,292

84.02%

6,672,446

15.98%

41,760,738

53,758

8. To approve the Rule 9 Waiver

Ordinary

9,055,387

58.25%

6,490,383

41.75%

15,545,770

26,268,726

9. To approve a related party transaction

Ordinary

9,070,425

58.41%

6,458,766

41.59%

15,529,191

26,285,305

Placing Articles Changes Resolution

 

 

 

 

 

 

10. To approve articles changes if the Placing is implemented

Special

35,277,252

86.73%

5,399,043

13.27%

40,676,295

125,796

Delisting Resolution

 

 

 

 

 

 

11. To approve the delisting

Special

37,478,612

89.91%

4,205,235

10.09%

41,683,847

130,649

 

 

 

The total number of shares on the register at 6:00 p.m. on 12 June 2024, being those eligible to be voted on at the General Meeting, was 99,178,336.

 

A ‘Vote Withheld’ is not a vote in law and has not been counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a resolution.

 

The voting result will shortly be available on the Superdry plc website at https://corporate.superdry.com/investors/shareholder-information/shareholder-meetings/

 

In accordance with Listing Rule 9.6.2, a copy of the Resolutions approved by shareholders will be submitted as soon as practicable to the National Storage Mechanism and will be available shortly for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

Expected Timetable

 

 

2024

Restructuring Plan sanction hearing

17 and 18 June

Effective Date of Restructuring Plan

18 June

Last day of dealings in Existing Ordinary Shares on the Main Market

12 July

Cancellation of listing of the Existing Ordinary Shares on the premium listing segment of the Official List

8.00 a.m. on 15 July

Expected date of completion of the Placing

15 July

Unconditional allotment of New Placing Shares

15 July

 

 

Enquiries

Superdry

Peter Sjӧlander, Chairman

 

44 (0) 1242 586747

Peel Hunt LLP (Sponsor and Financial Adviser to Superdry)

George Sellar

Michael Nicholson

Andrew Clark

 

44 (0) 207 418 8900

 

Brunswick Group LLP (Financial PR to Superdry)

Tim Danaher

44 (0) 207 404 5959

 

 

N. M. Rothschild & Sons Limited (Financial Adviser to Julian Dunkerton)

John Byrne

Charles Fenwick

44 (0) 121 600 5252

 

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



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