DJ Superdry plc: Result of General Meeting
Superdry plc (SDRY)
Superdry plc: Result of General Meeting
14-Jun-2024 / 13:00 GMT/BST
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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 GBP10m 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.GBP6.9m 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 Sj?lander, 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 Votes
Cast Withheld
Resolution Special / No. of % No. of % No. of No. of
Ordinary Votes Votes Votes Votes
Open Offer Resolutions
1. To give directors authority to allot shares 41,759,127 55,369
in the Open Offer Ordinary 38,803,653 92.92% 2,955,474 7.08%
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 92.66% 2,986,337 7.34% 40,703,722 98,369
37,717,385
5. To approve articles changes if the Open Special 37,732,480 92.70% 2,969,771 7.30% 40,702,251 99,840
Offer is implemented
Placing Resolutions
6. To give directors authority to allot shares Ordinary 35,044,482 86.11% 5,653,513 13.89% 40,697,995 104,096
in the Placing
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 Special 35,277,252 86.73% 5,399,043 13.27% 40,676,295 125,796
is implemented
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 8.00 a.m. on 15 Official List July Expected date of completion of the Placing 15 July Unconditional allotment of New Placing Shares 15 July
Enquiries
Superdry
Peter Sj?lander, Chairman +44 (0) 1242 586747
Peel Hunt LLP (Sponsor and Financial Adviser to Superdry)
George Sellar
+44 (0) 207 418 8900
Michael Nicholson
Andrew Clark
Brunswick Group LLP (Financial PR to Superdry)
+44 (0) 207 404 5959
Tim Danaher
N. M. Rothschild & Sons Limited (Financial Adviser to Julian Dunkerton)
John Byrne +44 (0) 121 600 5252
Charles Fenwick
The person responsible for releasing this announcement is Jennifer Richardson, General Counsel & Company Secretary.
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ISIN: GB00B60BD277 Category Code: ROM TIDM: SDRY LEI Code: 213800GAQMT2WL7BW361 OAM Categories: 3.1. Additional regulated information required to be disclosed under the laws of a Member State Sequence No.: 328151 EQS News ID: 1925765 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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(END) Dow Jones Newswires
June 14, 2024 08:00 ET (12:00 GMT)
