Superdry plc: Result of General Meeting
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.
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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