SDRY Superdry Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE OR FORM A PART OF ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION.  NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE EQUITY RAISE.  NOTHING CONTAINED IN THIS ANNOUNCEMENT SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY. ANY DECISION TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, OR TO SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES MENTIONED IN THIS ANNOUNCEMENT MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE CIRCULAR. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

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 (the “Circular”).

11 June 2024

Superdry plc

(“Superdry” or the “Company”)

Restructuring Plan – Results of meetings of the Plan Creditors

On 16 April 2024 the Company announced that C-Retail Limited (the “Plan Company”), a wholly-owned subsidiary of the Company, had launched a restructuring plan pursuant to Part 26A of the Companies Act 2006, which will affect certain of the Plan Company’s creditors (the “Plan Creditors”) in order to implement a restructuring of the Plan Company’s UK property estate and retail cost base (the “Restructuring Plan”).

The Restructuring Plan is, along with the Equity Raise and the Delisting, part of the Capital and Restructuring Measures being undertaken by the Group. Each element of this package is inter-conditional upon the others, such that the package as a whole requires each of the Restructuring Plan, the Equity Raise and the Delisting to be approved.

Meetings of each of the thirteen classes of the Plan Creditors to vote on the Restructuring Plan were held on 10 June 2024 (the “Plan Meetings”).

The Company is pleased to announce that there was a high level of turnout at the Plan Meetings and 99% by value of the Plan Creditors which attended the Plan Meetings (in person or by proxy) voted in favour of the measures proposed in the Restructuring Plan.

The Company is grateful for the support shown by the Plan Creditors at the Plan Meetings. This will allow the Plan Company to continue with the next step in the Capital and Restructuring Measures which is the Shareholders’ vote on the Resolutions to approve the Equity Raise, the Delisting, certain articles and share capital changes and the Rule 9 Waiver and Related Party Transaction to be proposed at the General Meeting to be held at Unit 60 The Runnings, Cheltenham, Gloucestershire, GL51 9NW on 14 June 2024 at 9.00 a.m. The Board unanimously recommends that Shareholders vote in favour of the Resolutions.

If the Resolutions are passed, the Plan Company will ask the High Court to sanction the Restructuring Plan at a hearing to commence on 17 June 2024.

The Restructuring Plan is, together with the Equity Raise and Delisting, part of a key package of measures that are needed to avoid the Company and the Plan Company entering into insolvency, and will allow Superdry to return to a more stable footing, accelerate its turnaround plan and drive it towards a viable and sustainable future. The background to, and reasons for, the Capital and Restructuring Measures are set out in the announcement made by the Company on 21 May 2024.

Commenting on the result of the Plan Creditors meeting, Gavin Maher, Senior Managing Director at Teneo, said “Having 99% of those creditors that voted being in favour means that the Plan Company has achieved an important milestone in securing creditor support for the Restructuring Plan.”

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