Superdry plc: Proposed Restructuring Plan, Equity Raise and Delisting
Source: EQS
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, ONCE PUBLISHED. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE For immediate release
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Proposed Restructuring Plan, Equity Raise and Delisting Today, in support of that objective, the Company announces that In order to support the Company’s transition to this new target operating model over the coming years, Together, the Restructuring Plan, Equity Raise and Delisting constitute a key package of measures that are needed to allow Restructuring Plan The Restructuring Plan will principally involve and facilitate the compromise and amendment of the Plan Company’s leasehold obligations, to reduce losses and property-related (including rent) liabilities. The Restructuring Plan will also involve the compromise of the Plan Company’s business rates liabilities owed to local authorities and will effect amendments to the Group’s debt facility agreements with its principal secured lenders, BB Funding (GBP) S.à r.l. (“ A restructuring plan is a formal procedure under Part 26A of the Companies Act 2006 for companies in financial difficulties, that are affecting its ability to carry on as a going concern, to agree with its creditors a compromise or arrangement in respect of its debts owed to those creditors. On The Restructuring Plan, once completed, is expected to result in:
The Restructuring Plan is conditional on the Company receiving the proceeds of the Equity Raise to help ensure that the Company has the necessary liquidity headroom to deliver its turnaround plan. The Company has consulted with Further details on the Restructuring Plan are set out in Appendix 1 to this announcement and included in the Practice Statement Letter (“PSL”) sent to impacted creditors today. The launch of the Restructuring Plan is not expected to affect the ordinary course operations of
The Restructuring Plan is an important element of helping the Company deliver its new, more financially sustainable, target operating model. The target operating model also incorporates other measures including, among others: returning the underlying Retail channel to positive like-for-like revenue growth through internal initiatives such as improved product ranges and a reallocation of marketing spend, and also an improvement in the external environment; an improvement in gross margins through initiatives such as improved promotional strategies; and a more efficient and focused operating cost base appropriate for the Group’s target revenue base, benefitting from initiatives including the delisting. On a medium-to-long term view, whilst recognising there is a complex pathway in the interim to navigate in order to deliver this, the target operating model targets Group revenue of between Equity Raise The Company continues to face challenging trading conditions and, as announced on The Equity Raise will be structured in one of two different ways. Shareholders will be asked to approve both different options and, assuming shareholders do so, Superdry’s independent directors, in consultation with
In the Open Offer, Superdry’s existing shareholders (other than those in certain restricted overseas jurisdictions) will retain their pre-emption rights and will therefore be able to participate pro rata to their existing shareholdings. The Open Offer will be fully underwritten by Completion of the Equity Raise is conditional on a number of matters, including:
Similarly, each of Superdry’s directors who holds shares in The Resolutions will include approval by independent shareholders of Julian Dunkerton’s participation in the Equity Raise as a “related party transaction” for the purposes of Chapter 11 of the Listing Rules and for the purposes of Rule 9 of the City Code on Takeovers and Mergers Further details about the Equity Raise, including the Company’s approach to determining which of Option A or Option B will be implemented if both are approved by shareholders at the General Meeting, will be included in a shareholder circular, expected to be published in Delisting Given the material changes to the Company’s business envisioned under the new target operating model, the Company considers it best to implement these changes away from the heightened exposure of public markets. In addition, the Company believes it can achieve significant annual cost savings from the Delisting that will contribute to delivering its target operating model. As a result, subject to shareholder approval at the General Meeting, the Company intends to make the relevant applications to effect the cancellation of the listing of its shares on the Official List maintained by the The Company intends to explore the implementation of a matched bargain facility with a third party matched bargain facility provider in the event the Company is delisted. This will facilitate shareholders buying and selling shares on a matched bargain basis following the Delisting. If the Company decides to implement such a facility, further detail about it will be set out in the Circular. Further details of the Delisting and the implications of the Delisting for shareholders will be included in the Circular. Anticipated timetable
These dates are provided by way of indicative guidance and are subject to change. If any of the above dates change, the Company will make further announcements as appropriate.
Peter Sjӧlander, “The Board has spent a lot of time engaging with “Today’s announcement marks a critical moment in Superdry’s history. At its heart, these proposals are putting the business on the right footing to secure its long-term future following a period of unprecedented challenges. I am aware of the implications for all our stakeholders and I have sought to protect their interests as much as possible in the proposals we are announcing today. My decision to underwrite this equity raise demonstrates my continued commitment to
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Appendix 1 Restructuring Plan The Restructuring Plan is an integral part of the Company’s turnaround plan and transition to a new target operating model. The Company and the The Restructuring Plan will enable the Under the Restructuring Plan, it is proposed that most of the Plan Company’s landlords of Liabilities owed by certain Group companies under the debt facility provided by
Liabilities owed by certain Group companies under debt facilities provided by Hilco will also be compromised / amended pursuant to the Restructuring Plan such that:
The Restructuring Plan will also compromise:
The Restructuring Plan will not compromise claims of any creditors other than those set out above. Accordingly, the claims of all suppliers and customers, the entitlements of employees, liabilities owed to certain ancillary finance providers and sums owed to HMRC will continue to be paid in full. The launch of the Restructuring Plan does not affect the current ordinary course operations of the Group. No member of the Group is in and will not be in administration as a result of launching the Restructuring Plan.
IMPORTANT NOTICES This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy, fairness or completeness. The information in this announcement is subject to change without notice. Neither this announcement nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any securities to be offered pursuant to the Equity Raise (“New Ordinary Shares”) except on the basis of the information contained in the Circular to be published by the Company in connection with the Equity Raise and the application form which will accompany the Circular (the “Application Form”). Neither the content of the Company's website, nor any website accessible by hyperlinks on the Company's website, is incorporated in, or forms part of, this announcement. The Circular will provide further details of the New Ordinary Shares being offered pursuant to the Equity Raise. This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, New Ordinary Shares or to take up any entitlements to New Ordinary Shares in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, New Ordinary Shares or to take up any entitlements to New Ordinary Shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement and the Circular is not for release, publication or distribution to persons in any jurisdiction where the extension or availability of the Equity Raise (and any other transaction contemplated thereby) would breach any applicable law or regulation, and, subject to certain exceptions, should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations. The distribution of this announcement, the Circular, the Application Form and the offering or transfer of New Ordinary Shares into jurisdictions other than the Recipients of this announcement, the Circular and/or the Application Form should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or the Circular. This announcement does not constitute a recommendation concerning any investor's options with respect to the Equity Raise. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. Notice to all investors Peel Hunt, which is authorised and regulated by the Forward-looking statements This announcement contains forward-looking statements, including with respect to financial information, that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. In some cases, forward-looking statements use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could”, “is confident”, or other words of similar meaning. None of the Company, its officers, advisers or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur, in part or in whole. No undue reliance should be placed on any such statements, because they speak only as at the date of this announcement and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Company's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. No representation or warranty is made that any forward-looking statement will come to pass. Forward-looking statements are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this announcement are cautioned not to place undue reliance on any forward-looking statements, including those regarding prospective financial information. You are advised to read the Circular when published and the information incorporated by reference therein in their entirety. No statement in this announcement is intended as a profit forecast or estimate for any period, and no statement in this announcement should be interpreted to mean that underlying operating profit for the current or future financial years would necessarily be above a minimum level, or match or exceed the historical published operating profit or set a minimum level of operating profit, nor that earnings or earnings per share or dividend per share for the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for the Company. The Company is not under any obligation to update or revise publicly any forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with its legal or regulatory obligations. Additionally, statements of the intentions or beliefs of the board of directors of the Company reflect the present intentions and beliefs of the board of directors of the Company as at the date of this announcement and may be subject to change as the composition of the board of directors of the Company alters, or as circumstances require. Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. |
ISIN: | GB00B60BD277 |
Category Code: | REP |
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.: | 315727 |
EQS News ID: | 1880971 |
End of Announcement |
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