216884 Superdry Cover 19/2/10 12:48 Page 1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you should immediately consult a person authorised under the Financial Services and Markets Act 2000 (as amended) (“FSMA”) who specialises in advising on the acquisition of shares and other securities. This document comprises a prospectus (“Prospectus”) relating to SuperGroup PLC (the “Company") and has been prepared in accordance with the Prospectus Rules of the Financial Services Authority (the “FSA”) made under section 73A of FSMA and has been filed with the FSA. This document has been made available to the public as required by the Prospectus Rules. Application has been made to the FSA for all of the Ordinary Shares, issued and to be issued in connection with the Offer, to be admitted to the Official AIII, 4.7 List of the FSA (the “Official List”) and to London Stock Exchange plc (the “London Stock Exchange”) for such Ordinary Shares to be admitted to trading on its main market for listed securities (together “Admission”). Admission to trading on the London Stock Exchange constitutes admission to trading on a regulated market. It is expected that Admission will become effective and that unconditional dealings will commence in the Ordinary Shares AIII, 6.1 on the London Stock Exchange at 8.00 a.m. on 24 March 2010. All dealings in the Ordinary Shares prior to the commencement of unconditional dealings will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. No application has been made, or is currently intended to be made, for the Ordinary Shares to be admitted to listing or traded on any other stock exchange. The Company and its Directors (whose names appear on page 19 of this document) accept responsibility for the information contained in this document. AI, 1.2 To the best of the knowledge of the Company and its Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. AIII, 1.2 Prospective investors should read this document in its entirety and, in particular, the “Risk Factors” set out on pages 10 to 17 when considering an investment in the Ordinary Shares of the Company. The Company is offering up to 25,000,000 new Ordinary Shares (“New Shares”) under the Offer. The New Shares will, following Admission, rank pari passu in all respects with the other issued Ordinary Shares and will carry the right to receive all dividends and distributions declared, made or paid, on AIII, 6.3 or in respect of the issued Ordinary Shares following Admission. SuperGroup PLC AI, 5.1.1 (Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 07063562) AI, 5.1.2 Offer of up to 25,000,000 Ordinary Shares at a price of £5.00 per Ordinary Share and admission AIII, 4.2 to the Official List and trading on the London Stock Exchange Sponsor and Sole Bookrunner AIII, 4.4 SEYMOUR PIERCE LIMITED AIII, 5.3.1 Enlarged Share Capital immediately following Admission (assuming the Maximum Amount is raised pursuant to the Retail Offer) Ordinary Shares of 5p each Issued and fully paid Number Amount 79,000,020 £3,950,001 Seymour Pierce Limited, which is authorised and regulated in the UK by the FSA, is acting for the Company and for no one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Seymour Pierce Limited or for providing advice in relation to the Offer or any matters referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Seymour Pierce by FSMA or the regulatory regime established thereunder, Seymour Pierce does not accept any responsibility whatsoever for the contents of this document or for any statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares or the Offer. Seymour Pierce accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of such document or any such statement. Seymour Pierce Limited has given and not withdrawn its consent to the issue of this document with the inclusion of the references to its name in the form and context to which they are included. Investors should rely only on the information in this Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Directors or Seymour Pierce Limited. Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G of FSMA and paragraph 3.4 of the Prospectus Rules, neither the delivery of this Prospectus nor any subscription or purchase of Ordinary Shares made pursuant to this Prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or the Group since, or that the information contained herein is correct at any time subsequent to, the date of this Prospectus. In the event the Company is required to publish a supplementary prospectus pursuant to section 87G of FSMA and paragraph 3.4 of the Prospectus Rules, investors will have a statutory right pursuant to section 87Q of FSMA to withdraw their application to purchase or subscribe for Ordinary Shares in the Offer before the end of the period of two working days beginning with the first working day after the date on which the supplementary prospectus was published. Investors who do not exercise their right to withdraw their application within the stated two day period will be deemed to have accepted the terms contained within the supplementary prospectus. The contents of this Prospectus are not to be construed as legal, financial, business or tax advice. Each prospective investor should consult their legal adviser, financial adviser, business adviser or tax adviser for legal, financial or tax advice. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities other than the Ordinary Shares to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such Ordinary Shares by any person in any circumstances in which such offer or solicitation is unlawful and is not for distribution in or into the United States, Australia, Canada or Japan. The New Shares have not been and will not be registered under the US Securities Act or the applicable securities laws of Australia, Canada or Japan and may not be offered or sold within the United States, Australia, Canada or Japan or to, or for the account or benefit of, citizens or residents of the United States, Australia, Canada or Japan. The contents of the Company’s website or any website directly or indirectly linked to the Company’s website do not form part of this document and investors should not rely on it. Capitalised terms have the meanings ascribed to them on pages 178 to 185 of this document. CONTENTS Page SUMMARY OF KEY INFORMATION 3 RISK FACTORS 10 FORWARD LOOKING STATEMENTS 18 DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS TO THE COMPANY 19 STATISTICS RELATING TO THE OFFER 20 EXPECTED TIMETABLE FOR THE OFFER 21 PART I INFORMATION ON THE GROUP 22 PART II DETAILS OF THE OFFER 36 SECTION A OUTLINE OF THE OFFER 36 SECTION B TERMS AND CONDITIONS OF THE RETAIL OFFER 39 SECTION C TERMS AND CONDITIONS OF THE COMPANY NOMINEE ACCOUNT 47 PART III DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE 59 PART IV OPERATING AND FINANCIAL REVIEW 67 PART V FINANCIAL INFORMATION 90 SECTION A ACCOUNTANTS’ REPORT IN RESPECT OF HISTORICAL FINANCIAL INFORMATION RELATING TO THE GROUP 90 SECTION B HISTORICAL FINANCIAL INFORMATION 92 PART VI UNAUDITED PRO FORMA FINANCIAL INFORMATION 133 SECTION A UNAUDITED PRO FORMA FINANCIAL INFORMATION 133 SECTION B ACCOUNTANTS’ REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION 135 PART VII PROFIT FORECAST SECTION A PROFIT FORECAST FOR THE 52 WEEKS ENDING 2 MAY 2010 137 SECTION B ACCOUNTANTS’ REPORT ON THE PROFIT FORECAST 139 PART VIIITAXATION 141 PART IX ADDITIONAL INFORMATION 144 PART X DEFINITIONS 178 2 SUMMARY OF KEY INFORMATION PR 2.1.7 This summary should be read as an introduction only to this document and any decision to invest in the Company (including in the New Shares) should be based on consideration of this document as a whole by the investor. Investors should note that if a claim relating to the information contained in this document is brought by an investor before a court, the investor bringing the claim might, under the national legislation of the EEA State where the claim is to be brought, have to bear the costs of translating the document before legal proceedings are initiated. Civil liability attaches to those persons who are responsible for this summary, including any translation of this summary, but only if the summary is misleading, inaccurate or inconsistent when read together with other parts of this document.