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SUPER RETAIL GROUP LIMITED Capital/Financing Update 2011

Oct 19, 2011

65878_rns_2011-10-19_2e906385-492e-4670-ac68-2980348095dc.pdf

Capital/Financing Update

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THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES (OTHER THAN TO ELIGIBLE US FUND MANAGERS) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF RELEVANT LAWS OF SUCH JURISDICTION.

20 October 2011

SUPER RETAIL GROUP COMPLETES INSTITUTIONAL ENTITLEMENT OFFER

Super Retail Group Limited (“Super Retail”) today announced the completion of the institutional component of its fully underwritten 9 for 19 pro rata renounceable entitlement offer (“Entitlement Offer”) of new Super Retail ordinary shares (“New Shares”) at an offer price of $5.34 per New Share (“Offer Price”).

  • Institutional Entitlement Offer completed to raise approximately $284 million

  • 9 for 19 Retail Entitlement Offer to open at the same $5.34 Offer Price to raise the remaining $50 million of the $334 million equity raising

  • Retail Entitlements may be traded on ASX from today (on a deferred settlement basis)

Completion of the institutional component of the Entitlement Offer (“Institutional Entitlement Offer”) represents the first stage of Super Retail’s approximately $334 million equity raising, announced on 17 October 2011. The Institutional Entitlement Offer will raise gross proceeds of approximately $284 million.

Approximately 28 million New Shares were available in the institutional shortfall bookbuild (including SCA FT Pty Limited’s renunciation), which was completed on 19 October 2011. The bookbuild attracted demand from a wide range of new and existing institutional investors who, together with the underwriters, will subscribe for New Shares at the Offer Price of $5.34 per New Share. Eligible institutional shareholders who did not take up all of their Entitlements, as well as ineligible institutional shareholders, will not receive any consideration for each New Share not taken up.

New Shares taken up under the Institutional Entitlement Offer and the institutional shortfall bookbuild are expected to be issued on Monday, 31 October 2011 and commence trading on ASX on the same day.

Retail Entitlement Offer

The retail component of the Entitlement Offer (“Retail Entitlement Offer”) will raise approximately $50 million. The Retail Entitlement Offer will open on 21 October 2011 and close at 5.00pm (Sydney time) on 16 November 2011.

Eligible retail shareholders will be able to subscribe for 9 New Shares for every 19 Super Retail ordinary shares held on the record date of 7.00pm (Sydney time) 20 October 2011 (“Entitlement”), at the same $5.34 Offer Price as the Institutional Entitlement Offer.

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Eligible retail shareholders who do not wish to take up all of their Entitlement may sell all or part of their Entitlement on ASX from today until 9 November 2011.

New Shares in respect of retail Entitlements which are not taken up by the close of the Retail Entitlement Offer, including the Entitlements of ineligible retail shareholders, will be sold through the retail shortfall bookbuild on 21 November 2011. Any proceeds in excess of the Offer Price will be remitted proportionally (per New Share not taken up) to those holders, less any applicable withholding tax.

Eligible retail shareholders wishing to participate in the Retail Entitlement Offer should carefully read the retail offer booklet and an accompanying personalised entitlement and acceptance form which are expected to be despatched on 26 October 2011. Copies of the retail offer booklet will be available on the ASX website and our website at www.superretailgroup.com.au from 21 October 2011.

Super Retail ordinary shares are expected to resume trading on ASX from market open today on an ex-entitlement basis.

Summary of key dates

An indicative timetable associated with the Retail Entitlement Offer is set out below.

Retail Entitlement Offer
Record date for eligibility in the Retail Entitlement Offer 7.00pm (Sydney time)
20 October
Rights entitlements trading on ASX begins (on a deferred
settlement basis)
20 October
Retail Entitlement Offer opens 21 October
Retail offer booklet despatched 26 October
Retail entitlements allotted 26 October
Entitlements trading on ASX begins (on a normal settlement
basis)
27 October
Retail entitlements trading on ASX ends 9 November
New Shares under the Retail Entitlement Offer commence
trading on ASX on a deferred settlement basis
10 November
Retail Entitlement Offer closes 16 November
Retail shortfall bookbuild (after market close) 21 November
Settlement of the Retail Entitlement Offer 28 November
Issue and quotation of New Shares under the Retail Entitlement
Offer
29 November
New Shares under the Retail Entitlement Offer commence
trading on ASX on a normal settlement basis
30 November

Super Retail, in conjunction with the Joint Lead Managers, reserves the right to amend any or all of these dates and times, to accept late applications either generally or, in particular cases, to withdraw the offers without prior notice subject to the Corporations Act, the ASX Listing Rules and other applicable laws. The commencement of quotation of shares and trading in Retail Entitlements is subject to ASX confirmation.

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Shareholder enquiries

Eligible retail shareholders who have questions relating to the Entitlement Offer should call the Super Retail Group Offer Information Line on 1800 170 502 (within Australia) or +61 2 8280 7323 (outside Australia), or consult your stockbroker, accountant or other professional adviser. The Super Retail Group Offer Information Line will be open from 8:30am to 5:30pm (Sydney time), Monday to Friday, until Friday, 9 December 2011. Alternatively, you can access information about the Retail Entitlement Offer online at www.superretailgroup.com.au.

Further Enquiries:

Peter Birtles Gary Carroll Ron Malek Roger Feletto Chief Executive Officer Chief Financial Officer Co-Chief Executive Managing Director Super Retail Group Super Retail Group Greenhill Caliburn Greenhill Caliburn Level 34 The Chifley Level 34 The Chifley 751 Gympie Road 751 Gympie Road Tower, 2 Chifley Square Tower, 2 Chifley Square LAWNTON QLD 4501 LAWNTON QLD 4501 SYDNEY NSW 2000 SYDNEY NSW 2000 Phone: +61 7 3482 7500 Phone: +61 7 3482 7500 Phone: +61 2 9229 1409 Phone: +61 2 9229 1420 Email: Email: Email: Email: [email protected] [email protected] [email protected] [email protected]

A printed copy of the retail offer booklet together with a personalised entitlement and acceptance form will be mailed to each eligible retail shareholder on 26 October 2011. Eligible retail shareholders considering applying for New Shares are encouraged to read the retail offer booklet in full. Any eligible retail shareholder who wishes to participate in the Retail Entitlement Offer will need to complete their personalised entitlement and acceptance form accompanying the retail offer booklet unless paying their application monies by BPAY®, in which case an entitlement and acceptance form is not required (but the eligible retail shareholder will be taken to have made the statements on the entitlement and acceptance form).

For further details on who is an eligible retail shareholder, please refer to section 7 of the retail offer booklet, scheduled to be despatched on Wednesday, 26 October 2011.

If you do not receive a copy of the retail offer booklet or your personalised entitlement and acceptance form, you can call the Super Retail Information Line on 1800 170 502 (within Australia) or +61 2 8280 7323 (outside Australia) at any time from 8.30am to 5.30pm (Sydney time) until 9 December 2011.

This announcement does not constitute an offer of shares for sale in the United States (other than to eligible US fund managers) or in any other jurisdiction in which such an offer would be illegal. The shares have not been registered under the Securities Act, and may not be offered or sold in the United States (other than to eligible US fund managers.)

This announcement includes “forward-looking statements” within the meaning of securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance” or other similar words, and include statements regarding certain plans, strategies and objectives of management and expected financial performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the company, and its officers, employees, agents or associates, including the risks described in this announcement. Actual results, performance or achievements may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Readers are cautioned not to place undue reliance on forward-looking statements and Super Retail assumes no obligation to update such information.

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