Strategic Review

Studio Retail Group PLC

("SRG" or "the Group")

Strategic Review, Formal Sale Process and Commencement of Offer Period

As detailed in the interim results published today, the Group has delivered an exceptional performance so far this financial year. This has significantly enhanced the Group's financial position and underpins the Board of Directors ("Board") confidence in the sustainable medium-term growth prospects of the Group.

On 13th October 2020 SRG received a letter from Frasers Group plc ("Frasers"), who own approximately 37 per cent. of the issued share capital of SRG, stating that they believe that the Group is "misunderstood by the market and as a consequence, significantly undervalued" and "although this may be fixable over the long-term, the Group should conduct a strategic review".

In light of this letter, the upcoming CEO succession and the subsequent decision not to proceed to completion of the proposed sale of Findel Education to YPO following the CMA's provisional findings, and following discussion with Schroder Investment Management Limited ("Schroders"), SRG's second largest shareholder, the Board has now determined that it is an appropriate point to undertake a comprehensive review of the strategic options open to it in order to maximise value for shareholders. These options include a sale of the Group which will be conducted under the framework of a "formal sale process" in accordance with the Takeover Code.

The Group's two largest shareholders, Frasers and Schroders, who have a combined shareholding of approximately 56 per cent. of the issued share capital of SRG, have each indicated their support for such a strategic review.

The Board has appointed Stifel Nicolaus Europe Limited ("Stifel") as its sole financial adviser. Parties with a potential interest in making a proposal should contact Stifel, whose details are set out below.

Any interested party will be required to enter into a non-disclosure agreement with the Group on terms satisfactory to the Board and its advisers. The Group then intends to provide such interested parties with certain information on the business, following which interested parties will be invited to submit their proposals to Stifel. Further announcements regarding timings and procedures for the formal sale process will be made as appropriate. The Group is not currently in any discussions with any potential offeror relating to an acquisition of the issued and to be issued share capital of the Group.

Shareholders are advised that there can be no certainty that any offers will be made, nor as to the terms of any offer, and thus whether any offer will be completed. The Board reserves the right to alter any aspect of the process or to terminate it at any time and will make further announcements as appropriate. The Board also reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.

Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to Note 3 to Rule 2.2 of the Takeover Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Takeover Code, which will prohibit any form of inducement fee or other offer-related arrangement, and that the Group, although it may do so in the future, has not at this stage requested any dispensation from this prohibition under Note 2 of Rule 21.2.

Following this announcement, the Group is now considered to be in an "offer period" as defined in the Takeover Code, and the dealing disclosure requirements summarised below will apply.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Group by Mark Ashcroft, Company Secretary.

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

Enquiries

Stifel is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Group and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Group for providing the protections afforded to the customers of Stifel or for providing advice in relation to the matters described in this announcement.

Dealing Disclosure Requirements of the City Code on Takeovers and Mergers

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Forward-Looking Statements

This document contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of a date in the future or forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative of those terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations or events that are beyond the Group's control.

Forward-looking statements include statements regarding the intentions, beliefs or current expectations of the Company concerning, without limitation, future revenues, economic performance, financial condition, and future prospects.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of the Studio Retail Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Neither SRG nor any of its Directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document.

Other than in accordance with its legal or regulatory obligations (including under the Listing Rules and the Disclosure Guidance and Transparency Rules), SRG is not under any obligation and SRG expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No Offer or Solicitation

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

Publication on Website

A copy of this announcement will be made available at www.studioretail.group no later than 12:00 noon (London time) on 9 December 2020 (being the business day following the date of this announcement) in accordance with Rule 26.1 of the Takeover Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.