Burberry Group plc

Burberry Group plc - Share Repurchase Programme

Burberry Group plc ("Burberry" or the "Company") today announces the commencement of its £400 million share buyback programme (the "Programme"), as announced on 18 May 2023, to be

completed by 15 December 2023. The purpose of the Programme is to reduce the share capital of Burberry.

Burberry plans to execute the Programme in two tranches. The Company has entered into an agreement with Merrill Lynch International ("Merrill Lynch") under which it has issued a non-discretionary irrevocable instruction to Merrill Lynch to manage the first tranche of the Programme.

Merrill Lynch will carry out the instruction through the acquisition of ordinary shares in the Company, acting as riskless principal, for subsequent repurchase by the Company for an aggregate purchase price of up to £200 million. The first tranche of the Programme will commence today and end no later than 22 September 2023. 

The second tranche of the Programme will commence promptly on completion of the first tranche.  The Company has entered into an agreement with Morgan Stanley & Co International Plc ("Morgan Stanley") under which it has issued a non-discretionary irrevocable instruction to Morgan Stanley to manage the second tranche of the Programme.  Morgan Stanley will carry out the instruction through the acquisition of ordinary shares in the Company, acting as riskless principal, for subsequent repurchase by the Company for an aggregate purchase price of up to £200 million. The second tranche will commence following the end of the Merrill Lynch instruction and end no later than 15 December 2023.

The maximum number of ordinary shares which may be purchased by the Company under the Programme before the conclusion of the Company's 2023 Annual General Meeting to be held on 12 July 2023 (the "2023 AGM")  is 20,392,803, which is the maximum pursuant to the authority granted by shareholders at the Company's 2022 Annual General Meeting (the "2022 AGM"), less the number of ordinary shares that were repurchased by the Company pursuant to the share buyback programme announced on 30 June 2022 and 4 November 2022. The maximum number of ordinary shares which may be purchased by the Company under the Programme after the conclusion of the 2023 AGM is 37,821,000, assuming that an appropriate authorising resolution is passed at the 2023 AGM. The existing shareholder authority to buy back shares granted at the 2022 AGM expires on the conclusion of the 2023 AGM. Burberry is seeking renewal of shareholder authority to buy back shares at its 2023 AGM.

This Programme will be executed in accordance with Chapter 12 of the FCA Listing Rules and the Company's general authority to repurchase ordinary shares. The Programme will be conducted within the parameters prescribed by the Market Abuse Regulation 596/2014, the Commission Delegated Regulation (EU) 2016/1052 (both as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018) and with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.

Burberry will announce any market repurchase of ordinary shares no later than 7.30 a.m. on the business day following the calendar day on which the repurchase occurred. Ordinary shares purchased under the Programme will be either cancelled or held in treasury and used to meet obligations arising from employee share plans.

Merrill Lynch and Morgan Stanley may undertake transactions in the Company's ordinary shares (which may include sales and hedging activities, in addition to purchases) in order to manage their market exposure under the Programme. Merrill Lynch and Morgan Stanley will make any disclosures they are legally required to make in relation to such transactions.

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This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any Burberry Group plc shares, in the UK, or in the US, or under the US Securities Act 1933 or in any other jurisdiction.

Burberry is listed on the London Stock Exchange (BRBY.L) and is a constituent of the FTSE 100 index. ADR symbol OTC:BURBY. 

BURBERRY, the Equestrian Knight Device, the Burberry Check and the Thomas Burberry Monogram and Print are trademarks belonging to Burberry.