(Alliance News) - Frasers Group PLC on Monday said it was making a "mandatory cash offer" for the remaining shares in MySale Group PLC.
The Shirebrook, England-based retail group said it had received an "irrevocable commitment" from Jackson Family Capital Pty Ltd to sell all of the 103.7 million shares it holds for 2 pence per share. Jackson Family Capital Pty Ltd holds shares in MySale on behalf of former non-executive chair Carl Jackson and the Jackson family.
Additionally, Frasers received commitments from Jackson Future Funds Pty Ltd for the 43.3 million shares it holds and for the 62.1 million shares held by Jamie Jackson, both for 2 pence per share.
It means Frasers is now interested in 481.3 million MySale shares, representing 48.5% of the company's issued share capital. It had previously owned just under 29%.
Under Rule 9 of the Takeover Code, Frasers is required to make a mandatory cash offer for the shares it does not hold. It said that a price of 2 pence per share was a "fair valuation". It said its price was "final" and "will not be increased" unless there is an announcement of an offer for MySale by a third party.
Frasers gave an update on acceptance levels, saying it had received valid acceptances for 1.2 million shares, representing about 0.1% of MySale's issued share capital.
If Frasers receives acceptances of 90% or more, then the company intends to "acquire compulsorily the remaining MySale shares" on the same terms as the mandatory offer.
MySale operates e-commerce sites with a focus on the southern hemisphere, including nations such as Australia and New Zealand.
Frasers in June acquired just shy of a 29% stake in MySale. In August, Frasers announced its intention to take full ownership of MySale for 2 pence per share. On September 2, it published its offer document which was subsequently rejected by the directors of MySale on September 16 because they felt the price per share undervalued the company.
On the same day, Carl Jackson resigned from his position as non-executive chair because of "conflicts arising in his role as a director of MySale with his personal position as a substantial MySale shareholder." Jackson informed the board that he intended to accept the offer. He said the offer provided him with "the greatest certainty" of receiving 2 pence per share in the foreseeable future.
Shares in Frasers were trading 0.1% higher at 741.50 pence on Monday morning. MySale shares were trading 9.2% lower at 1.91 pence.
By Chris Dorrell; chrisdorrell@alliancenews.com
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