Member Info for FED1

So, I’m voting for Big Mike although have option to change on my platform.

Reason being:

I am angry at mgmt;

I want closer scrutiny of any disposals as I think offloading Debs on the cheap is actually value destructive. However, a JV with Frasers who thing bricks and mortar plus credit-know how, is appealing.

I see no strategic value to voting off Kamani. Can we please have a strong Chair?

I know Frasers have an agenda. But I would be disappointed not to have him on Board. Corporate Governance needs improving (and yes I understand the irony of Big Mike being a corp gov pioneer). He is just a very helpful activist investor. He cannot wrestle Debs from us.

Ashley brings close scrutiny to the board.

And delivers a bloody nose on our behalf.

But yes, we need checks and balances. An effective board and heavyweight independent Chairman.

If a deal is proposed, minority shareholders ex Fraser’s and Kamani should get preferential terms.

Imagine the possibilities if Kamani and Ashley cooperated?

By Brand disposal to Frasers, I mean the Arcadia brands (Burton,DP, etc). I do not believe Boo are adding value.

Theoretically a brand disposal or JV with Frasers could be in interest of us retail investors. Frasers could make Debs omnichannel. Although I like the Wayfair strategy, I wonder if it is enough.

Very makes its money by offering finance. Debs can be huge.

It is going to be close call.

I see no harm in having someone of Big Mike’s stature on Board. However agree that we also need Kamani. They counter balance each other.

I can see the capital markets day being brought forward. This would force Frasers to provide substance if it wants to oust Kamani.

I’m starting to wonder if releasing value is best strategy.

ASOS was forced into TopShop disposal because of debt. Boo seems to be on similar course but hopefully not there yet.

I was hoping that Young Brands would stabilise now but guidance suggest headwinds remain, albeit decline is moderating to mid single digit.

If you remove Debs and KM, before Young Brands stabilise, then I would worry.

Jeremy- agreed, I never bought into theory that Kamani was looking to take out assets on the cheap. However, he only agreed to these undertakings post proxy battle.

I do agree with Big Mike that refinancing was very short term. Suggest that a disposal of debs to a third party was very soon.

I wouldn’t want to speculate. It seems a Debs JV with Fraser’s is now feasible and a return to high street. Maybe Frasers pays for JV using its BOO shares?BOO then reissue to treasury shares at 40p for cash injection into BOO.

It’s all speculation.

Frasers only agenda is not to lose Debs.

In answer to what we voting on as no concrete proposals to get the share price up has been put forward by either Big Mike or Kamani

1) well many of us just want to give Kamani a bloody nose for the sorry state of affairs

2) Kamani has too much control over board

3) Remove risk of Kamani connected party disposal while there is a weak board in place

However, if we ask ourselves why Big Mike called it, then Kamani announced his intention to release value by disposing of growth assets after Xmas. It was likely that Big Mike would again lose out on the coveted Debs.

He could make a takeover bid but at best he has to offer 60p to even get 51% of voting control. Kamani will reject.

A proxy fight is there his best option to force BOD to somehow broker a deal with Fraser’s where Frasers gets Debs.

Board Composition:

Two execs

Two Kamani

Two Fraser’s

7 Independent Non Execs

1 heavy weight chair (NED)

Ultimately we need a strong independent chair to protect us and arbitrate between these two.

I do feel Mike is right in saying that the BOD are in Kamani’s back pocket.

Likewise, no executive or connected party or competitor should decide on disposals. This decision is purely for INDEPENDENT non execs. After 3yrs, I would not call a board member independent.

I will vote in favour of Mike’s resolutions in upcoming Meeting. Purely as a punishment for the mess we are in.

However, if he wants me to oust Kamani in 2nd EGM, then I need substance to his strategy.

Minorities are not stupid. We need a solid proposal to 60p a share in 2025. Otherwise there will be some awkward board room meetings.

I would consider the ability to cash out at 60p a share in short succession to be releasing value.

Shareholders who wish to maintain exposure to Young Brands or Debs, should be able to do so.

My point is that there are three distinct groups of shareholders: 1) Fraser’s; 2) Kamani’s and 3) Minorities.

Each have their own agenda. The first two parties are trying to get control and are promising minorities to release value.

If there is a connected party transaction, then minorities should get better terms than first two parties.

I am not against disposing of assets to Fraser’s, as long as we get best terms. Likewise, if Kamani wants to maintain control of Boo, then this should be reflected in better terms for minorities.

I’m sure a deal can be brokered between all three parties to release value.

As much as I’m glad that we are getting a proxy fight, I do wonder if post this proxy fight, will we be better off?

There are essentially three types of shareholders with their own agenda:

1) Mike wants Debenhams and KM under Frasers

2) Kamani wants Young Brands, Mike off the shareholder register, and a leadership position at Boo

3) Minority shareholders want to at least double their money from here on this pitiful investment

Whilst I am happy to support Mike in giving Kamani and BOD a bloody nose, there is a quid pro quo where minorities can come out better. These numbers are arbitrary but points to the jist:

A) Debenhams, KM and other brands such as DP are injected into Frasers. Minorities get c30-40p a share in Frasers. Kamani gets nothing.

B) Fraser’s cancels its share in Boo. This will give Kamani clan stronger shareholder on residual Boo business. Although a less attractive business, by reducing share count by c28% should ensure we stay at 30p.

Minorities come out better as Boo cancels Frasers shares and Kamani clan doesn’t get Fraser scrip. Not sure if that is even legal?