Frasers Group Regulatory News (FRAS)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

FOR IMMEDIATE RELEASE

23 October 2024

FRASERS GROUP PLC

Statement of intention not to make an offer For Mulberry

As recently noted by Frasers in public announcements and documented in numerous private letters to the Mulberry Group PLC ("Mulberry" or the "Company") Board, Frasers has become increasingly concerned over the governance of Mulberry, the apparent lack of a commercial plan against a backdrop of increasing market headwinds, and critically, the financial position in which Mulberry currently finds itself.

On 10 October 2024, Frasers made a revised possible cash offer for the entire issued and to be issued share capital of Mulberry, not already owned by Frasers, at 150 pence per Mulberry share (the "Possible Offer"). Having taken a significant amount of time to consider the Possible Offer, on 22 October 2024, the Board of Mulberry announced that it is unanimously of the view that the Possible Offer is untenable (the "Response Announcement"). Frasers notes from the Response Announcement that it is the whole Board that has come to this conclusion. Frasers also notes that no clarity has been provided by the Mulberry Board as to the verification of the statement made on 1 October regarding Frasers initial offer of 130p not recognising the substantial future potential value of Mulberry.

Whilst the Response Announcement is a disappointing outcome, Frasers remains a long-term supporter of the well-loved British brand, Mulberry. Frasers continues to believe that market headwinds, and a clear lack of commercial plan, place the Company in a very difficult financial position. Frasers welcomes the presentation of a credible plan in the near term.

Frasers also remains concerned about the governance of Mulberry, and in particular, would not like to see another scenario where the Board chooses to exclusively engage with Challice in private on significant matters, such as the emergency Subscription of £10 million announced on 27 September. The Board of Mulberry has consistently recognised Frasers as a supportive shareholder and given its 37% shareholding, Frasers now hopes the Board will engage positively on a Frasers appointee to the Mulberry Board, a request that has been made several times in recent history.

Having considered the Response Announcement, and in the absence of proper engagement from the Mulberry Board on the Possible Offer, Frasers is choosing to bring the offer period to an end, enabling fuller engagement with both Mulberry and Challice on a range of topics, including those raised in this announcement.

Frasers therefore confirms it does not intend to make an offer for Mulberry under Rule 2.7 of the Code and accordingly will be bound by the restrictions set out in 2.8 of the Code.

Under Note 2 on Rule 2.8 of the Code, Frasers, and any person(s) acting in concert with it, reserve the right to make or participate in an offer or possible offer for Mulberry and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code within six months of the date of this announcement in the following circumstances:

a) with the agreement of the board of Mulberry;

(b) following the announcement of a firm intention to make an offer for Mulberry by or on behalf of a third party;

(c) following the announcement by Mulberry of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or

(d) where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.

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