17 Oct 2022 07:00
RNS Number : 0183D Frasers Group PLC 17 October 2022 16017 October 2022
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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 THAT JURISDICTION
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FRASERS GROUP PLC
MANDATORY CASH OFFER
for
MYSALE GROUP PLC
ACCEPTANCE LEVEL UPDATE
1.160160160160160160160160 Introuction
On 17 August 2022, Frasers Group plc (Frasers) announce a firm intention to make an offer for the entire issue an to be issue orinary share capital of MySale Group plc (MySale) not alreay owne by Frasers at a price of 2 pence per MySale Share (the Offer).
On 2 September 2022, Frasers publishe an offer ocument (the Offer Document) setting out the full terms an conitions of the Offer. Unless otherwise efine herein, wors an expressions efine in the Offer Document apply in this announcement. A copy of the Offer Document is available at Frasers' website: https://www.frasers.group/financials/offer-for-mysale-group-plc.
On 26 September 2022, Frasers was intereste in 481,27,44 MySale Shares, representing 48. per cent. of the voting rights of MySale (base on the issue share capital at the time). Consequently, Frasers also announce that the Offer ha become a manatory cash o6426er (the Manatory O6426er an, unless the context otherwise requires, all references to the Offer in this announcement shall be references to the Manatory Offer) for the entire issue an to be issue share capital of MySale, not alreay owne by Frasers (or any persons acting in concert with it), at a price of 2 pence per MySale Share.
On 3 October 2022, Frasers announce that since 26 September 2022 it ha acquire 100,000,000 MySale Shares from Jackson Family Capital Pty Limite acquire 62,14,38 MySale Shares from Jamie Jackson swappe its interest in contracts for ifference into 1,400,000 MySale Shares an acquire 13,161,748 MySale Shares by means of market or other purchases. Each of these transactions ha settle as at 3 October 2022. In aition, Frasers ha agree to purchase a further 1,000,000 MySale Shares from others in the market. On 10 October 2022, Frasers announce that since 3 October 2022, Frasers purchase a further 2,394,212 shares in the market an was expecting to complete the purchase an settlement of the 43,318,09 shares hel by Jackson Future Funs Pty Limite arising from the conversion of the Convertible Loan Notes (which Frasers has alreay agree to acquire).
Since 10 October 2022, (i) the purchase of 9,814,689 shares in the market has settle, an (ii) the purchase of the 43,318,09 shares hel by Jackson Future Funs Pty Limite arising from the conversion of the Convertible Loan Notes has settle.
Frasers has also purchase a further 6,38,488 shares in the market which has not settle an has purchase an interest in a further 2,008,6 contracts for ifference. Upon settlement of the 6,38,488 shares purchase in the market an swapping of the 2,008,6 contracts for ifference into orinary shares, Frasers will own or have receive vali acceptances in respect of a total of 80,104,13 MySale Shares, representing approximately .78 percent of MySale's issue share capital.
Frasers intens to continue to purchase aitional MySale Shares by means of market or other purchases.
2.160160160160160160160160 Conition to the Manatory Offer
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MySale Shareholers are remine that, as a summary an subject to the fuller escription in the Offer Document, the Acceptance Conition shall be satisfie if vali acceptances of the Manatory Offer have been receive (an not valily withrawn) by no later than 1.00pm (Lonon time) on the Unconitional Date in respect of such number of MySale Shares which, when aggregate with the MySale Shares hel by Frasers an its concert parties at the ate of the Offer an any MySale Shares acquire or agree to be acquire by Frasers an its concert parties on or after such ate, carry more than 0 per cent. of the voting rights then normally exercisable at a general meeting of MySale.
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3.160160160160160160160160 Level of acceptances
In accorance with Rule 17 of the Takeover Coe, Frasers announces that, as at :00 pm (Lonon time) on 14 October 2022, Frasers ha receive vali acceptances of the Manatory Offer in respect of a total of 1,17,688 MySale Shares, representing approximately 0.11 per cent. of MySale's existing issue share capital, which may count towars satisfaction of the Acceptance Conition.
So far as Frasers is aware, none of these acceptances ha been receive from persons acting in concert with it.
Frasers currently hols 11,34,403 MySale Shares representing approximately 49.19 per cent. of MySale's entire issue share capital as at 14 October 2022 (being the last Business Day prior to the ate of this announcement). As at :00 pm (Lonon time) on 14 October 2022, Frasers owns or has receive vali acceptances in respect of a total of 12,710,091 MySale Shares, representing approximately 49.30 per cent. of MySale's issue share capital, which may count towars satisfaction of the Acceptance Conition.
Furthermore, upon the settlement of 6,38,488 MySale Shares that have been agree to be purchase in the market an swapping of the 2,008,6 contracts for ifference into orinary shares, Frasers will own or have receive vali acceptances in respect of a total of 80,104,13 MySale Shares, representing approximately .78 per cent. of MySale's issue share capital, which may count towars satisfaction of the Acceptance Conition.
4.160160160160160160160160 Interests in MySale Shares
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As at close of business on 14 October 2022 (being the last Business Day prior to the ate of this announcement), save as isclose in this announcement, neither Frasers nor any of its irectors, nor, so far as Frasers is aware, any persons acting in concert (within the meaning of the Takeover Coe) with Frasers, for the purposes of the Manatory Offer: a) ha any interest in, or right to subscribe for, any Relevant Securities894 b) ha any short position (whether conitional or absolute an whether in the money or otherwise), incluing any short position uner a erivative, any agreement to sell or any elivery obligation or right to require another person to purchase or take elivery of Relevant Securities894 c) has borrowe or lent (incluing, for these purposes, entering into any financial collateral arrangements of the kin referre to in Note 4 on Rule 4.6 of the Takeover Coe) any Relevant Securities894 or ) has any outstaning irrevocable commitment or letter of intent with respect to Relevant Securities. Furthermore, save as isclose in this announcement, no arrangement exists with Frasers in relation to Relevant Securities. For these purposes, an arrangement inclues any inemnity or option arrangement, any agreement or any unerstaning, formal or informal, of whatever nature, relating to Relevant Securities which may be an inucement to eal or refrain from ealing in such securities.
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.160160160160160160160160 Acceptance proceure
MySale Shareholers who have not yet accepte the Manatory Offer are urge to o so as soon as possible by signing an returning the Form of Acceptance, or by making an Electronic Acceptance, as soon as possible an, in any event, so as to be receive or settle by no later than 1.00 p.m. (Lonon time) on the Unconitional Date, which is 1 November 2022 or such earlier ate as Frasers may specify in any Acceleration Statement unless, where permitte, it has withrawn that statement.
Full etails of how to accept the Manatory Offer in respect of certificate an uncertificate Shares are set out in the Offer Document which is available on Frasers' website at https://www.frasers.group/financials/offer-for-mysale-group-plc an in the case of certificate Shares, the Form of Acceptance, which is available from Frasers' receiving agents, Computershare Investor Services plc, by telephoning +44 (0370) 707 1076.
6.160160160160160160160160 Compulsory acquisition, cancellation of traing an amission of MySale Shares an re-registration
If Frasers receives acceptances uner the Manatory Offer in respect of, an/or otherwise acquires or contracts to acquire, 90 per cent. or more of the MySale Shares to which the Manatory Offer relates an assuming that all of the other Conitions to the Manatory Offer have been satisfie or waive (if capable of being waive), Frasers intens to exercise its rights in accorance with Part 18 of the Companies Jersey Law to acquire compulsorily the remaining MySale Shares on the same terms as the Manatory Offer.
If the Manatory Offer becomes or is eclare unconitional in all respects an if Frasers then hols 7 per cent. of the issue share capital of MySale, Frasers will consier making an application for the cancellation of the amission of MySale Shares to traing on AIM.
It is anticipate that, subject to any applicable requirements of the Lonon Stock Exchange, cancellation of amission to traing on AIM will take effect no earlier than 20 Business Days after such application is mae. Frasers may also consier causing MySale to be re-registere as a Jersey private company, either as part of that process or at a separate extraorinary general meeting convene following MySale ceasing to be amitte to traing on AIM.
Any cancellation of the amission of the MySale Shares to traing on AIM woul significantly reuce the liquiity an marketability of any MySale Shares in respect of which the Manatory Offer has not been accepte at that time an the value of any such MySale Shares may be aversely affecte as a consequence.
7.160160160160160160160160 General
The calculations in this announcement are base upon the issue share capital of MySale as isclose by MySale on 7 October 2022, being 1,039,910,498 MySale Shares hel outsie of treasury an 396,03 MySale Shares hel in treasury.
Enquiries:
Numis (Financial aviser to Frasers)160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160 Tel: 020 7260 1000
Luke Borewich
Stuart Or
Ollie Steele
Frasers
Robert Palmer, Company Secretary160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160160 Tel: 0344 24 9200
LEI: 213800JEGHHEAXIJDX34
Numis Securities Limite (Numis), which is authorise an regulate in the Unite Kingom by the Financial Conuct Authority, is acting as financial aviser exclusively for Frasers an no-one else in connection with the matters referre to in this announcement an will not regar any other person as its client in relation to such matters an will not be responsible to anyone other than Frasers for proviing the protections affore to clients of Numis, nor for proviing avice in relation to any matter referre to in this announcement.
Website publication
A copy of this announcement will be publishe pursuant to Rule 26.1 of the Coe, subject to restrictions relating to persons resient in any Restricte Jurisiction, on Frasers' website at https://www.frasers.group/financials/offer-for-mysale-group-plc by no later than 12 noon (Lonon time) on the business ay following the publication of this announcement. The contents of Frasers' website are not incorporate into an o not form part of this announcement.
Requesting har copy ocuments
Pursuant to Rule 30.3 of the Takeover Coe, a person so entitle may request a copy of this announcement in har copy form by contacting Numis on +44 (0)20 7260 1000. A person may also request that all future ocuments, announcements an information to be sent to that person in relation to the Manatory Offer shoul be in har copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a har copy of this announcement will not be sent unless so requeste.
Further information
1160160160160160160160160160 This announcement is for information purposes only. It is not intene to, an oes not, constitute or form part of, any invitation, offer or the solicitation of an offer to purchase, otherwise acquire, subscribe, sell or otherwise ispose of any securities, or the solicitation of any vote or approval in any jurisiction, pursuant to the Manatory Offer or otherwise. The Manatory Offer is mae solely by means of the Offer Document an, in respect of MySale Shares hel in certificate form, the Form of Acceptance, which contains the full terms an conitions of the Manatory Offer, incluing etails of how the Manatory Offer may be accepte. Any ecision in respect of, or other response to, the Manatory Offer shoul be mae only on the basis of the information containe in those ocuments. MySale Shareholers shoul rea the Manatory Offer Document an other formal ocumentation relating to the Manatory Offer carefully.
2160160160160160160160160160 This announcement has been prepare for the purpose of complying with English law an regulation (incluing the Takeover Coe), an the information isclose may not be the same as that which woul have been isclose if this announcement ha been prepare in accorance with the laws an regulations of jurisictions outsie of Englan.
3160160160160160160160160160 The istribution of this announcement in jurisictions other than the Unite Kingom may be restricte by the laws an/or regulations of those jurisictions. Therefore, any persons who are subject to the laws an regulations of any jurisiction other than the Unite Kingom shoul inform themselves about an observe any applicable requirements in their jurisiction. Any failure to comply with the applicable requirements may constitute a violation of the laws an/or regulations of any such jurisiction.
4160160160160160160160160160 The availability of the Manatory Offer to persons who are resient in jurisictions other than the Unite Kingom may be restricte by the laws an/or regulations of those jurisictions. Therefore, persons who are not resient in the Unite Kingom into whose possession this announcement comes shoul inform themselves about an observe any such restrictions in their jurisiction. Failure to comply with any such restrictions may constitute a violation of the laws an/or regulations of any such jurisiction.
160160160160160160160160160 Copies of this announcement are not being an must not be, irectly or inirectly, maile or otherwise forware, istribute or sent in, into or from any Restricte Jurisiction, an persons receiving the announcement (incluing custoians, nominees an trustees) must not mail or otherwise istribute or sen it in, into or from such Restricte Jurisictions as oing so may invaliate any purporte acceptance of the Manatory Offer.
Dealing an Opening Position Disclosure requirements
Uner Rule 8.3(a) of the Takeover Coe, any person who is intereste in 1 per cent. 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 announce that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Manatory Offer Perio an, if later, following the announcement in which any securities exchange offeror is first ientifie.
An Opening Position Disclosure must contain etails of the person's interests an short positions in, an rights to subscribe for, any relevant securities of each of (i) MySale an (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be mae by no later than 3.30 pm (Lonon time) on the 10th Business Day following the commencement of the Manatory Offer Perio an, if appropriate, by no later than 3.30 pm (Lonon time) on the 10th Business Day following the announcement in which any securities exchange offeror is first ientifie. Relevant persons who eal in the relevant securities of MySale or of a securities exchange offeror prior to the ealine for making an Opening Position Disclosure must instea make a Dealing Disclosure.
Uner Rule 8.3(b) of the Takeover Coe, any person who is, or becomes, intereste in 1 per cent. or more of any class of relevant securities of MySale or of any securities exchange offeror must make a Dealing Disclosure if the person eals in any relevant securities of MySale or of any securities exchange offeror. A Dealing Disclosure must contain etails of the ealing concerne an of the person's interests an short positions in, an rights to subscribe for, any relevant securities of each of (i) MySale an (ii) any securities exchange offeror, save to the extent that these etails have previously been isclose uner Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be mae by no later than 3.30 pm (Lonon time) on the Business Day following the ate of the relevant ealing.
If two or more persons act together pursuant to an agreement or unerstaning, 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 eeme to be a single person for the purpose of Rule 8.3 of the Takeover Coe.
Opening Position Disclosures must also be mae by MySale an by any offeror an Dealing Disclosures must also be mae by MySale, by any offeror an by any persons acting in concert with any of them (see Rules 8.1, 8.2 an 8.4 of the Takeover Coe).
Details of the offeree an offeror companies in respect of whose relevant securities Opening Position Disclosures an Dealing Disclosures must be mae can be foun in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, incluing etails of the number of relevant securities in issue, when the Offer Perio commence an when any offeror was first ientifie. You shoul contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any oubt as to whether you are require to make an Opening Position Disclosure or a Dealing Disclosure.
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