18 Oct 2022 07:00
18 October 2022
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
FRASERS GROUP PLC
RECOMMENDED MANDATORY CASH OFFER
for
MYSALE GROUP PLC
RECOMMENDED MANDATORY CASH OFFER UNCONDITIONAL
1. Introduction
On 17 August 2022, Frasers Group plc (Frasers) announced a firm intention to make an offer for the entire issued and to be issued ordinary share capital of MySale Group plc (MySale) not already owned by Frasers at a price of 2 pence per MySale Share (the Offer).
On 2 September 2022, Frasers published an offer document (the Offer Document) setting out the full terms and conditions of the Offer. Unless otherwise defined herein, words and expressions defined 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 announced that it had received an irrevocable commitment from Jackson Family Capital Pty Limited to sell 103,745,000 MySale Shares, being all of the MySale Shares held by Jackson Family Capital Pty Limited and Lynchwood Nominees Limited on behalf of Carl Jackson / the Jackson Family Trust and an irrevocable commitment from Jackson Future Funds Pty Limited in respect of all of the MySale Shares arising from the conversion of its holding of Convertible Loan Notes at a price of 2 pence per MySale Share (representing 43,318,509 MySale Shares based on a conversion date of 26 September 2022). In addition, Frasers received an irrevocable commitment from Jamie Jackson to sell a further 62,145,385 MySale Shares, being all of the MySale Shares held by or on behalf of Jamie Jackson, at a price of 2 pence per MySale Share. As a result of such irrevocable commitments and, at the time of the announcement, Frasers was interested in 481,275,544 MySale Shares, representing 48.5 per cent. of the voting rights of MySale (based on the issued share capital at the time, including the voting rights in respect of 43,318,509 MySale Shares arising from the conversion by Jackson Future Funds Pty Limited of its holding of Convertible Loan Notes, based on a conversion date of 26 September 2022). Consequently, Frasers also announced that the Offer had become a mandatory cash offer (the Mandatory Offer and, unless the context otherwise requires, all references to the Offer in this announcement shall be references to the Mandatory Offer) for the entire issued and to be issued share capital of MySale, not already owned by Frasers (or any persons acting in concert with it), at a price of 2 pence per MySale Share.
On 12 October 2022, the Board of MySale announced its recommendation that MySale Shareholders accept the Mandatory Offer. When considering the valid acceptances received, the Board of MySale noted that it is highly likely that the acceptance condition will be satisfied and that the Mandatory Offer will be declared unconditional.
2. Recommended Mandatory Offer unconditional
Pursuant to Rule 9 of the Takeover Code, the only condition to the Mandatory Offer was the Acceptance Condition, which shall be satisfied if valid acceptances of the Mandatory Offer have been received (and not validly withdrawn) by no later than 1.00pm (London time) on the Unconditional Date in respect of such number of MySale Shares which, when aggregated with the MySale Shares held by Frasers and its concert parties at the date of the Offer and any MySale Shares acquired or agreed to be acquired by Frasers and its concert parties on or after such date, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of MySale.
As at 5:00pm (London time) on 17 October 2022, Frasers either owns or has received valid acceptances in respect of 526,083,518 MySale Shares, representing 50.59 per cent. of MySale's issued share capital which Frasers may count towards the Acceptance Condition.
Accordingly, Frasers now announces that the Mandatory Offer has become unconditional.
Frasers would like to remind MySale Shareholders that, as at the date of this announcement, Frasers owns or has received valid acceptances in respect of the majority of MySale Shares.
Frasers intends to continue to acquire additional MySale Shares by means of market or other purchases and in accordance with the Takeover Code. MySale Shareholders who wish to transfer their holdings of MySale Shares to Frasers may do so either by means of a market sale or by accepting the Mandatory Offer via the acceptance procedure outlined in this announcement.
3. Level of acceptances
In accordance with Rule 17 of the Takeover Code, Frasers announces that, as at 5:00pm (London time) on 17 October 2022 (being the last Business Day prior to the date of this announcement), Frasers had received valid acceptances of the Offer in respect of a total of 1,175,688 MySale Shares, representing approximately 0.11 per cent. of MySale's existing issued share capital, which may count towards satisfaction of the Acceptance Condition.
So far as Frasers is aware, none of these acceptances had been received from persons acting in concert with it.
Frasers currently holds 524,907,830 MySale Shares representing approximately 50.48 per cent. of MySale's entire issued share capital as at 17 October 2022. Accordingly, Frasers owns or has received valid acceptances in respect of a total of 526,083,518 MySale Shares, representing approximately 50.59 per cent. of MySale's issued share capital, which may count towards satisfaction of the Acceptance Condition.
4. Acceptance procedure
The closing date of the recommended Mandatory Offer is 1:00pm on 1 November 2022.
Full details of how to accept the recommended Mandatory Offer in respect of certificated and uncertificated 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 and in the case of certificated Shares, the Form of Acceptance, which is available from Frasers' receiving agents, Computershare Investor Services plc, by telephoning +44 (0370) 707 1076.
5. Compulsory acquisition, cancellation of trading and admission of MySale Shares and re-registration
If Frasers receives acceptances under the recommended Mandatory Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more of the MySale Shares to which the recommended Mandatory Offer relates, Frasers intends to exercise its rights in accordance with Part 18 of the Companies Jersey Law to acquire compulsorily the remaining MySale Shares on the same terms as the recommended Mandatory Offer.
If Frasers holds 75 per cent. of the issued share capital of MySale, Frasers will consider making an application for the cancellation of the admission of MySale Shares to trading on AIM.
It is anticipated that, subject to any applicable requirements of the London Stock Exchange, cancellation of admission to trading on AIM will take effect no earlier than 20 Business Days after such application is made. Frasers may also consider causing MySale to be re-registered as a Jersey private company, either as part of that process or at a separate extraordinary general meeting convened following MySale ceasing to be admitted to trading on AIM.
Any cancellation of the admission of the MySale Shares to trading on AIM would significantly reduce the liquidity and marketability of any MySale Shares in respect of which the recommended Mandatory Offer has not been accepted at that time and the value of any such MySale Shares may be adversely affected as a consequence.
6. General
The calculations in this announcement are based upon the issued share capital of MySale as disclosed by MySale on 7 October 2022, being 1,039,910,498 MySale Shares held outside of treasury and 396,035 MySale Shares held in treasury.
Enquiries:
Numis (Financial adviser to Frasers) Tel: 020 7260 1000
Luke Bordewich
Stuart Ord
Ollie Steele
Frasers
Robert Palmer, Company Secretary Tel: 0344 245 9200
LEI: 213800JEGHHEAXIJDX34
Numis Securities Limited (Numis), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Frasers and no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than Frasers for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to in this announcement.
Website publication
A copy of this announcement will be published pursuant to Rule 26.1 of the Code, subject to restrictions relating to persons resident in any Restricted Jurisdiction, on Frasers' website at https://www.frasers.group/financials/offer-for-mysale-group-plc by no later than 12 noon (London time) on the business day following the publication of this announcement. The contents of Frasers' website are not incorporated into and do not form part of this announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this announcement in hard copy form by contacting Numis on +44 (0)20 7260 1000. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Mandatory Offer should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested.
Further information
1 This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of, any invitation, offer or the solicitation of an offer to purchase, otherwise acquire, subscribe, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Mandatory Offer or otherwise. The Mandatory Offer is made solely by means of the Offer Document and, in respect of MySale Shares held in certificated form, the Form of Acceptance, which contains the full terms and conditions of the Mandatory Offer, including details of how the Mandatory Offer may be accepted. Any decision in respect of, or other response to, the Mandatory Offer should be made only on the basis of the information contained in those documents. MySale Shareholders should read the Mandatory Offer Document and other formal documentation relating to the Mandatory Offer carefully.
2 This announcement has been prepared for the purpose of complying with English law and regulation (including the Takeover Code), and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside of England.
3 The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.
4 The availability of the Mandatory Offer to persons who are resident in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions. Therefore, persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions in their jurisdiction. Failure to comply with any such restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction.
5 Copies of this announcement are not being and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving the announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Mandatory Offer.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested 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 announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Mandatory Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) MySale and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Mandatory Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of MySale or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested 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 deals in any relevant securities of MySale or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) MySale and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, 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 deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by MySale and by any offeror and Dealing Disclosures must also be made by MySale, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.