MYSL.L Regulatory News (MYSL)

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.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (MAR) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

FOR IMMEDIATE RELEASE

12 October 2022

MYSALE Group plc

(the "Company", "MySale" or the "Group")

Change of Board Recommendation regarding the Offer from Frasers Group plc

The Board of MySale (AIM: MYSL) announces its updated Board recommendation relating to the cash offer by Frasers Group plc ("Frasers") for the entire issued and to be issued ordinary share capital of MySale, at 2 pence in cash per MySale Share not already held by it (the "Offer").

Update on interest in MySale Share by Frasers

The Board notes the announcement on 10 October 2022, where Frasers disclosed that following the settlement of further share purchases it expected to own 504,113,926 MySale Shares or 48.48% of the voting rights based upon the issued share capital of MySale.

When also considering valid acceptances, the Board notes Frasers expected to own and have received valid acceptances for 505,289,614 MySale Shares or 48.59% of the voting rights based upon the issued share capital of MySale.

 Board Considerations

The Board continues to unanimously believe that the Offer undervalues the Company and its future prospects, however as a result of Frasers's interest in MySale Shares, the Board is now recommending that MySale Shareholders accept the Offer.

As noted above, irrespective of whether the Offer is declared unconditional or lapses, Frasers is expected to own an aggregate of at least 504,113,926 MySale shares or 48.48% of the voting rights in the Company.

At this level of ownership, the Board believes that Frasers will be able to exercise significant control over the Company such as being able to pass and/or block resolutions (as applicable) at any general meeting of MySale, including, amongst others, the appointment or removal of Directors and disapplication of pre-emption rights with respect to MySale Shares. As such, the Board believes that Frasers's shareholding of 48.48% of the voting rights in the Company represents effective control, the impact of which could be to change the strategy and capital structure of the Company on a standalone basis.

Further, when considering the shareholdings of Frasers and other substantial shareholders, the Board believes the significantly reduced free float in the MySale Shares following the Offer will further reduce the liquidity in trading of MySale Shares. As a result, the Board believes that it could be very difficult for a MySale Shareholder who does not accept the Offer to sell and monetise their shareholding in MySale in a reasonable timeframe without having a material impact on the price of MySale Shares. Therefore, in considering the current and future liquidity requirements of shareholders, the Board now believes the Offer represents the best opportunity for MySale Shareholders to realise value for their MySale Shares in the foreseeable future, if they wish to do so.

Further, the Board expects that it is highly likely that the acceptance condition will be satisfied and that the Offer will be declared unconditional.

Intentions of Frasers

In considering the outlook for employees of the Company, the Board acknowledges that Frasers has set out its plans for the company over the coming 12 months in its intentions statement in paragraph 8 of part 1 of their Offer document.

Updated Recommendation

Whilst the Board's view still remains that the Offer undervalues the Company and its future prospects, the Board of MySale, which has been so advised by Singer Capital Markets, now unanimously recommends that MySale Shareholders accept the Offer, as those MySale Directors who hold MySale Shares intend to do in respect of their own beneficial holdings of MySale Shares, save as set out below.

Notwithstanding the paragraph above: (i) Charles Butler does not intend to accept the Offer in respect of the 5,625,000 MySale Shares held jointly with The MySale Employee Benefit Trust and issued under the MySale JOE award (given that he would not be entitled to the proceeds of any sale), and (ii) Kalman Polak does not intend to accept the Offer in respect of the 13,100,188 MySale Shares issued under the MySale Share Loan Plan (except to the extent that such MySale Shares vest upon a change of control of the Company).

Singer Capital Markets is providing independent financial advice to the Board of Mysale for the purposes of Rule 3 of the Code and, in doing so, has taken into account the commercial assessments of the MySale Directors.

Terms defined in the Company's response to the Cash Offer by Frasers, dated 16 September 2022, have the same meaning when used in this announcement.

Enquiries:

About MySale

MySale is an online off-price, retail platform offering a large, curated selection of branded fashion, beauty and homewares products through three core websites and associated mobile applications, including OZSALE.com.au, NZSALE.co.nz and SINGSALE.com.sg MYSALE provides a discovery-based online shopping experience for its customers. New sales events are offered daily with a curated selection of branded products at discounted prices, typically in limited quantities and for limited time periods, to seek to create excitement for customers. MYSALE's suppliers are offered a suite of inventory solutions to fulfil their demand for inventory management and increase customer awareness of their brands and products.

Notice related to financial advisers

Singer Capital Markets ("Singer"), which is authorised and regulated by the UK Financial Conduct Authority, is acting exclusively for MYSALE and for no one else and will not be responsible to anyone other than MYSALE for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Singer, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer in connection with this announcement, any statement contained herein or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 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) the offeree company 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 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 the offeree company 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 Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company 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.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

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 Takeover 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.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://www.mysalegroup.com/investor.html#/offer by not later than 12:00 noon (London time) on the business day immediately following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.