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

3 October 2022

MYSALE Group plc

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

Further Conversion of Convertible Loan Notes and Rule 2.9 Announcement

MySale (AIM: MYSL), a leading international online retailer, announces that the Company has received conversion notices to convert all remaining A$1.2m of convertible loan notes(1) ("Convertible Loan Notes"), convertible into ordinary shares of no par value in the Company ("MySale Shares"). This includes A$950,000 of Convertible Loan Notes held by Kalman Polak, the Chief Executive Officer of the Group.

The face value of these Convertible Loan Notes and paid-in-kind interest to-date equates to the issue, in aggregate, of 47,317,913 new MySale Shares, of which 37,460,015 are to be issued to Kalman Polak.

Further to the 13,100,888 MySale Shares reflecting loan shares issued under the MySale Loan Share Plan and following admission of his new MySale Shares, Kalman Polak will be interested in 4.86% of the total voting rights in the Company.

Effect of new MySale Shares on acceptance levels by Frasers

Further to the announcement made by Frasers Group plc ("Frasers") earlier today, relating to its cash offer for the entire issued and to be issued ordinary share capital of MySale, it was noted that Frasers:

· owns 447,373,783 MySale Shares in the Company, representing approximately 45.05% of voting rights based upon the issued share capital of MySale, as disclosed on 29 September 2022; and

· owns, will own upon settlement of certain MySale Share purchases and has received valid acceptances (together, "Total Interest"), for a total of 496,612,980 MySale Shares, representing approximately 50.01% of voting rights based upon the issued share capital of MySale, as disclosed on 29 September 2022.

The effect of the issue of the new MySale Shares from the conversion of these Convertible Loan Notes will be that Frasers would own 43.01% of voting rights and have a Total Interest in 47.74% of voting rights.

Total Voting Rights

The new MySale Shares will be allotted and issued fully paid and will, on issue, rank pari passu with the existing MySale Shares. Application will be made for admission of the new MySale Shares to trading on AIM, with an anticipated admission date of Friday 7 October 2022. Following admission of the new MySale Shares, the Company's total issued share capital (including treasury shares) will be 1,040,666,533 MySale Shares.

There are 396,035 MySale Shares held in treasury therefore, the total number of voting rights in the Company is 1,040,270,498. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Rule 2.9

For the purpose of Rule 2.9 of the UK Takeover Code, the Company now has 1,040,270,498 MySale Shares in issue and held outside of treasury with International Securities Identification Number JE00BMH4MR96. There are 396,035 MySale Shares held in treasury.

All Convertible Loan Notes have now been converted by Convertible Loan Note holders.

Note: (1) The Convertible Loan Notes have a maturity date of 30 April 2025 and are convertible into MySale Shares of the Company at a conversion price of 1.5 pence (or A$0.02625, with exchange rate fixed at GBP:AUD rate of 1.75), per MySale Share. The Convertible Loan Notes pay interest at a rate of 7% per annum, paid-in-kind in MySale Shares in the Group.

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.