MYSL.L Regulatory News (MYSL)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY (AS DEFINED BELOW) IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF THE COMPANY.

25 November 2021

MYSALE Group plc

(the "Company" or "MYSALE")

Update on ASX IPO, Tender Offer, Consolidation and Cancellation

Trading update

MYSALE Group plc ("MYSALE" or the "Company"), the online off-price retail platform, today provides an update on its proposed Listing on the Australian Securities Exchange ("ASX") and Offer, Tender Offer to Eligible Shareholders, Consolidation of Existing Shares and Cancellation of trading to AIM.

Update on Proposed Transaction and Cancellation

In light of the current equity market conditions and the performance of a number of recent IPOs in Australia, MYSALE has decided to withdraw the Offer and proposed 2021 listing on ASX. 

The Board maintains the long-term objective of aligning its listing with its operations in Australia and intends to reassess the timing of an ASX listing at the appropriate time during calendar 2022.

Following withdrawal of the Offer, the Board has decided to withdraw the Tender Offer, Consolidation and Cancellation. As such, the Extraordinary General Meeting to approve the Proposed Transaction and Cancellation will not proceed.

However, the Company's Annual General Meeting will proceed as planned at 10.00 a.m. (GMT) on Monday 29 November 2021.

Current Trading and Outlook

Following the recent changes to the business and management team, the Company continues to trade well, underpinned by strong growth from its marketplace platform. Gross Merchandise Value ("GMV") and gross profit for the first four months of the current financial year (ending 30 June 2022), were ahead of prior year by 43% and 9%, respectively, which is in-line with Board expectations. With the new CEO and strengthened leadership team, the Board remains confident that the Company is well positioned to build on this positive momentum.

MYSALE is debt free and cash positive and remains well capitalised and able to support its current operations, such that no new funding is required for the Company to deliver its forecasts.

Defined terms used in this Announcement have the meanings given to them in the Circular, dated 11 November 2021, unless the context provides otherwise.

This Announcement contains inside information for the purposes of Article 7 of the UK version of EU Regulation 596/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018.

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.

Important notice

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Canada, New Zealand, the Republic of South Africa or Japan or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in any jurisdiction. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.

The distribution of this Announcement may be restricted by law in certain jurisdictions. No action has been taken by the Company that would permit an offering of securities or possession or distribution of this Announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement is for information purposes only and is not an offer of securities.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Cautionary statements

This Announcement contains and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements include the forecasts referred to in this Announcement and sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements.

Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Rules and/or FSMA or the Corporations Act), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.