TIDMFRAS TIDMMYSL
RNS Number : 0183D
Frasers Group PLC
17 October 2022
17 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
MANDATORY CASH OFFER
for
MYSALE GROUP PLC
ACCEPTANCE LEVEL UPDATE
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 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).
Consequently, Frasers also announced that the Offer had become a
mandatory cash o er (the Mandatory O er 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 3 October 2022, Frasers announced that since 26 September
2022 it had acquired 100,000,000 MySale Shares from Jackson Family
Capital Pty Limited; acquired 62,145,385 MySale Shares from Jamie
Jackson; swapped its interest in contracts for difference into
1,400,000 MySale Shares; and acquired 13,161,748 MySale Shares by
means of market or other purchases. Each of these transactions had
settled as at 3 October 2022. In addition, Frasers had agreed to
purchase a further 1,000,000 MySale Shares from others in the
market. On 10 October 2022, Frasers announced that since 3 October
2022, Frasers purchased a further 2,394,212 shares in the market;
and was expecting to complete the purchase and settlement of the
43,318,509 shares held by Jackson Future Funds Pty Limited arising
from the conversion of the Convertible Loan Notes (which Frasers
has already agreed to acquire).
Since 10 October 2022, (i) the purchase of 9,814,689 shares in
the market has settled, and (ii) the purchase of the 43,318,509
shares held by Jackson Future Funds Pty Limited arising from the
conversion of the Convertible Loan Notes has settled.
Frasers has also purchased a further 65,385,488 shares in the
market which has not settled and has purchased an interest in a
further 2,008,556 contracts for difference. Upon settlement of the
65,385,488 shares purchased in the market and swapping of the
2,008,556 contracts for difference into ordinary shares, Frasers
will own or have received valid acceptances in respect of a total
of 580,104,135 MySale Shares, representing approximately 55.78
percent of MySale's issued share capital.
Frasers intends to continue to purchase additional MySale Shares
by means of market or other purchases.
2. Condition to the Mandatory Offer
MySale Shareholders are reminded that, as a summary and subject
to the fuller description in the Offer Document, the Acceptance
Condition 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.
3. Level of acceptances
In accordance with Rule 17 of the Takeover Code, Frasers
announces that, as at 5:00 pm (London time) on 14 October 2022,
Frasers had received valid acceptances of the Mandatory 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 511,534,403 MySale Shares representing
approximately 49.19 per cent. of MySale's entire issued share
capital as at 14 October 2022 (being the last Business Day prior to
the date of this announcement). As at 5:00 pm (London time) on 14
October 2022, Frasers owns or has received valid acceptances in
respect of a total of 512,710,091 MySale Shares, representing
approximately 49.30 per cent. of MySale's issued share capital,
which may count towards satisfaction of the Acceptance
Condition.
Furthermore, upon the settlement of 65,385,488 MySale Shares
that have been agreed to be purchased in the market and swapping of
the 2,008,556 contracts for difference into ordinary shares ,
Frasers will own or have received valid acceptances in respect of a
total of 580,104,135 MySale Shares, representing approximately
55.78 per cent. of MySale's issued share capital, which may count
towards satisfaction of the Acceptance Condition.
4. Interests in MySale Shares
As at close of business on 14 October 2022 (being the last
Business Day prior to the date of this announcement), save as
disclosed in this announcement, neither Frasers nor any of its
directors, nor, so far as Frasers is aware, any persons acting in
concert (within the meaning of the Takeover Code) with Frasers, for
the purposes of the Mandatory Offer: a) had any interest in, or
right to subscribe for, any Relevant Securities; b) had any short
position (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery of Relevant Securities;
c) has borrowed or lent (including, for these purposes, entering
into any financial collateral arrangements of the kind referred to
in Note 4 on Rule 4.6 of the Takeover Code) any Relevant
Securities; or d) has any outstanding irrevocable commitment or
letter of intent with respect to Relevant Securities. Furthermore,
save as disclosed in this announcement, no arrangement exists with
Frasers in relation to Relevant Securities. For these purposes, an
arrangement includes any indemnity or option arrangement, any
agreement or any understanding, formal or informal, of whatever
nature, relating to Relevant Securities which may be an inducement
to deal or refrain from dealing in such securities.
5. Acceptance procedure
MySale Shareholders who have not yet accepted the Mandatory
Offer are urged to do so as soon as possible by signing and
returning the Form of Acceptance, or by making an Electronic
Acceptance, as soon as possible and, in any event, so as to be
received or settled by no later than 1.00 p.m. (London time) on the
Unconditional Date, which is 1 November 2022 or such earlier date
as Frasers may specify in any Acceleration Statement unless, where
permitted, it has withdrawn that statement.
Full details of how to accept the 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.
6. Compulsory acquisition, cancellation of trading and admission
of MySale Shares and re-registration
If Frasers receives acceptances under the 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 Mandatory Offer
relates and assuming that all of the other Conditions to the
Mandatory Offer have been satisfied or waived (if capable of being
waived), 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 Mandatory
Offer.
If the Mandatory Offer becomes or is declared unconditional in
all respects and if Frasers then 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
Mandatory Offer has not been accepted at that time and the value of
any such MySale Shares may be adversely affected as a
consequence.
7. 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.
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END
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