Further information re Cash Offer for HUGO BOSS
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 SUCH JURISDICTION.
25 June 2026
FRASERS GROUP PLC
Further information regarding the Cash Offer for HUGO BOSS
On 10 June 2026, Frasers Group plc (Frasers) announced its decision to launch a voluntary public takeover offer to acquire all of the ordinary no-par value registered shares (the HUGO BOSS Shares) in HUGO BOSS AG (HUGO BOSS) which are not held by Frasers, corresponding to approximately 73.42% of the share capital and voting rights of HUGO BOSS (the Offer).
The offer price pursuant to the Offer is €38.00 per HUGO BOSS Share (the Offer Price) and the aggregate consideration for the HUGO BOSS Shares which are not held by Frasers is in the amount of approximately €1,925.4 million (approximately £1,683.0 million). The Offer Price is final and Frasers bindingly and irrevocably declares that it will not increase the Offer Price during the acceptance period and the additional acceptance period.
The publication of the offer document has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) and is now available at https://www.fg-germany.com (in both German and a convenience English translation).
Enquiries
Frasers Group plc
Christopher Wootton, Chief Financial Officer
T. +44 344 245 9200
KBA PR
Keith Bishop
T. +44 207 734 9995
BNP Paribas, Financial adviser
Thomas Christl
Marcellus Ramsauer
Alexander Browne
T. +44 207 595 2000
Deutsche Bank, Financial adviser
Luke Bordewich
Carsten Laux
Oliver Steele
Marcel Reiher
T. +44 207 545 8000
Emma Reid, Company Secretary
LEI: 213800JEGHHEAXIJDX34
T. +44 344 245 9200
The Offer is subject to the full terms and conditions set out in the offer document.
Disclaimer
The complete terms and conditions of the Offer are published in the offer document. Frasers reserves the right, to the extent legally permissible, to vary the terms referred to herein in the final terms and conditions of the Offer.
Investors and shareholders of HUGO BOSS are strongly recommended to read the offer document and any related documents since they contain important information, and to seek independent advice, where appropriate, in order to reach an informed decision in respect of the content of the offer document and with regard to the voluntary public takeover offer for HUGO BOSS.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise, or the solicitation of any vote in favour or approval of any offer in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction.
This announcement has been prepared in accordance with English law, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
BNP Paribas (BNPP) is authorised and regulated by the European Central Bank. BNPP, which is subject to regulation by the Financial Conduct Authority (the FCA) and limited regulation by the Prudential Regulation Authority (the PRA), is acting exclusively for Frasers and no one else in connection with the Offer and shall not be responsible to anyone other than Frasers for providing the protections afforded to clients of BNPP, nor for providing advice in connection with the Offer or any matter referred to herein. Neither BNPP nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BNPP in connection with the Offer, this announcement, any statement contained herein or otherwise.
Deutsche Bank AG is authorised and regulated by the European Central Bank and BaFin. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG, London Branch (Deutsche Bank) is authorised by the PRA with deemed variation of permission. Deutsche Bank, which is subject to regulation by the FCA and limited regulation by the PRA, is acting exclusively for Frasers and no one else in connection with the Offer and shall not be responsible to anyone other than Frasers for providing the protections afforded to clients of Deutsche Bank, nor for providing advice in connection with the Offer or any matter referred to herein. Neither Deutsche Bank nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with the Offer, this announcement, any statement contained herein or otherwise.
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