RCS - Frasers Group PLC - Open letter to boohoo board

FrasersAnnouncement

06/11/2024 13:00

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RNS Number : 2126L  Frasers Group PLC  06 November 2024

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

 

FOR IMMEDIATE RELEASE

 

6 November 2024

 

Frasers Group plc ("Frasers")

 

Frasers publishes further Open Letter to the Board of boohoo group plc
("boohoo")

 

Frasers asks boohoo to publicly confirm: no disposals without prior
shareholder approval

 

Frasers has today published a further open letter which it has sent to the
board of directors of boohoo (the "Board").

In light of the Board's refusal to allow shareholders to vote on key decisions
affecting boohoo, such as the CEO appointment, Frasers has been left with no
choice but to ask the Board to publicly confirm as follows:

-     boohoo will not make any disposals of its assets, in whole or in
part, without prior shareholder approval; and

-     prior to agreeing to any such disposal, the Board will obtain and
publish the confirmation of an independent global adviser / investment bank
that the terms of the disposal are fair and reasonable, the disposal has been
conducted at arm's length and the disposal is in the best interests of
boohoo's shareholders.

Frasers firmly believes that the restriction on disposals without shareholder
approval and the requirement for confirmation from an independent global
adviser / investment bank are required in order to protect the interests of
boohoo, its shareholders and its stakeholders.

The full text of Frasers' open letter can be found by clicking here
(https://frasers-cms.netlify.app/assets/files/financials/new-document.pdf) .

 

White & Case LLP serves as legal adviser to Frasers Group plc.

Investor Contact

Frasers Group plc

Robert Palmer, Company Secretary: 0344 245 9200

company.secretary@frasers.group (mailto:company.secretary@frasers.group)

 

Media Contact

Greenbrook

Rob White / Peter Hewer: +44 207 952 2000

frasersgroup@greenbrookadvisory.com
(mailto:frasersgroup@greenbrookadvisory.com)

 

 

DISCLAIMER

 

Frasers Group plc ("Frasers") is publishing this announcement solely for the
information of other shareholders in boohoo group plc ("boohoo"). This
announcement is not intended to be and does not constitute or contain any
investment recommendation as defined by Regulation (EU) No 596/2014 (as it
forms part of the domestic law in the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018). No information in this announcement should be
construed as recommending or suggesting an investment strategy. Nothing in
this announcement or in any related materials is a statement of or indicates
or implies any specific or probable value outcome in any particular
circumstance. This announcement is provided merely for general informational
purposes and is not intended to be, nor should it be construed as (1)
investment, financial, tax or legal advice, or (2) a recommendation to buy,
sell or hold any security or other investment, or to pursue any investment
style or strategy. Neither the information nor any opinion contained in this
announcement constitutes an inducement or offer to purchase or sell or a
solicitation of an offer to purchase or sell any securities or other
investments in boohoo or any other company by Frasers or any of its affiliates
in any jurisdiction. This announcement does not consider the investment
objective, financial situation, suitability or the particular need or
circumstances of any specific individual who may access or review this
announcement and may not be taken as advice on the merits of any investment
decision. This announcement is not intended to provide the sole basis for
evaluation of, and does not purport to contain all information that may be
required with respect to, any potential investment in boohoo. Any person who
is in any doubt about the matters to which this announcement relates should
consult an authorised financial adviser or other person authorised under the
UK Financial Services and Markets Act 2000. To the best of Frasers' ability
and belief, all information contained herein is accurate and reliable, and has
been obtained from public sources that Frasers believes to be accurate and
reliable. However, such information is presented "as is", without warranty of
any kind, whether express or implied, and Frasers has not independently
verified the data contained therein. All expressions of opinion are subject to
change without notice, and Frasers does not undertake to update or supplement
any of the information, analysis and opinion contained herein.

 

FORWARD LOOKING STATEMENTS

 

This announcement contains certain forward-looking statements and information
that are based on Frasers' beliefs, as well as assumptions made by, and
information currently available to, Frasers. These statements include, but are
not limited to, statements about strategies, plans, objectives, expectations,
intentions, expenditures and assumptions and other statements that are not
historical facts. When used herein, words such as "anticipate," "believe,"
"estimate," "expect," "intend," "plan" and "project" and similar expressions
(or their negative) are intended to identify forward-looking statements. These
statements reflect Frasers' current views with respect to future events, are
not guarantees of future performance and involve risks and uncertainties that
are difficult to predict. Further, certain forward-looking statements are
based upon assumptions as to future events that may not prove to be accurate.
Actual results, performance or achievements may vary materially and adversely
from those described herein. There is no assurance or guarantee with respect
to the prices at which any securities of boohoo or any other company will
trade, and such securities may not trade at prices that may be implied herein.
Any estimates, projections or potential impact of the opportunities identified
by Frasers herein are based on assumptions that Frasers believes to be
reasonable as of the date hereof, but there can be no assurance or guarantee
that actual results or performance will not differ, and such differences may
be material and adverse. No representation or warranty, express or implied, is
given by Frasers or any of its officers, employees or agents as to the
achievement or reasonableness of, and no reliance should be placed on, any
projections, estimates, forecasts, targets, prospects or returns contained
herein. Neither Frasers nor any of its directors, officers, employees,
advisers or representatives shall have any liability whatsoever (for
negligence or misrepresentation or in tort or under contract or otherwise) for
any loss howsoever arising from any use of information presented in this
announcement or otherwise arising in connection with this announcement. Any
historical financial information, projections, estimates, forecasts, targets,
prospects or returns contained herein are not necessarily a reliable indicator
of future performance. Nothing in this announcement should be relied upon as a
promise or representation as to the future. Nothing in this announcement
should be considered as a profit forecast.

 

PERMITTED RECIPIENTS

 

In relation to the United Kingdom, this announcement is being issued only to,
and is directed only at, (i) investment professionals specified in Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 as amended (the "Order"), (ii) high net worth entities, and other
persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order and (iii) persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21
of the Financial Services and Markets Act 2000) in connection with the issue
or sale of any securities of boohoo or any member of its group may otherwise
lawfully be communicated or caused to be communicated (all such persons
together being referred to as "Permitted Recipients"). Persons who are not
Permitted Recipients must not act or rely on the information contained in this
announcement.

 

DISTRIBUTION

 

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 of that jurisdiction. The distribution of
this announcement in certain countries may be restricted by law and persons
who access it are required to inform themselves and to comply with any such
restrictions. Frasers disclaims all responsibility where persons access this
announcement in breach of any law or regulation in the country of which that
person is a citizen or in which that person is residing or is domiciled.

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