REG - boohoo group plc Frasers Group PLC - Response to Frasers Group plc

FrasersAnnouncement

25/10/2024 07:00

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RNS Number : 5851J  boohoo group plc  25 October 2024

25 October 2024

boohoo group plc

("boohoo" or the "Company")

Response to Frasers Group plc

boohoo Group plc (AIM: BOO), a leading online fashion group, notes the
announcement and accompanying letter issued by Frasers Group plc ("Frasers")
on 24 October 2024. While the Board of boohoo (the "Board") continues the
process of reviewing the requisitions with its advisers, it is issuing this
announcement to give clarification on certain matters raised by Frasers.

The Board is focused on ensuring it takes the right steps to drive boohoo
Group in the interest of all shareholders. As announced on 18 October 2024,
it is proactively reviewing options for each division to unlock and maximise
shareholder value for all shareholders.

BOARD REPRESENTATION

The Board has neither delayed responding to Frasers' requests for Board
representation nor ignored them.

Frasers' wish for Mike Ashley to be appointed as a Director and Chief
Executive Officer was first communicated by Frasers to boohoo at an in-person
meeting on the evening of Friday 18 October 2024, when Frasers sought to
establish a 48-hour deadline for the Board to confirm that it would proceed to
make this appointment. This was the first occasion on which Frasers had
identified its preferred Board candidate and followed Frasers having formally
ruled out Mr Ashley for the role on 9 October 2024 and having previously and
consistently indicated that its one nominee would perform a non-executive
role.

As shareholders will be aware, Mr Ashley is a 73% shareholder in Frasers; in
addition, Frasers owns a 23.6% stake in ASOS plc ("ASOS"), and both Frasers
and ASOS operate in similar markets to boohoo. These are important facts that
need to be taken into account and carefully considered by the Board.

 

Whilst the Board remains willing to discuss Board representation with Frasers
in a constructive manner, it has been clear with Frasers that before any
appointment can be made, appropriate governance will be required to protect
the Company's commercial position and the interests of other shareholders.
boohoo has sought assurances from Frasers in this regard and they have not to
date been provided.

CEO ROLE

The separate appointment of a CEO is a critical Board decision which requires
careful consideration and proper governance. A process, overseen by the Board,
and which started prior to the meeting with Frasers on 18 October, is well
underway and John Lyttle, the current CEO, will remain in the role until its
conclusion.

DEBT REFINANCING

Frasers' characterisation of boohoo's recent debt refinancing is inaccurate
and unfair. The refinancing provides certainty for the Company around its
future requirements and is supported by its existing group of high street
banks.

The Company's approach to its recent debt refinancing was discussed on
numerous occasions with Frasers and its advisers. As part of those discussions
Frasers were advised that the Board would be pleased to consider any
alternative proposals they might wish to present, but none were forthcoming.

boohoo will publish its interim results in November. In the meantime,
shareholders are strongly advised to take no action in respect of Frasers'
proposals.

 

 Enquiries
 boohoo group plc
 Stephen Morana, Chief Financial Officer                        Tel: +44 (0)161 233 2050
 Mike Cooper, Head of Investor Relations                        Tel: +44 (0)161 233 2050

 Zeus - Joint Financial Adviser, Nominated adviser and Joint Broker
 Nick Cowles / Dan Bate / James Edis                            Tel: +44 (0)161 831 1512
 Benjamin Robertson                                             Tel: +44 (0)20 3829 5000

 HSBC - Joint Financial Adviser and Joint Broker
 Anthony Parsons / Alex Thomas / Chloe Ponsonby / James Hopton  Tel: +44 (0)20 7991 8888

 Headland - Financial PR Adviser
 Susanna Voyle / Will Smith                                     Tel: +44 (0)20 3725 7514

 

 

About boohoo group plc

 

"Leading the fashion eCommerce market"

 

Founded in Manchester in 2006, boohoo group is a fashion forward, inclusive
and innovative business. The Group's brands are complementary, vibrant and
scalable, delivering inspirational, on-trend fashion to our customers 24/7.
The diversity of our brands, including the group's 5 core brands, boohoo,
boohooMAN, PrettyLittleThing, Karen Millen and Debenhams, enable us to serve a
broad customer base, globally, with a primary focus on the UK and US markets.
Since its acquisition in 2021, Debenhams has been transformed from a retailer
into a digital marketplace with a capital-light, low-risk operating model and
a focus on fashion, beauty as well as home. boohoo group is concentrated on
driving sustainable, profitable growth with technology and automation
increasing efficiency across the business..

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