REG - Frasers Group PLC Mulberry Group PLC Brown (N.) Group PLC - Update on N Brown and Mulberry

FrasersAnnouncement

18/10/2024 09:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241018:nRSR7804Ia&default-theme=true

RNS Number : 7804I  Frasers Group PLC  18 October 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 SUCH JURISDICTION

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE"). THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.

FOR IMMEDIATE RELEASE

 

18 October 2024

FRASERS GROUP PLC

Update on N Brown and Mulberry

Frasers Group plc ("Frasers" or "the Group") is pleased to confirm that it has
signed an irrevocable undertaking to vote in favour of the recommended cash
acquisition of N Brown Group plc ("N Brown") by Falcon 24 Topco Limited, a
company owned and controlled by Joshua Alliance, which was announced on 17
October 2024 (the "Acquisition Announcement") (the "Acquisition").

Frasers currently holds 94,819,496 N Brown shares, representing approximately
20.3% of N Brown's issued share capital. The Acquisition values each N Brown
share at 40 pence per share. At 40 pence per N Brown share, Frasers would have
been a willing buyer or a willing seller. As it is, Frasers is a willing
seller.  Frasers wishes Joshua Alliance and the N Brown management team every
success for the future, and although Frasers will have divested of its
shareholding in full, Frasers looks forward to a strategic relationship with
Joshua Alliance and the N Brown team post-Acquisition. Frasers would also like
to take the opportunity to thank N Brown and Joshua Alliance for the fulsome
engagement ahead of the Acquisition Announcement.

Frasers also refers to its announcement of 11 October 2024 regarding its
revised possible cash offer for the entire issued and to be issued share
capital of Mulberry Group plc ("Mulberry") not already owned by Frasers
at 150 pence per Mulberry share (the "Revised Proposal"). For the reasons
set out in the announcement, Frasers believes that the Revised Proposal should
be given due and proper consideration. Frasers notes that it is still yet to
receive formal feedback from the Board of Mulberry on the Revised Proposal.

Frasers also notes the announcement from Challice Ltd ("Challice") on 13
October 2024 regarding Frasers possible offer for Mulberry, specifically the
remarks that Challice has no interest in either selling its Mulberry shares to
Frasers or providing Frasers with any irrevocable or other undertaking with
regards the possible offer. Accordingly, Frasers has sought to engage with
Challice directly.

 

 

Enquiries

 Frasers Group plc
 Chris Wootton (Chief Financial Officer)  +44 344 245 9200

 Robert Palmer (Company Secretary)
 Jefferies International Limited (Sole Financial Adviser to Frasers)
 Philip Noblet                            +44 20 7029 8600

 Ed Matthews

 William Brown

 

Further information

For the purposes of Rule 2.5(a) of the Code, Frasers reserves the right to
vary the terms of the Revised Proposal, including making a firm offer for
Mulberry on less favourable terms than those set out in the Revised Proposal
Announcement:

·      with the agreement of the Mulberry Board; or

·      if a third party announces (after the date of the Revised
Proposal Announcement) a firm intention to make an offer under Rule 2.7 of the
Code or a possible offer under Rule 2.4 of the Code for Mulberry which, at
that date, is of a value less than the value implied by the Revised Proposal;
or

·      following the announcement of a Rule 9 waiver transaction
pursuant to the Code, or a reverse takeover (as defined in the Code).

In addition, Frasers reserves the right to introduce other forms of
consideration and/or vary the mix or composition of consideration of any firm
offer, if made. In accordance with the Code, Frasers reserves the right to
reduce the terms of the Revised Proposal by the aggregate amount of any
dividend (or other distribution or return of capital), which is announced,
declared, paid or becomes payable by Mulberry after the date of the Revised
Proposal Announcement.

There can be no certainty that any firm offer will be made by Frasers for
Mulberry.

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 the
Code, 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.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Frasers and no one else in connection with the Possible Offer
and shall not be responsible to anyone other than Frasers for providing the
protections afforded to clients of Jefferies, nor for providing advice in
connection with the Possible Offer or any matter referred to herein. Neither
Jefferies 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 Jefferies in connection with the Possible
Offer, this announcement, any statement contained herein or otherwise.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on Frasers website (www.frasers.group (http://www.frasers.group) )
by no later than 12 noon on the business day following the date of this
announcement. The content of the available website referred to in this
announcement is not incorporated into, and does not form part of, this
announcement

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category may vary
slightly and figures shown as totals may not be an arithmetic aggregation of
the figures that precede them.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Possible Offer, and other
information published by Frasers contain statements about Frasers and Mulberry
that are or may be deemed to be forward looking statements. All statements
other than statements of historical facts included in this announcement may be
forward looking statements. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "should",
"would", "could", "anticipates", "estimates", "projects" or "strategy" or
words or terms of similar substance or the negative thereof. Forward looking
statements include statements relating to the following: (i) future capital
expenditures, expenses, profits, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion
and growth of the Company operations and potential synergies resulting from
the Possible Offer; and (iii) the effects of government regulation on the
wider Frasers group or the wider Mulberry group's business.

These forward-looking statements are not guarantees of future performance.
Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward-looking statements.
These factors include, but are not limited to, the satisfaction of the
conditions to the Possible Offer, as well as additional factors, such as
changes in political and economic conditions, changes in the level of capital
investment, retention of key employees, changes in customer habits, success of
business and operating initiatives and restructuring objectives, impact of any
acquisitions or similar transactions, changes in customers' strategies and
stability, competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates, the outcome of any
litigation. Due to such uncertainties and risks, readers are cautioned not to
place undue reliance on such forward-looking statements, which speak only as
of the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Frasers or Mulberry or any of their
respective members, directors, officers or employees or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. Frasers disclaim any obligation to update any forward-looking
or other statements contained in this announcement, except as required by
applicable law.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDZZMMGRRNGDZG