REG - Frasers Group PLC Mulberry Group PLC - Share subscription and Rule 9 dispensation

FrasersAnnouncement

04/10/2024 07:00

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RNS Number : 9107G  Frasers Group PLC  04 October 2024

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4 October 2024

Frasers Group Plc

("Frasers Group" or the "Company")

PARTICIPATION BY FRASERS IN SUBSCRIPTION SHARES OF MULBERRY GROUP PLC AND
DISPENSATION FROM RULE 9

 

 

Further to the announcement by Mulberry Group Plc ("Mulberry") on 3 October
2024 (the "Update Announcement") regarding an update on the subscription for
10,000,000 new ordinary shares of five pence each (the "Subscription Shares")
in the capital of Mulberry (the "Subscription") originally announced by
Mulberry on 27 September 2024 (the "Capital Raising Announcement"), Frasers
Group confirms it has successfully applied to Mulberry to subscribe for
3,961,100 Subscription Shares in Mulberry at 100 pence per share in accordance
with the clawback provisions of the Subscription.

 

Frasers Group's participation in the Subscription will result in Frasers Group
holding interests in 26,110,537 Mulberry ordinary shares representing between
36.9 per. cent. and 37.3 per. cent. of the existing issued share capital, and
voting rights, of Mulberry ("Frasers Shareholding"). The range of Frasers
Shareholding is based on the outcomes of Mulberry's Retail Offer (as defined
in the Capital Raising Announcement), which remains open and, pursuant to
which, up to a further 750,000 shares may be issued to existing shareholders
in Mulberry.

 

Given Challice Ltd currently holds approximately 56 per. cent. of Mulberry's
issued share capital, Frasers Group has been granted a dispensation by the
Panel on Takeovers and Mergers (the "Takeover Panel") under Note 5(b) on the
Notes on Dispensations from Rule 9 of the Takeover Code (the "Code"). As a
consequence, Frasers Group's participation in the Subscription does not give
rise to an obligation for Frasers Group to make a mandatory cash offer to
other Mulberry shareholders under Rule 9 of the Code.

 

Mulberry is still in an offer period (as defined in the Code) and therefore
Frasers Group confirms, in accordance with Rule 2.4(c) of the Code, that it
will be required pursuant to Rule 2.6(a) of the Code by not later than 5:00
p.m. on 28 October 2024 (being 28 days following the announcement of its
possible offer for Mulberry released on 30 September 2024), to either announce
a firm intention to make an offer to Mulberry shareholders in accordance with
Rule 2.7 of the Code or announce that it does not intend to make an offer, in
which case the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline can be extended with the consent of the
Takeover Panel in accordance with Rule 2.6(c) of the Code.

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available at www.frasers.group
(https://urldefense.com/v3/__http:/www.frasers.group__;!!PePb2utDNNs!tsnLxCGtDj9uEYjLS67Xu68LaOKHHLhINqWYBSBTZ0igNEYnV7jMC2BgD8iifvyHxYjAPQNUVCJBapTFFFF1ZoJqSA$)
no later than 12:00 p.m. (London time) on 4 October 2024. The content of that
website is not incorporated into and does not form part of this announcement.

 

Further announcements will be made as appropriate.

 

 Frasers Group plc

 Christopher Wootton, Chief Financial Officer   T: 0344 245 9200

                                                E: financial@frasers.group (mailto:financial@frasers.group)

 Robert Palmer, Company Secretary               T: 0344 245 9200

 LEI: 213800JEGHHEAXIJDX34                      E: investor.relations@frasers.group (mailto:investor.relations@frasers.group)

The person responsible for arranging the release of this announcement on
behalf of the Company is Robert Palmer, Company Secretary of the Company.

Ends.

 

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