REG - Frasers Group PLC MySale Group PLC - Acceptance Level Update - MySale Group plc

FrasersAnnouncement

03/10/2022 07:00

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RNS Number : 4508B  Frasers Group PLC  03 October 2022

3 October 2022

 

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INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

FRASERS GROUP PLC

MANDATORY CASH OFFER

for

MYSALE GROUP PLC

ACCEPTANCE LEVEL UPDATE

1.         Introduction

On 17 August 2022, Frasers Group plc (Frasers) announced a firm intention to
make an offer for the entire issued and to be issued ordinary share capital of
MySale Group plc (MySale) not already owned by Frasers (the Offer).

On 2 September 2022, Frasers published an offer document (the Offer Document)
setting out the full terms and conditions of the Offer. Unless otherwise
defined herein, words and expressions defined in the Offer Document apply in
this announcement. A copy of the Offer Document is available at Frasers'
website: https://www.frasers.group/financials/offer-for-mysale-group-plc.

On 26 September 2022, Frasers announced that it had received an irrevocable
commitment from Jackson Family Capital Pty Limited to sell 103,745,000 MySale
Shares, being all of the MySale Shares held by Jackson Family Capital Pty
Limited and Lynchwood Nominees Limited on behalf of Carl Jackson / the Jackson
Family Trust and an irrevocable commitment from Jackson Future Funds Pty
Limited in respect of all of the MySale Shares arising from the conversion of
its holding of Convertible Loan Notes at a price of 2 pence per MySale Share
(representing 43,318,509 MySale Shares based on a conversion date of 26
September 2022). In addition, Frasers received an irrevocable commitment from
Jamie Jackson to sell a further 62,145,385 MySale Shares, being all of the
MySale Shares held by or on behalf of Jamie Jackson, at a price of 2 pence per
MySale Share. As a result of such irrevocable commitments and, at the time of
the announcement, Frasers was interested in 481,275,544 MySale Shares,
representing 48.5 per cent. of the voting rights of MySale (based on the
issued share capital at the time, including the voting rights in respect of
43,318,509 MySale Shares arising from the conversion by Jackson Future Funds
Pty Limited of its holding of Convertible Loan Notes, based on a conversion
date of 26 September 2022). Consequently, Frasers also announced that the
Offer had become a mandatory cash offer (the Mandatory Offer and, unless the
context otherwise requires, all references to the Offer in this announcement
shall be references to the Mandatory Offer) for the entire issued and to be
issued share capital of MySale, not already owned by Frasers (or any persons
acting in concert with it), at a price of 2 pence per MySale Share.

Since 26 September 2022, Frasers has:

·      acquired 100,000,000 MySale Shares from Jackson Family Capital
Pty Limited;

·      acquired 62,145,385 MySale Shares from Jamie Jackson;

·      swapped its interest in contracts for difference into 1,400,000
MySale Shares; and

·      acquired 13,161,748 MySale Shares by means of market or other
purchases.

The transactions above have all settled. In addition, Frasers has agreed to
purchase a further 1,000,000 MySale Shares from others in the market.

Upon (i) settlement of the purchase of the additional 1,000,000 MySale Shares
referred to above; (ii) settlement of the remaining 3,745,000 MySale Shares
held by Jackson Family Capital Pty Limited and Lynchwood Nominees Limited on
behalf of Carl Jackson / the Jackson Family Trust (which Frasers has already
agreed to acquire); and (iii) the purchase and settlement of the 43,318,509
MySale Shares arising from the conversion of the Convertible Loan Notes held
by Jackson Future Funds Pty Limited, Frasers will own or have received valid
acceptances in respect of a total of 496,612,980 MySale Shares, representing
approximately 50.01 per cent. of MySale's issued share capital, which may
count towards satisfaction of the Acceptance Condition and, at this point, the
Mandatory Offer will become unconditional.

2.         Condition to the Mandatory Offer

MySale Shareholders are reminded that, as a summary and subject to the fuller
description in the Offer Document, the Acceptance Condition shall be satisfied
if valid acceptances of the Mandatory Offer have been received (and not
validly withdrawn) by no later than 1.00pm (London time) on the Unconditional
Date in respect of such number of MySale Shares which, when aggregated with
the MySale Shares held by Frasers and its concert parties at the date of the
Offer and any MySale Shares acquired or agreed to be acquired by Frasers and
its concert parties on or after such date, carry more than 50 per cent. Of the
voting rights then normally exercisable at a general meeting of MySale.

3.         Level of acceptances

In accordance with Rule 17 of the Takeover Code, Frasers announces that, as at
5:00pm (London time) on 30 September 2022, Frasers had received valid
acceptances of the Mandatory Offer in respect of a total of 1,175,688 MySale
Shares, representing approximately 0.12 per cent. Of MySale's existing issued
share capital, which may count towards satisfaction of the Acceptance
Condition.

So far as Frasers is aware, none of these acceptances had been received from
persons acting in concert with it.

Frasers currently holds 447,373,783 MySale Shares, including those acquired
through the settlement of market purchases from Jackson Family Capital Pty
Limited, Jamie Jackson, and others and including those acquired via the
conversion of 1,400,000 contracts for difference held by it, together
representing approximately 45.05 per cent. of MySale's entire issued share
capital as at 30 September 2022 (being the last Business Day prior to the date
of this announcement). As at 5:00pm (London time) on 30 September 2022,
Frasers owns or has received valid acceptances in respect of a total of
448,549,471 MySale Shares, representing approximately 45.17 per cent. of
MySale's issued share capital, which may count towards satisfaction of the
Acceptance Condition.

Furthermore, upon (i) settlement of the remaining 3,745,000 MySale Shares held
by Jackson Family Capital Pty Limited and Lynchwood Nominees Limited on behalf
of Carl Jackson / the Jackson Family Trust (which Frasers has already agreed
to acquire); (ii) the purchase and settlement of the 43,318,509  MySale
Shares arising from the conversion of the Convertible Loan Notes held by
Jackson Future Funds Pty Limited; and (iii) the settlement of the additional
1,000,000 MySale Shares that have been agreed to be purchased from others in
the market, Frasers will own or have received valid acceptances in respect of
a total of 496,612,980 MySale Shares, representing approximately 50.01 per
cent. of MySale's issued share capital, which may count towards satisfaction
of the Acceptance Condition and, at this point, the Mandatory Offer will
become unconditional.

4.         Interests in MySale Shares

As at close of business on 30 September 2022 (being the last Business Day
prior to the date of this announcement), save as disclosed in this
announcement, neither Frasers nor any of its directors, nor, so far as Frasers
is aware, any persons acting in concert (within the meaning of the Takeover
Code) with Frasers, for the purposes of the Mandatory Offer: a) had any
interest in, or right to subscribe for, any Relevant Securities; b) had any
short position (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery of Relevant Securities; c) has borrowed or lent (including,
for these purposes, entering into any financial collateral arrangements of the
kind referred to in Note 4 on Rule 4.6 of the Takeover Code) any Relevant
Securities; or d) has any outstanding irrevocable commitment or letter of
intent with respect to Relevant Securities. Furthermore, save as disclosed in
this announcement, no arrangement exists with Frasers in relation to Relevant
Securities. For these purposes, an arrangement includes any indemnity or
option arrangement, any agreement or any understanding, formal or informal, of
whatever nature, relating to Relevant Securities which may be an inducement to
deal or refrain from dealing in such securities

5.         Acceptance procedure

MySale Shareholders who have not yet accepted the Mandatory Offer are urged to
do so as soon as possible by signing and returning the Form of Acceptance, or
by making an Electronic Acceptance, as soon as possible and, in any event, so
as to be received or settled by no later than 1.00 p.m. (London time) on the
Unconditional Date, which is 1 November 2022 or such earlier date as Frasers
may specify in any Acceleration Statement unless, where permitted, it has
withdrawn that statement.

Full details of how to accept the Mandatory Offer in respect of certificated
and uncertificated Shares are set out in the Offer Document which is available
on Frasers' website at
https://www.frasers.group/financials/offer-for-mysale-group-plc and in the
case of certificated Shares, the Form of Acceptance, which is available from
Frasers' receiving agents, Computershare Investor Services plc, by telephoning
+44 (0370) 707 1076.

6.         Compulsory acquisition, cancellation of trading and
admission of MySale Shares and re-registration

If Frasers receives acceptances under the Mandatory Offer in respect of,
and/or otherwise acquires or contracts to acquire, 90 per cent. or more of the
MySale Shares to which the Mandatory Offer relates and assuming that all of
the other Conditions to the Mandatory Offer have been satisfied or waived (if
capable of being waived), Frasers intends to exercise its rights in accordance
with Part 18 of the Companies Jersey Law to acquire compulsorily the remaining
MySale Shares on the same terms as the Mandatory Offer.

If the Mandatory Offer becomes or is declared unconditional in all respects
and if Frasers then holds 75 per cent. of the issued share capital of MySale,
Frasers will consider making an application for the cancellation of the
admission of MySale Shares to trading on AIM.

It is anticipated that, subject to any applicable requirements of the London
Stock Exchange, cancellation of admission to trading on AIM will take effect
no earlier than 20 Business Days after such application is made. Frasers may
also consider causing MySale to be re-registered as a Jersey private company,
either as part of that process or at a separate extraordinary general meeting
convened following MySale ceasing to be admitted to trading on AIM.

Any cancellation of the admission of the MySale Shares to trading on AIM would
significantly reduce the liquidity and marketability of any MySale Shares in
respect of which the Mandatory Offer has not been accepted at that time and
the value of any such MySale Shares may be adversely affected as a
consequence.

7.         General

The calculations in this announcement are based upon the issued share capital
of MySale as disclosed by MySale on 29 September 2022, being 992,952,585
MySale Shares held outside of treasury and 396,035 MySale Shares held in
treasury. As at 29 September 2022, MySale had AUD$1,200,000 of Convertible
Loan Notes in issue, which have a maturity date of 30 April 2025 and are
convertible into MySale Shares at a conversion price of 1.5 pence (or
A$0.02625, with exchange rate fixed at GBP:AUD rate of 1.75), per MySale
Share. The Convertible Loan Notes pay interest at a rate of 7% per annum,
paid-in-kind in MySale Shares.

Enquiries:

Numis (Financial adviser to
Frasers)
Tel: 020 7260 1000

Luke Bordewich

Stuart Ord

Ollie Steele

Frasers

Robert Palmer, Company
Secretary
Tel: 0344 245 9200

LEI: 213800JEGHHEAXIJDX34

Numis Securities Limited (Numis), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as financial
adviser exclusively for Frasers and no-one else in connection with the matters
referred to in this announcement and will not regard any other person as its
client in relation to such matters and will not be responsible to anyone other
than Frasers for providing the protections afforded to clients of Numis, nor
for providing advice in relation to any matter referred to in this
announcement.

Website publication

A copy of this announcement will be published pursuant to Rule 26.1 of the
Code, subject to restrictions relating to persons resident in any Restricted
Jurisdiction, on Frasers' website at
https://www.frasers.group/financials/offer-for-mysale-group-plc by no later
than 12 noon (London time) on the business day following the publication of
this announcement. The contents of Frasers' website are not incorporated into
and do not form part of this announcement.

Requesting hard copy documents

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a
copy of this announcement in hard copy form by contacting Numis on +44 (0)20
7260 1000. A person may also request that all future documents, announcements
and information to be sent to that person in relation to the Mandatory Offer
should be in hard copy form. For persons who receive a copy of this
announcement in electronic form or via a website notification, a hard copy of
this announcement will not be sent unless so requested.

Further information

1          This announcement is for information purposes only. It is
not intended to, and does not, constitute or form part of, any invitation,
offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe, sell or otherwise dispose of any securities, or the solicitation of
any vote or approval in any jurisdiction, pursuant to the Mandatory Offer or
otherwise. The Mandatory Offer is made solely by means of the Offer Document
and, in respect of MySale Shares held in certificated form, the Form of
Acceptance, which contains the full terms and conditions of the Mandatory
Offer, including details of how the Mandatory Offer may be accepted. Any
decision in respect of, or other response to, the Mandatory Offer should be
made only on the basis of the information contained in those documents. MySale
Shareholders should read the Mandatory Offer Document and other formal
documentation relating to the Mandatory Offer carefully.

2          This announcement has been prepared for the purpose of
complying with English law and regulation (including the Takeover Code), and
the information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
and regulations of jurisdictions outside of England.

3          The distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by the laws and/or regulations
of those jurisdictions. Therefore, any persons who are subject to the laws and
regulations of any jurisdiction other than the United Kingdom should inform
themselves about and observe any applicable requirements in their
jurisdiction. Any failure to comply with the applicable requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction.

4          The availability of the Mandatory Offer to persons who are
resident in jurisdictions other than the United Kingdom may be restricted by
the laws and/or regulations of those jurisdictions. Therefore, persons who are
not resident in the United Kingdom into whose possession this announcement
comes should inform themselves about and observe any such restrictions in
their jurisdiction. Failure to comply with any such restrictions may
constitute a violation of the laws and/or regulations of any such
jurisdiction.

5          Copies of this announcement are not being and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction, and persons receiving the
announcement (including custodians, nominees and trustees) must not mail or
otherwise distribute or send it in, into or from such Restricted Jurisdictions
as doing so may invalidate any purported acceptance of the Mandatory Offer.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Mandatory Offer Period and, if later, following the
announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) MySale and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th Business Day following the
commencement of the Mandatory Offer Period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th Business Day following the announcement
in which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of MySale or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of
MySale or of any securities exchange offeror must make a Dealing Disclosure if
the person deals in any relevant securities of MySale or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) MySale and (ii) any
securities exchange offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time)
on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Takeover
Code.

Opening Position Disclosures must also be made by MySale and by any offeror
and Dealing Disclosures must also be made by MySale, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the
Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

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