REG - Frasers Group PLC MySale Group PLC - Mandatory Cash Offer for MySale Group plc

FrasersAnnouncement

26/09/2022 07:00

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RNS Number : 5407A  Frasers Group PLC  26 September 2022

26 September 2022

 

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

FRASERS GROUP PLC

IRREVOCABLE COMMITMENT ON BEHALF OF CARL JACKSON AND OTHERS

and

MANDATORY CASH OFFER

for

MYSALE GROUP PLC

and

ACCEPTANCE LEVEL ANNOUNCEMENT

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 at a price of 2 pence
per MySale Share (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 16 September 2022, the directors of MySale published MySale's response to
the Offer, recommending that MySale Shareholders do not accept the Offer as
they are of the view that a price of 2 pence per MySale Share does not reflect
an adequate value or premium for control of MySale and therefore undervalues
MySale and its prospects. On the same date, Carl Jackson resigned from his
position as the Non-executive Chairman of MySale as a result of conflicts
arising in his role as a director of MySale with his personal position as a
substantial MySale Shareholder. Carl Jackson informed the Board of MySale that
he intended to accept the Offer in respect of his holding of MySale Shares and
convert his holding (held via Jackson Future Funds Pty Limited) of Convertible
Loan Notes into MySale Shares and accept the Offer in respect of such MySale
Shares on the basis that accepting the Offer provides him with the greatest
certainty of receiving 2 pence per MySale Share in the foreseeable future in
respect of his MySale Shares, having regard (amongst other things) to the
historic low liquidity of MySale Shares.

As further detailed in this announcement, Frasers has now received an
irrevocable commitment from Jackson Family Capital Pty Limited to sell
103,745,000 MySale Shares, being all of the MySale Shares currently 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 (being at least 43,319,189 MySale Shares
depending on the date of conversion). In addition, Frasers has received an
irrevocable commitment from Jamie Jackson to sell a further 62,145,385 MySale
Shares, being all of the MySale Shares currently held by or on behalf of Jamie
Jackson, at a price of 2 pence per MySale Share.

As a result, Frasers is now interested in 481,276,224 MySale Shares,
representing 48.5% per cent. of the voting rights of MySale (including the
voting rights in respect of 43,319,189 MySale Share arising from the
conversion by Jackson Future Funds Pty Limited of its holding of Convertible
Loan Notes). Under Rule 9 of the Takeover Code, Frasers is now required to
make a mandatory cash offer for the MySale Shares not already held by Frasers
(or any persons acting in concert with it).

Frasers now intends to seek to acquire additional MySale Shares by means of
market or other purchases and in accordance with the Takeover Code. Frasers
believes that accepting the Offer (or otherwise selling MySale Shares to
Frasers) will provide MySale Shareholders with the opportunity to achieve an
immediate liquidity event.  Frasers also believes that a price of 2 pence per
MySale Share (such price being no less than the highest price paid by Frasers
(or any person acting in concert with it) for any MySale Share during the 12
months prior to the date of this announcement) reflects a fair valuation of
each MySale Share.

2.    Mandatory Offer

Under Rule 9 of the Takeover Code Frasers is now required to make a mandatory
cash offer for the MySale Shares not already held by Frasers (or any persons
acting in concert with it), at a price of 2 pence per MySale Share (such price
being no less than the highest price paid by Frasers (or any person acting in
concert with it) for any MySale Share during the 12 months prior to the date
of this announcement).

Frasers therefore announces that the Offer is now 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. The Mandatory Offer of 2 pence in cash for each MySale
Share is final and the offer price will not be increased, except that Frasers
reserves the right to increase the offer price if there is an announcement on
or after the date of this announcement of an offer or a possible offer for
MySale by a third party offeror or potential offeror.

In accordance with Rule 9 of the Takeover Code, all of the conditions set out
in Part A of Appendix 1 to the Offer Document other than the Acceptance
Condition in paragraph 1 of Part A of Appendix 1 shall immediately cease to
apply.

In accordance with Note 9 to Rule 9 of the Takeover Code, as there is no
change in the consideration offered, a revised Offer Document will not be
published in respect of the Mandatory Offer and, before taking any action, you
should read the Offer Document as amended by the terms of this announcement.

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.    Irrevocable commitments on behalf of Carl Jackson and others and
intention to make market or other purchases

On 26 September 2022, Frasers received an irrevocable commitment from Jackson
Family Capital Pty Limited to sell to Frasers the 103,745,000 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 (of which Carl Jackson is a
director) to sell to Frasers such number of MySale Shares held by it arising
pursuant to the conversion of the Convertible Loan Notes held by  it (being
at least 43,319,189 MySale Shares depending on the date of conversion), in
each case at a price of 2 pence per MySale Share.

On the same date, Frasers also received an irrevocable commitment from Jamie
Jackson to sell to Frasers the 62,145,385 MySale Shares held by him (or on his
behalf) at a price of 2 pence per MySale Share.

As a result, Frasers is now interested in 481,276,224 MySale Shares,
representing 48.5 per cent. of MySale's issued share capital (as increased by
43,319,189 MySale Shares arising from the conversion by Jackson Future Funds
Pty Limited of its holding of Convertible Loan Notes).

Frasers also intends to purchase MySale Shares within the market on AIM or
otherwise from MySale Shareholders in accordance with the Takeover Code.

4.    Acceptance procedure

Acceptances of the Offer shall be deemed to be acceptances of the Mandatory
Offer in accordance with paragraph 4 of Section C of Part II of the Offer
Document. Therefore, MySale Shareholders who have already validly accepted
(and not validly withdrawn) the Offer are not required to take any further
action in respect of the Mandatory Offer.

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.

5.    Level of acceptances

In accordance with Rule 17 of the Takeover Code, Frasers announces that, as at
7.00 a.m. (London time) on 26 September 2022, Frasers had received valid
acceptances of the 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 holds 270,666,650 MySale Shares, and has an in interest in a further
1,400,000 through contracts for difference held by Frasers, together
representing approximately 28.7 per cent. of MySale's entire issued share
capital as at 23 September 2022 (being the last Business Day prior to the date
of this announcement). As at 7.00 a.m. (London time) on 26 September 2022,
Frasers owns or has received valid acceptances in respect of a total of
273,242,338 MySale Shares, representing approximately 28.8 per cent. of
MySale's issued share capital, which may count towards satisfaction of the
Acceptance Condition.

Further, upon settlement of the share purchases from Jackson Family Capital
Pty Limited, Lynchwood Nominees Limited and Jamie Jackson of the MySale Shares
held by them and the sale of the MySale Shares arising from the conversion of
the Convertible Loan Notes held Jackson Future Funds Pty Limited, Frasers will
own, be interested in or have received valid acceptances in respect of a total
of 482,451,912 MySale Shares, representing approximately 48.6 per cent. of
MySale's issued share capital, which may count towards satisfaction of the
Acceptance Condition.

6.    Interests in MySale Shares

As at close of business on 23 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.

7.    MySale Shareholders resident in Australia

Frasers has now obtained relief from the Australian Securities and Investments
Commission to enable it to formally extend the Mandatory Offer to shareholders
resident in Australia. As a result, Australia is no longer a Restricted
Jurisdiction for the purposes of the Mandatory Offer and Frasers has sent
offer documentation to shareholders resident in Australia.

8.    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.

9.    General

The calculations in this announcement are based upon the issued share capital
of MySale as at 7:00 am (London time) on 26 September 2022 of 949,274,076
MySale Shares and, where stated, an issued share capital of 992,593,265 MySale
Shares arising from the conversion by Jackson Future Funds Pty Limited of its
holding of Convertible Loan Notes into 43,319,189 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.

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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