REG - Frasers Group PLC MySale Group PLC - Offer for Mysale Group plc

FrasersAnnouncement

17/08/2022 11:45

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RNS Number : 3416W  Frasers Group PLC  17 August 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 such jurisdiction.

17 August 2022

For immediate release

This Announcement contains inside information

FRASERS GROUP PLC

cash offer

for

MYSALE GROUP PLC

1.   Introduction

Frasers Group plc (Frasers Group) announces a cash offer to acquire the entire
issued and to be issued ordinary share capital of MySale Group plc (MySale)
not already held by Frasers Group at a price of 2 pence per MySale Share (the
Offer).

Frasers Group will make the Offer through the despatch of the Offer Document
and Form of Acceptance, both of which will be posted to MySale Shareholders
(or made available electronically in accordance with the Takeover Code) no
later than 28 days after the date of this Announcement (unless agreed
otherwise with the Panel). The Offer Document will contain the formal terms
of, and Conditions applicable to, the Offer.

2.   The Offer

Under the terms of the Offer, which will be subject to the Conditions and
further terms set out in Appendix 1 to this Announcement and to the full terms
and Conditions to be set out in the Offer Document and, in respect of MySale
Shares held in certificated form, the Form of Acceptance, MySale Shareholders
shall be entitled to receive:

2 pence in cash for each MySale Share

The Offer values the entire issued and to be issued share capital of MySale
not currently held by Frasers Group at approximately £13.6 million (not
taking into account the exercise of any outstanding options which may have
vested under the MySale Share Plans or any conversion event pursuant to the
Convertible Loan Notes).

On 29 June 2022, Frasers Group acquired 270,666,650 MySale Shares and,
together with the contracts for difference already held by it, Frasers Group
increased its stake in MySale to 28.7% and became MySale's largest
shareholder. Since the disclosure of Frasers Group's acquisition of this
further stake, the market price of MySale Shares has increased. The Offer of 2
pence in cash for each MySale Share represents:

·    a 60.0% premium to the closing price of 1.25p per MySale Share on 28
June 2022 (being the day prior to the date of acquisition by Frasers Group of
its existing holding of MySale Shares);

·    a 50.8% premium to the volume weighted average price of 1.33p per
MySale Share during the three-month period ending on and including 28 June
2022 (being the day prior to the date of acquisition by Frasers Group of its
existing holding of MySale Shares);

·    a 9.2% premium to the volume weighted average price of 1.83p per
MySale Share during the six-month period ending on and including 28 June 2022
(being the day prior to the date of acquisition by Frasers Group of its
existing holding of MySale Shares); and

·    a 25.7% discount to the closing price of 2.69p per MySale Share on 16
August 2022 (being the last Business Day prior to the date of this
Announcement).

The Offer of 2 pence in cash for each MySale Share is final and the offer
price will not be increased, except that Frasers Group 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.

The Offer will extend to all issued MySale Shares which are not held by
Frasers Group and any further MySale Shares which are unconditionally allotted
and/or issued and fully paid before the Offer closes.

It is intended that the Offer will be implemented by way of a takeover offer
within the meaning of Part 18 of the Companies Jersey Law. The Offer is
subject to valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by no later than 1.00 p.m. (London time) on the
Unconditional Date (or such later time(s) and/or date(s) as Frasers Group may,
in accordance with the Takeover Code or with the consent of the Panel, decide)
in respect of such number of MySale Shares which, when aggregated with the
MySale Shares held by Frasers Group at the date of the Offer and any MySale
Shares acquired or agreed to be acquired by Frasers Group on or after such
date, carry more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of MySale, including for this purpose (except
to the extent otherwise agreed with the Panel) any such voting rights
attaching to MySale Shares that are unconditionally allotted and/or issued
before the Offer becomes or is declared unconditional whether pursuant to the
exercise of any outstanding subscription or conversion rights or otherwise.

MySale Shares will be acquired fully paid and free from all liens, charges,
equitable interests, security interests, encumbrances, rights of pre-emption
and other third-party rights or interests together with all rights attaching
thereto including, without limitation, the right to receive all dividends and
other distributions (if any) announced, declared, made or paid thereafter.

Frasers Group reserves the right to reduce the Offer consideration by the
amount of any dividend (or other distribution) which is paid or becomes
payable by MySale to the holders of MySale Shares following the date of this
Announcement and prior to the Offer becoming or being declared unconditional.

There are no agreements or arrangements to which Frasers Group is a party
which relate to the circumstances in which it may or may not invoke or seek to
invoke a precondition or a Condition to the Offer.

There are no inducement fees or similar arrangements between Frasers Group and
MySale.

3.   Background to and reasons for the Offer

Frasers Group is a long-established retailer operating with a diverse
portfolio of sport, fitness, premium lifestyle and luxury goods in over 20
countries and operations in physical stores and e-commerce. It is accelerating
its strategy to provide consumers with access to the world's best sports,
premium and luxury brands by providing a world-leading retail ecosystem.

Frasers Group has extensive ambitions to grow its business outside of the UK
and is exploring the potential for further international expansion through
acquisitions, joint ventures and organic openings.

Frasers Group has begun to expand its operational capabilities in Europe, with
a new development site in Bitburg, Germany set to open in the coming years to
support growth across continental Europe. Frasers Group is also continually
innovating across its supply chain and logistics to drive further
efficiencies. Its Shirebrook site is the biggest auto-store in Europe giving
it significant operational efficiencies and support for the smooth integration
of acquisitions into the Frasers Group platform, enabling both its owned
brands and brand partners to benefit from its world-leading operations and
logistics capabilities. The recently trialled new headless e-commerce platform
on its Malaysian site will allow Frasers Group to be more agile when entering
new territories or deploying changes to its technology stack once rolled out
across Frasers Group.

On 29 June 2022, Frasers Group acquired 270,666,650 MySale Shares and,
together with the contracts for difference already held by it, increased its
stake in MySale to 28.7% and became MySale's largest shareholder. Consistent
with its growth strategy, the Offer would allow Frasers Group to increase its
presence in Australia and the surrounding regions at a faster rate than via
organic growth.  It also believes that the MySale business would be
complementary to that of the existing Frasers Group (including providing the
opportunity to clear end of line Frasers Group products via MySale's
established clearance channel). This pipeline will be further enhanced by the
benefits of counter seasonality between the European and Australian
climates.

Through the combination of the resources available to Frasers Group and the
capabilities of the MySale business, Frasers Group believes the Offer can
accelerate Frasers Group's global growth strategy, enhance its operational
capabilities and its offering to consumers and provide a platform from which
to explore further opportunities for investment in retail opportunities in
Australia and the surrounding regions.

4.   Information about Frasers Group

Frasers Group is a public limited company incorporated in England and Wales on
21 December 2006 under the Companies Act 2006 with registered number 06035106.
Frasers Group is a long-established retailer operating with both physical
stores and e-commerce operations. Frasers Group operates a diverse portfolio
of sport, fitness, premium lifestyle and luxury goods across over 20
countries. This portfolio is managed through five operational segments: UK
sports retail, premium lifestyle, European retail, rest-of-world and wholesale
and licensing. These segments are underpinned by the multi-channel ELEVATE
strategy, which is focused on the store experience, digital capabilities and
product offering. The pioneering approach to retail continues to grow stores
and transform its own brands and customer proposition.  Frasers Group has
been listed on the premium segment of the Official List since 2007 and has a
market capitalisation of approximately £4.1 billion, with unaudited full year
(excluding Studio Retail Limited) revenue of £4.7 billion and profit before
tax of £366.1 million for the year to 25 April 2022.

5.   Information about MySale

MySale is a registered public company incorporated in Jersey with company
number 115584. MySale is an online off-price, retail platform offering a
large, curated selection of branded fashion, beauty and homewares products
through three core websites and associated mobile applications, including
OZSALE.com.au, NZSALE.co.nz and SINGSALE.com.sg. MySale provides a discovery
based online shopping experience for its customers. New sales events are
offered daily with a curated selection of branded products at discounted
prices, typically in limited quantities and for limited time periods, to seek
to create excitement for customers. MySale's suppliers are offered a suite of
inventory solutions to fulfil their demand for inventory management and
increase customer awareness of their brands and products. As at 30 June 2021
MySale had approximately 529,300 active customers, 1.5 million subscribed
users, 8 million app downloads and 1.25 million stock keeping units listed on
its platform.

6.   Frasers Group's intentions regarding MySale's business, management,
employees and pension schemes

Frasers Group has not made an approach to, or had any discussions with, MySale
management in relation to the Offer. As such, Frasers Group has not undertaken
any non-public due diligence. However, Frasers Group is currently MySale's
largest shareholder and, recognising the limitations of due diligence within a
public company context, Frasers Group has leveraged its industry expertise and
knowledge as a well-established and highly respected retailer. Consequently,
Frasers Group believes it has a clear understanding of the MySale business and
the opportunities that the acquisition of MySale could provide.

Frasers Group has ambitions to increase its presence in Australia and the
surrounding regions and believes that this can be better achieved via
acquisitions than organically. Frasers Group's primary motivation behind the
Offer is to increase its presence in Australia and New Zealand, where the
MySale business is already established, and to use this as a platform to
invest in and develop the Frasers Group and MySale businesses across the
region through a combination of the channels that MySale operates and the
wider strategic input and resources of Frasers Group.

Frasers Group believes that the MySale business would be complementary to that
of the existing Frasers Group (including providing the opportunity to clear
end of line Frasers Group products via MySale's established clearance
channel), which Frasers Group and MySale could utilise to grow and develop
MySale. This pipeline will be further enhanced by the benefits of counter
seasonality between the European and Australian climates. Frasers Group
intends to seek to develop MySale's existing network of buyers and sellers and
to continue to offer third party brands to MySale members.

Frasers Group intends to invest in MySale and, also intends to use MySale as a
vehicle for making other investments in the region, including investing in
retail opportunities that sit outside MySale's current business model. Frasers
Group's aim is to invest in MySale's long-term future, to support the
evolution of the MySale business as part of Frasers Group and to enhance the
next stage of MySale's growth and development.

Frasers Group intends to work with the MySale management team to ensure the
long-term future of the MySale business. Frasers Group may make additional
hires and expand the current management team but  Frasers Group has no
intention to make any changes to the continued employment of MySale's current
employees and management (and those of its subsidiaries), including any
material change in conditions of employment, the balance of skills and
function of the employees and management (save where staff do not relocate in
connection with the establishment of any new or replacement warehousing or
expansion to establish a physical presence in new geographical regions).
Frasers Group also has no intention to make any changes to any employer
contributions into MySale's pension schemes, the accrual of benefits for
existing members and the admission of new members.

MySale's headquarters are in Sydney, New South Wales, Australia. Frasers Group
has no intention within 12 months following the Offer becoming or being
declared unconditional to relocate MySale's headquarters and headquarter
functions from its current location.

Frasers Group has no intention within 12 months following the Offer becoming
or being declared unconditional to make any material changes to the deployment
of MySale's fixed assets save that certain fixed assets may be upgraded and/or
replaced as part of Frasers Group's investment in MySale. Frasers Group may
consider expanding MySale's business to include physical bricks-and-mortar
stores. Frasers Group may also look to acquire or lease additional or (if
relevant) replacement warehousing in order to hold increasing amounts of
Frasers Group inventory and to support the requirements of the MySale business
as it grows and evolves. In the event that any warehousing facilities that
MySale may have are relocated or MySale's business is expanded to establish a
physical presence in a new area, this could result in a reduction in, or the
relocation of, MySale's employees (and those of its subsidiaries) in the
relevant area, although Frasers Group does not believe that this would result
in an overall reduction in the number of employees as new colleagues would
join the MySale business at its new premises.

Given MySale is an online flash sales retailer, Frasers Group does not believe
there is an existing research and development function and, as a result,
Frasers Group has no intentions regarding and has no plans to change MySale's
research and development functions.

Save for the further development of the clearing channels for Frasers Group's
end of line products and integration into Frasers Group, Frasers Group does
not believe that the Offer will affect Frasers Group, its employees and
management (including employment conditions or balance of skills and
functions), strategic plans, places of business or its headquarters (including
Frasers Group's headquarter functions).

Frasers Group has confirmed that there is no agreement, arrangement or
understanding for the transfer of its MySale Shares to any third party.

MySale Shares are currently admitted to trading on AIM. As set out in
paragraph 12, if, following the Offer becoming, or being declared,
unconditional, Frasers Group has by virtue of acceptances of the Offer
acquired, or agreed to acquire, MySale Shares which, when aggregated with the
MySale Shares held by Frasers Group (and any persons acting in concert with
it), represent not less than 75 per cent. of the voting rights attached to the
MySale Shares, Frasers Group will consider making an application for the
cancellation of the admission of MySale Shares to trading on AIM.

7.   MySale Shares to which the Offer relates

The Offer shall extend to the MySale Shares not already owned by Frasers
Group, which represent approximately 71.3 per cent. of MySale's existing
issued ordinary share capital.

In addition, the Offer shall extend to any MySale Shares which are
unconditionally allotted and/or issued and fully paid (or credited as fully
paid) on or before the date on which the Offer closes as to acceptances (or
such earlier date as Frasers Group may, subject to the Takeover Code, decide).
This will include MySale Shares arising pursuant to the exercise of options
under the MySale Share Plans or pursuant to a conversion event under the
Convertible Loan Notes.

Frasers Group will make appropriate proposals to the participants of the
MySale Share Plans and to the holders of Convertible Loan Notes in due course.

8.   Financing of the Offer

The Offer will be financed from the existing cash resources of Frasers Group.

Numis, the financial adviser to Frasers Group, confirms that it is satisfied
that sufficient resources are available to Frasers Group to enable it to
satisfy in full the cash consideration payable to MySale Shareholders in the
event of full acceptance of the Offer.

9.   Disclosure of Interests in Relevant Securities

In this paragraph 9, "Relevant Securities'' means MySale Shares and securities
convertible into, or rights to subscribe for, options (including traded
options) in respect thereof and derivatives referenced thereto.

As at the close of business on 16 August 2022 (being the last Business Day
prior to the date of this Announcement), Frasers Group had the following
interests in Relevant Securities:

 Name            Nature of interest        Number of MySale Shares interested in  Interest as a percentage of issued MySale Shares

 Frasers Group   Owner of MySale Shares    270,666,650                            28.50%
 Frasers Group   Contracts for difference  1,400,000                              0.15%
                                           272,066,650                            28.65%

 

As at the close of business on 16 August 2022 (being the last Business Day
prior to the date of this Announcement), save as disclosed in this
Announcement, neither Frasers Group nor any of its directors, nor, so far as
Frasers Group is aware, any persons acting in concert (within the meaning of
the Takeover Code) with Frasers Group, for the purposes of the 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 Group 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.

10. Opening Position Disclosure

Frasers Group confirms that it will make a public Opening Position Disclosure,
which sets out the details required to be disclosed by it under Rule 8.1(a) of
the Takeover Code as soon as possible and by no later than 12 noon on 1
September 2022. Frasers Group confirms that any further necessary disclosures
in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 will be made as soon
as possible.

11. Posting of the Offer Document

The formal Offer Document containing full information relating to the Offer,
including its terms and conditions, will be posted to MySale Shareholders as
soon as practicable and in any event no sooner than 14 days nor no later than
within 28 days of the date of this Announcement.

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

If Frasers Group receives acceptances under the Offer in respect of and/or
otherwise acquires or contracts to acquire, 90 per cent. or more by number of
the MySale Shares to which the Offer relates, assuming that the Conditions
have been satisfied, Frasers Group 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 Offer.

MySale Shares are currently admitted to trading on AIM. An application to the
appropriate authorities for the cancellation of the admission of the MySale
Shares to trading on AIM requires approval from the holders of not less than
75 per cent. of the voting rights attached to the MySale Shares. If Frasers
Group has by virtue of acceptances of the Offer acquired (whether pursuant to
the Offer or otherwise treated for the purposes of Article 117(8) of the
Jersey Companies Law as having been acquired, or contracted to be acquired, by
virtue of acceptances of the Offer), or agreed to acquire, MySale Shares
which, when aggregated with the MySale Shares held by Frasers Group, represent
not less than 75 per cent. of the voting rights attached to the MySale Shares,
Frasers Group will consider making an application for the cancellation of the
admission of MySale Shares to trading on AIM. Should Frasers Group proceed
with a cancellation of the admission of MySale Shares to trading on AIM, a
notice period of not less than 20 Business Days will be given following which
MySale would cease to be admitted to trading on AIM. Frasers Group 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 Offer has not been accepted at that time and the value of
any such MySale Shares may be adversely affected as a consequence.

13. Overseas MySale Shareholders

The availability of the Offer to MySale Shareholders who are not resident in
the UK or Jersey may be affected by the laws and/or regulations of their
relevant jurisdiction. Therefore, such persons should inform themselves about
and observe any applicable legal or regulatory requirements in their
jurisdiction. Further details in relation to overseas MySale Shareholders will
be set out in the Offer Document. If you are in any doubt, you should consult
your professional adviser in the relevant jurisdiction without delay.

14. Website publication

This Announcement and the other documents required to be published pursuant to
Rule 26.1 of the Takeover Code will be made available, subject to restrictions
relating to persons resident in any Restricted Jurisdiction, on Frasers
Group's website at https://www.frasers.group/financials. The contents of any
websites referred to in this Announcement are not incorporated into, and do
not form part of, this Announcement.

15. 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 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.

16. General

Your attention is drawn to the further information contained in the
Appendices, which form part of, and should be read in conjunction with, this
Announcement.

Please be aware that addresses, electronic addresses and certain other
information provided by MySale Shareholders, persons with information rights
and other relevant persons in connection with the receipt of communications
from MySale may be provided to Frasers Group during the course of the Offer
Period as required under Section 4 of Appendix 4 of the Takeover Code.

Numis Securities Limited (Numis) has given and not withdrawn its consent to
the inclusion in this Announcement of references to its name in the form and
context in which it appears.

Enquiries

 Frasers Group plc
 Thomas Piper, Company Secretary                 T. 0344 245 9200
 LEI: 213800JEGHHEAXIJDX34                       E. investor.relations@frasers.group

 Chris Wootton, Chief Financial Officer          T. 0344 245 9200
                                                 E. financial@frasers.group

 PR Advisors
 Rosie Oddy, Brunswick Group                     E. frasersgroup@brunswick.com

 Numis (Financial Adviser to Frasers Group plc)
 Luke Bordewich                                  T. 020 7260 1000

 Stuart Ord

 Ollie Steele

Important Notes

This Announcement, which does not constitute a prospectus or prospectus
equivalent document, 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 Offer or otherwise.

The full terms and conditions of the Offer (including details of how the Offer
may be accepted) will be set out in the Offer Document and, in the case of
certificated MySale Shares, the related Form of Acceptance. The Offer will be
made solely through the Offer Document and, in the case of certificated MySale
Shares, the Form of Acceptance, and any acceptance of the Offer should be made
only on the basis of the information contained in the Offer Document and, in
the case of certificated MySale Shares, the Form of Acceptance.

Numis, which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for Frasers Group and no-one else in connection with the
Offer and will not be responsible to anyone other than Frasers Group for
providing the protections afforded to clients of Numis or for providing advice
in relation to the Offer or any other matters referred to in this
Announcement.

Overseas jurisdictions

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

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 this 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 violate the securities laws of such jurisdictions and invalidate any
purported acceptance of the Offer.

This Announcement has been prepared in compliance with English law and
regulation (including the Takeover Code) and Jersey law, 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 England or Jersey.

This Announcement is not an offer of securities for sale in the United States,
Canada, Australia or Japan or in any other jurisdiction in which such an offer
is unlawful.

Neither the Securities and Exchange Commission in the United States nor any
state securities commission in the United States has reviewed, approved or
disapproved this Announcement or any of the proposals contained in this
Announcement.

Forward-looking statements

This Announcement, including the information included in this Announcement,
contains certain forward-looking statements. The forward-looking statements
contained herein include statements about the expected effects of the Offer on
Frasers Group and the MySale Group, strategic options, the expected timing and
scope of the Offer, and all other statements in this Announcement other than
historical facts. These statements are based on the current expectations and
are naturally subject to uncertainty and changes in circumstances.
Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "budget", "schedule", "forecast",
"project", "goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", "subject to", or other words of similar meaning.
By their nature, forward-looking statements involve known and unknown risks
and uncertainties, because they relate to events and depend on circumstances
that will occur in the future. There are a number of factors that could cause
actual results, outcomes and developments to differ materially from those
expressed in, or implied by, such forward-looking statements and such
statements are therefore qualified in their entirety by the risks and
uncertainties surrounding these future expectations. Many of these risks and
uncertainties relate to factors that are beyond those making the
forward-looking statements ability to control or estimate precisely, such as,
but not limited to, general business and market conditions both globally and
locally, political, economic and regulatory forces, industry trends and
competition, future exchange and interest rates, changes in government and
regulation including in relation to health and safety, the environment, labour
relations and tax rates and future business combinations or dispositions.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, Frasers Group cannot give any
assurance, representation or guarantee that such expectations will prove to
have been correct and such forward-looking statements should be construed in
light of such factors and you are therefore cautioned not to place reliance on
these forward-looking statements which speak only as at the date of this
Announcement. Frasers Group assumes no obligation to update or correct the
information contained in this Announcement (whether as a result of new
information, future events or otherwise),except as required by applicable law
or regulation.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 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) the
offeree company 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 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 the offeree company 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% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company 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) the
offeree company and (ii) any securities exchange offeror(s), 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.

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

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 Takeover 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.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be interpreted to
mean that earnings or earnings per share for Frasers Group and/or MySale for
the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Frasers Group and/or
MySale.

Purchases outside the Offer

Frasers Group or its nominees or brokers (acting as agents) may purchase
MySale Shares otherwise than under the Offer, such as in the open market or
through privately negotiated purchases. Such purchases shall comply with the
Takeover Code, the AIM Rules and the rules of the London Stock Exchange.

Rounding

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

Appendix 1

ConditionS and certain further terms of the Offer

Part A - Conditions

This Offer is subject to the following Conditions:

1          Acceptance Condition

1.1        The Offer is subject to valid acceptances of the Offer being
received (and not, where permitted, withdrawn) by no later than 1.00 p.m.
(London time) on the Unconditional Date (or such later time(s) and/or date(s)
as Frasers Group may, in accordance with the Takeover Code or with the consent
of the Panel, decide) in respect of such number of MySale Shares which, when
aggregated with the MySale Shares held by Frasers Group at the date of the
Offer and any MySale Shares acquired or agreed to be acquired by Frasers Group
on or after such date, carry more than 50 per cent. of the voting rights then
normally exercisable at a general meeting of MySale, including for this
purpose (except to the extent otherwise agreed with the Panel) any such voting
rights attaching to MySale Shares that are unconditionally allotted and/or
issued before the Offer becomes or is declared unconditional as to acceptances
whether pursuant to the exercise of any outstanding subscription or conversion
rights or otherwise. Unless the Panel consents otherwise, this Condition shall
only be capable of being satisfied when all other Conditions set out in
paragraph 2 below have been satisfied or waived. For the purposes of this
Condition, MySale Shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional, whether pursuant
to the exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to be in issue and carry the voting rights they
will carry on being entered into the register of members of MySale.

2          Other Conditions

Subject to the provisions of Part B of this Appendix 1 and the requirements of
the Panel in accordance with the Takeover Code, the Offer is also conditional
upon the satisfaction or, where relevant, waiver of the following Conditions,
and, accordingly, the Offer will not become or be declared unconditional
unless the following Conditions (as amended, if appropriate), have been
satisfied or, where relevant, waived:

2.1        Merger control

2.1.1     to the extent that any merger control consents or approvals are
required prior to completion of the acquisition of the entire issued and to be
issued share capital of MySale according to the law of any jurisdiction, all
relevant notifications or filings having been made, all appropriate waiting
periods having expired, lapsed or been terminated and all such clearances or
approvals having been granted (or being deemed to have been granted in
accordance with the relevant law) provided that each such clearance is on
terms reasonably satisfactory to Frasers Group;

2.2        General Third-Party official authorisations and regulatory
clearances

2.2.1     excluding filings, applications, obligations, notifications,
waiting and other time periods, and clearances relating to antitrust, merger
control or national security or foreign investment screening, all necessary
filings or applications having been made, all necessary waiting and other time
periods (including any extensions of such waiting and other time periods)
under any applicable legislation or regulation of any relevant jurisdiction
having expired, lapsed or been terminated (as appropriate) and all statutory
or regulatory obligations in any relevant jurisdiction having been complied
with, and there are no threatened or pending investigations by any Third Party
following the expiration or termination of any necessary waiting period, in
each case in connection with the Offer or the acquisition by any member of the
Wider Frasers Group of any shares or other securities in, or control of, any
member of the Wider MySale Group, where the direct consequence of a failure to
make such a notification or filing or to wait for the expiry, lapse, or
termination of any such waiting or time period would be unlawful in any
relevant jurisdiction;

2.2.2     no Third Party having intervened (other than any Third Party
having intervened in respect of antitrust, offer control or national security
or foreign investment screening) and there not continuing to be outstanding
any statute, regulation or order of any Third Party (other than any statute,
regulation or order of any Third Party relating to antitrust or merger control
or national security or foreign investment screening), in each case which
would reasonably be expected to:

(a)        make the Offer, its implementation or the acquisition or
proposed acquisition by Frasers Group or any member of the Wider Frasers Group
of any shares or other securities in, or control or management of, MySale or
any member of the Wider MySale Group void, illegal or unenforceable in any
jurisdiction, or otherwise directly or indirectly materially restrain,
prevent, prohibit, restrict or materially delay, the same or impose additional
conditions or obligations with respect to the Offer or such acquisition, or
otherwise materially impede, challenge or interfere with the Offer or such
acquisition, or require material amendment to the terms of the Offer or the
acquisition or proposed acquisition of any MySale Shares or the acquisition of
control or management of MySale or the Wider MySale Group by Frasers Group or
any member of the Wider Frasers Group;

(b)        materially limit or delay, or impose any material
limitations on, the ability of any member of the Wider Frasers Group or any
member of the Wider MySale Group to acquire or to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership in respect
of shares or other securities in, or to exercise voting or management control
over, any member of the Wider MySale Group or any member of the Wider Frasers
Group;

(c)        require, prevent or materially delay the divestiture or
materially alter the terms envisaged for any proposed divestiture by any
member of the Wider Frasers Group of any ordinary shares or other securities
in MySale or of all or any portion of their respective businesses, assets or
properties or materially limit the ability of any of them to conduct any of
their respective businesses or to own or control any of their respective
assets or properties or any part thereof;

(d)        except pursuant to the implementation of the Offer or, if
applicable Part 18 of the Companies Jersey Law, require any member of the
Wider Frasers Group or of the Wider MySale Group to acquire, or to offer to
acquire, any shares or other securities (or the equivalent) in any member of
either group owned by any third party;

(e)        result in any member of the Wider MySale Group ceasing to be
able to carry on business under the name under which it presently carries on
business;

(f)         materially adversely limit the ability of any member of
the Wider Frasers Group or of the Wider MySale Group to conduct or integrate
or co-ordinate its business, or any part of it, with the businesses or any
part of the businesses of any other member of the Wider Frasers Group or of
the Wider MySale Group; or

(g)        except as Disclosed, otherwise materially adversely affect,
any or all of the business, assets, profits, financial or trading position of
any member of the Wider MySale Group or of the Wider Frasers Group,

in any case, to an extent which would reasonably be expected to be material
and adverse in the context of the Wider MySale Group or Wider Frasers Group
taken as a whole;

2.3        Certain matters arising as a result of any arrangement,
agreement etc.

2.3.1     except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise or other instrument to
which any member of the Wider MySale Group is a party, or by or to which any
such member or any of its assets is or are or may be bound, entitled or
subject, which, in each case as a consequence of the Offer or the acquisition
or proposed acquisition of any ordinary shares or other securities in, or
control of, MySale or any other member of the Wider MySale Group by any member
of the Wider Frasers Group or otherwise, would be expected to result in (in
any case, to an extent which would reasonably be expected to be material and
adverse in the context of the Wider MySale Group taken as a whole):

(a)        any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to, any member
of the Wider MySale Group being or becoming repayable or capable of being
declared repayable immediately or prior to its stated maturity date or
repayment date or the ability of any member of the Wider MySale Group to
borrow monies or incur any indebtedness being withdrawn or inhibited or
becoming capable of being withdrawn or inhibited;

(b)        other than in the ordinary course of business, the creation
or enforcement of any mortgage, charge or other security interest over the
whole or any part of the business, property, assets or interests of any member
of the Wider MySale Group;

(c)        any asset or interest of any member of the Wider MySale
Group being or falling to be disposed of or charged or ceasing to be available
to any member of the Wider MySale Group or any right arising under which any
such asset or interest could be required to be disposed of or could cease to
be available to any member of the Wider MySale Group otherwise than in the
ordinary course of business;

(d)        the creation of any liabilities (actual or contingent) by
any member of the Wider MySale Group other than trade creditors or other
liabilities incurred in the ordinary course of business;

(e)        the rights, liabilities, obligations or interests of any
member of the Wider MySale Group under any such arrangement, agreement,
licence, permit, franchise or other instrument or the interests or business of
any such member in or with any other person, firm, company or body (or any
arrangement or arrangements relating to any such interests or business) being,
or becoming capable of being, terminated or adversely modified or affected or
any adverse action being taken or any obligation or liability arising
thereunder; or

(f)         the financial or trading position or the value of any
member of the Wider MySale Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such
arrangement, agreement, licence, permit or other instrument, would or would
reasonably be expected to result in any of the events or circumstances which
are referred to in paragraphs 2.3.1(a) to 2.3.1(f) of this Condition
occurring, in any case to an extent which would reasonably be expected to be
material and adverse in the context of the MySale Group taken as a whole;

2.4        No material transactions, claims or changes in the conduct
of the business of MySale

2.4.1     except as Disclosed, no member of the Wider MySale Group having,
since 30 June 2021:

(a)        issued or agreed to issue, or authorised the issue of,
additional shares of any class, or securities convertible into, or exercisable
or exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares or convertible securities or transferred or sold any
shares out of treasury, in each case other than as between MySale and
wholly-owned subsidiaries of MySale and/or on the exercise of options or
vesting of awards granted in the ordinary course under the MySale Share Plans;

(b)        purchased or redeemed or repaid any of its own shares or
other securities or reduced or made any other change to any part of its
ordinary share capital in each case to an extent which is material and adverse
in the context of the Wider MySale Group taken as a whole;

(c)        recommended, declared, paid or made any dividend or other
distribution whether payable in cash or otherwise or made any bonus issue
(other than to MySale or a wholly owned subsidiary of MySale);

(d)        other than pursuant to the Offer (and except for
transactions between MySale and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of MySale and transactions in the ordinary course of
business) implemented, effected, authorised or announced its intention to
implement, effect, authorise or propose any Offer, demerger, reconstruction,
amalgamation, scheme, or acquisition or disposal of assets or shares or loan
capital (or the equivalent thereof) in any undertaking or undertakings in any
such case to an extent which is material and adverse in the context of the
Wider MySale Group taken as a whole or in the context of the Offer;

(e)        save for intra-group transactions, made or authorised any
change in its loan capital other than in connection with ordinary course
financing arrangements in any case to an extent which is material and adverse
in the context of the Wider MySale Group taken as a whole;

(f)         save for intra-group transactions and other than in the
ordinary course of business, entered into, implemented or authorised the entry
into of, any joint venture, asset or profit sharing arrangement, partnership
or merged with, demerged or acquired any body corporate, partnership or
business or acquired or disposed of or transferred, mortgaged, charged or
created any security interest over any assets or any right, title or interest
in any assets (including shares in any undertaking and trade investments) or
authorised the same (in each case, to an extent which is material and adverse
in the context of the Wider MySale Group taken as a whole);

(g)        save in the ordinary course of business, issued or
authorised the issue of, or made any change in or to, any debentures or (save
for intra-group transactions) incurred or increased any indebtedness or
liability (actual or contingent) which in any case is material and adverse in
the context of the Wider MySale Group taken as a whole;

(h)        entered into, varied or authorised any material agreement,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:

(i)         is of a long term, onerous or unusual nature or magnitude
or which is reasonably likely to involve an

(ii)        obligation of such nature or magnitude (save in the
ordinary course of business); or

(iii)       is likely to materially restrict the business of any member
of the Wider MySale Group other than to a nature and extent which is normal in
the context of the business concerned,

and, in either case, which is or would reasonably be expected to be material
and adverse in the context of the Wider MySale Group taken as a whole;

(i)         (other than in respect of a member which is dormant or
which is solvent at the relevant time) taken or proposed any steps, corporate
action or had any legal proceedings instituted or threatened against it in
relation to the suspension of payments, a moratorium of any indebtedness, its
winding-up (voluntary or otherwise), dissolution, reorganisation or for the
appointment of a receiver, administrator, manager, administrative receiver,
trustee or similar office of all, or any material part of, its assets or
revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed, in each case, which is material the context of the
Wider MySale Group as a whole;

(j)         been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business to an extent which is
material in the context of the Wider MySale Group taken as a whole;

(k)        other than in respect of claims between MySale and
wholly-owned subsidiaries of MySale, waived or compromised any claim otherwise
than in the ordinary course of business which is material in the context of
the Wider MySale Group taken as a whole;

(l)         made any alteration to its memorandum or articles of
association (in each case, other than in connection with the Offer) which is
adverse to the interests of Frasers Group in the context of the Offer;

(m)       (except in relation to changes made or agreed as a result of,
or arising from, applicable law or changes to applicable law) made or agreed
or consented to any material change to:

(i)         the terms of the pension scheme(s) established for its
directors, employees or their dependents; or

(ii)        the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder; or

(iii)       the basis on which qualification for, or accrual or
entitlement to such benefits or pensions are calculated or determined; or

(iv)       the basis upon which the liabilities (including pensions) or
such pension schemes are funded, valued or made; or

which would reasonably be expected to have a material adverse effect on the
financial position of the Wider MySale Group taken as a whole;

(n)        entered into or materially varied the terms of or made any
offer (which remains open for acceptance) to enter into or vary the terms of,
any contract, agreement, commitment, transaction or arrangement with any
director or senior executive which is material and adverse in the context of
the Offer or which would reasonably be expected to have a material adverse
effect on the financial position of the Wider MySale Group;

(o)        save in respect of any replacement plan proposed to MySale
Shareholders at the 2022 annual general meeting, proposed, agreed to provide
or materially modified the terms of any share option scheme, incentive scheme
or other benefit relating to the employment or termination of employment of
any person employed by the Wider MySale Group in each case which is material
and adverse in the context of the Wider MySale Group taken as a whole; and

(p)        on or after the date of this Announcement, and other than
with the consent of Frasers Group, taken or proposed to take any action which
requires or would require the approval of MySale Shareholders in general
meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover
Code.

2.5        No material adverse change, litigation, regulatory enquiry
or similar

2.5.1     except as Disclosed, since 30 June 2021:

(a)        there having been no adverse change or deterioration in the
business, assets, financial or trading positions or profit or prospects of any
member of the Wider MySale Group which in any case is material and adverse in
the context of the MySale Group taken as a whole;

(b)        no contingent or other liability of any member of the Wider
MySale Group having arisen or become apparent or increased other than in the
ordinary course of business which in any case is material and adverse in the
context of the Wider MySale Group as a whole;

(c)        (other than as a result of or in connection with the Offer)
no litigation, arbitration proceedings, prosecution or other legal proceedings
to which any member of the Wider MySale Group is or may become a party
(whether as plaintiff, defendant or otherwise) having been threatened in
writing, announced, implemented or instituted by or against or remaining
outstanding against or in respect of any member of the Wider MySale Group
which in any case is or would reasonably be expected to have a material
adverse effect in the context of the Wider MySale Group taken as a whole;

(d)        (other than as a result of or in connection with the Offer)
no enquiry or investigation by, or complaint or reference to, any Third Party
having been threatened, announced, implemented, instituted by or remaining
outstanding against or in respect of any member by or the Wider MySale Group
which in any case is material in the context of the Wider MySale Group taken
as a whole; and

(e)        no member of the Wider MySale Group having conducted its
business in breach of any applicable laws and regulations which in any case is
material in the context of the MySale Group taken as a whole;

2.6        No discovery of certain matters

2.6.1     except as Disclosed, Frasers Group not having discovered:

(a)        that any financial or business or other information
concerning the Wider MySale Group disclosed at any time by or on behalf of any
member of the Wider MySale Group, whether publicly, to any member of the Wider
Frasers Group or otherwise, is materially misleading or contains any material
misrepresentation of fact or omits to state a fact necessary to many any
information contained therein not misleading, in each case to an extent which
is material in the context of the Wider MySale Group taken as a whole;

(b)        that any member of the Wider MySale Group is subject to any
liability (actual or contingent) which is material in the context of the Wider
MySale Group taken as a whole; or

(c)        any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider MySale Group
and which is material in the context of the Wider MySale Group taken as a
whole;

2.7        Anti-corruption and sanctions

2.7.1     except as Disclosed, Frasers Group not having discovered that:

(a)        any past or present member of the Wider MySale Group or any
person that performs or has performed services for or on behalf of any such
company is or has at any time engaged in any activity, practice or conduct (or
omitted to take any action) in contravention of the UK Bribery Act 2010 or any
other applicable anti-corruption legislation;

(b)        any past or present member of the Wider MySale Group has
engaged in any activity or business with, or made any investments in, or made
any payments to any government, entity or individual covered by any of the
economic sanctions administered by the United Nations or the European Union
(or any of their respective member states) or any other governmental or
supranational body or authority in any jurisdiction; and

(c)        any asset of any member of the Wider MySale Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B - Certain further terms of the Offer

3          Certain further terms of the Offer

3.1        Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

3.2        Subject to the requirements of the Panel, Frasers Group
reserves the right to waive, in whole or in part, all or any of the Conditions
set out in Part A of this Appendix 1 (other than the Acceptance Condition,
which cannot be waived).

3.3        The Offer of 2 pence in cash for each MySale Share is final
and the offer price will not be increased, except that Frasers Group 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.

3.4        The Offer shall lapse unless the Conditions have been
fulfilled or, where permitted, waived, or where appropriate, determined by
Frasers Group to be or remain satisfied by the earlier of the Unconditional
Date and the Long-Stop Date (subject to the rules of the Takeover Code and,
where applicable, the consent of the Panel). Frasers Group shall be under no
obligation to waive (if capable of waiver), to determine to be or remain
satisfied or to treat as satisfied any of the Conditions set out in paragraph
2 of Part A of this Appendix 1 by a date earlier than the latest date
specified above for the fulfilment thereof, notwithstanding that the other
Conditions to the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any
such Condition(s) may not be capable of fulfilment.

3.5        If Frasers Group is required to make a mandatory offer for
MySale Shares under Rule 9 of the Takeover Code, Frasers Group may make such
alterations to the conditions of the Offer as are necessary to comply with the
Takeover Code.

3.6        Save as may otherwise be required by the Panel, the Offer
will not proceed, will lapse or will be withdrawn if on the Long-Stop Date:
(a) sufficient acceptances have not been received so as to enable the
Acceptance Condition to be satisfied; or (b) where sufficient acceptances have
been received so as to enable the Acceptance Condition to be satisfied, one or
more Conditions relating to an official authorisation or regulatory clearance
has not been satisfied or waived and the Panel consents to the Offer not
proceeding, lapsing or being withdrawn.

3.7        Frasers Group reserves the right, subject to the prior
consent of the Panel, to implement the Offer by way of a scheme of
arrangement. In such event, the Offer will be implemented on the same terms,
so far as applicable, as those which would apply under a contractual offer,
subject to appropriate amendments to reflect the change in method of effecting
the Offer.

3.8        If the Offer lapses for any reason, the Offer will cease to
be capable of further acceptance, and Frasers Group and accepting MySale
Shareholders will cease to be bound by acceptances of the Offer delivered on
or before the time when the Offer lapses.

3.9        Under Rule 13.5(a) of the Takeover Code, Frasers Group may
not invoke a Condition so as to cause the Offer not to proceed, to lapse or to
be withdrawn unless the circumstances which give rise to the right to invoke
the Condition are of material significance to Frasers Group in the context of
the Offer. Frasers Group may only invoke a Condition that is subject to Rule
13.5(a) with the consent of the Panel and any Condition that is subject to
Rule 13.5(a) may be waived by Frasers Group. The Acceptance Condition is not
subject to Rule 13.5(a) of the Takeover Code.

3.10      The Offer will extend to all MySale Shares unconditionally
allotted and/or issued on the date on which the Offer is made, and any further
MySale Shares unconditionally allotted and/or issued, and any treasury shares
unconditionally sold or transferred by MySale, in each case, while the Offer
remains open for acceptance (or such earlier date or dates as Frasers Group
may decide).

3.11      MySale Shares will be acquired by Frasers Group pursuant to the
Offer fully paid with full title guarantee and free from all liens, charges,
encumbrances, equitable interests, pre-emption rights and other interests and
rights of whatsoever nature and together with all rights now or hereafter
attaching thereto, including the right to receive and retain in full all
dividends and other distributions (if any) declared, paid or made after the
date of this Announcement.

3.12      Save to the extent provided in this Announcement, Frasers Group
will have the right to reduce the consideration payable to MySale Shareholders
under the terms of the Offer by the amount of any dividend (or other
distribution) payable by MySale to MySale Shareholders.

3.13      The Offer will be subject to any prohibition or condition
imposed by law, and persons who are not resident in the United Kingdom or
Jersey should accordingly inform themselves about and observe any requirements
applicable to them.

3.14      In deciding whether or not to accept the Offer in respect of
their MySale Shares, MySale Shareholders should rely on the information
contained in, and follow the procedures described in, the Offer Document and
(if they hold their MySale Shares in certificated form) the Form of Acceptance
which will be posted to MySale Shareholders in due course (other than to any
MySale Shareholders with addresses in any Restricted Jurisdiction).

3.15      The Offer will be made on the terms and will be subject to the
further terms to be set out in full in the Offer Document and, in the case of
certificated MySale Shares, the Form of Acceptance.

3.16      This Announcement and any rights or liabilities arising under
it or under the Offer will be governed by English law and be subject to the
jurisdiction of the English courts. The Offer will be made and implemented in
accordance with and comply with the applicable rules and regulations of the
FCA, the London Stock Exchange and the Takeover Code.

3.17      The Offer will not be made, directly or indirectly, in or into,
or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone, internet or
e-mail) of interstate or foreign commerce of, or of any facility of a national
securities exchange of, any Restricted Jurisdiction and the Offer will not be
capable of acceptance by any such use, means, instrumentality or facility or
from within, any Restricted Jurisdiction.

Appendix 2

Sources of financial information and bases of calculation used

In this Announcement, unless otherwise stated or the context otherwise
requires, the bases of calculation and sources of information are used as
described below:

1.         Financial information relating to MySale has been extracted
or derived (without any adjustment) from the annual report and accounts and
investor presentation of MySale for the year ended 30 June 2021.

2.         Financial information relating to Frasers Group has been
extracted or derived (without any adjustment) from the annual report and
accounts of Frasers Group for the year ended 25 April 2021.

3.         References to the existing issued ordinary share capital of
MySale and the existing issued MySale Shares are to the number of MySale
Shares in issue as at 16 August 2022 (being the last Business Day prior to the
date of this Announcement), which was 949,670,111 ordinary shares excluding
shares which are held in treasury at that date as disclosed by MySale on its
website at https://www.mysalegroup.com/investor.html#/aim26 (for the avoidance
of doubt, the contents of MySale's website as referred to in this Announcement
are not incorporated into, and do not form part of, this Announcement).

4.         The international securities identification number for
MySale Shares is JE00BMH4MR96.

5.         Volume weighted average prices have been derived from
Bloomberg.

6.         All closing prices of MySale Shares have been derived from
the AIM Appendix of the Daily Official List of the London Stock Exchange.

Appendix 3

Definitions

The following definitions apply throughout this Announcement unless the
context requires otherwise:

 Acceleration Statement          a statement in which Frasers Group, in accordance with Rule 31.5 of the
                                 Takeover Code, brings forward the latest date by which all of the Conditions
                                 to the Offer must be satisfied or waived
 Acceptance Condition            the Condition as to acceptances set out in paragraph 1 of Part A of Appendix 1
                                 to this Announcement
 AIM                             the AIM Market operated by the London Stock Exchange
 AIM Rules                       the AIM Rules for Companies published by the London Stock Exchange (as amended
                                 from time to time)
 Announcement                    this Announcement of which the Appendices form part
 Annual Report                   the annual report and accounts of MySale for the year ended 30 June 2021
 Authorisations                  authorisations, orders, grants, recognitions, confirmations, consents,
                                 licences, clearances, certificates, permissions or approvals;
 certificated                    a share or other security, title to which is recorded in the relevant register
                                 as being held in certificated form
 Business Day                    a day (excluding Saturdays, Sundays and public holidays) on which banks are
                                 open for business in the City of London and Jersey
 Code or Takeover Code           the City Code on Takeovers and Mergers
 Companies Act                   the UK Companies Act 2006, as amended from time to time
 Companies Jersey Law            the Companies (Jersey) Law 1991, as amended from time to time
 Conditions                      the conditions to the Offer set out in ‎Appendix 1 of this Announcement, and
                                 Condition means any one of them
 Convertible Loan Notes          the convertible loan notes of MySale with a maturity date of 30 April 2025
                                 which are convertible into MySale Shares at a conversion price of 1.5 pence
                                 per MySale Share
 Daily Official List             the Daily Official List published by the London Stock Exchange
 Day 60                          means the 60th day following the publication of the Offer Document (or any
                                 other time and/or date as the Panel may determine)
 Day 61                          means the 61st day following the publication of the Offer Document
 Dealing Disclosure              as defined in the Takeover Code
 Disclosed                       the information fairly disclosed by, or on behalf of, MySale (i) in the Annual
                                 Report and (ii) in any announcement to a Regulatory Information Service by, or
                                 on behalf of, MySale, prior to this Announcement
 FCA                             the Financial Conduct Authority or its successor from time to time
 Form of Acceptance              the form of acceptance relating to the Offer which, where appropriate, will
                                 accompany the Offer Document
 Frasers Group                   Frasers Group plc, a registered public limited company incorporated in England
                                 and Wales with registered number 06035106
 hard copy form                  a document, an announcement or any information will be sent in hard copy form
                                 if it is sent in a paper copy or similar form capable of being read
 London Stock Exchange           London Stock Exchange plc or its successor from time to time
 Long-Stop Date                  Day 61 or such later date (if any) as Frasers Group may, with the consent of
                                 MySale or with the consent of the Panel, specify
 MySale                          MySale Group plc, a registered public company incorporated in Jersey with
                                 company number 115584
 MySale Group                    MySale and its subsidiary undertakings (as defined in the Companies Jersey
                                 Law) and, where the context permits, each of them
 MySale Shares                   ordinary shares in the capital of MySale
 MySale Shareholders             holders of MySale Shares
 MySale Share Plans              the executive incentive plan and the loan share plan of MySale
 Numis                           Numis Securities Limited, sole financial adviser to Frasers Group
 Offer                           the offer to be made by Frasers Group to acquire the MySale Shares subject to
                                 the terms and Conditions described in this Announcement and the further terms
                                 to be set out in the Offer Document and, in the case of certificated MySale
                                 Shares, the Form of Acceptance and, where the context so requires, any
                                 revision, variation, extension or renewal of such offer
 Offer Document                  the formal document setting out the full terms and conditions of the Offer, to
                                 be posted to MySale Shareholders (other than certain Overseas Shareholders)
 Offer Period                    the offer period (as defined in the Takeover Code) relating to the Company
                                 that commenced on 17 August 2022 and ending on the earlier of the date on
                                 which the Offer becomes or is declared unconditional as to acceptances and/or
                                 the date on which the Offer lapses or is withdrawn (or such other date as the
                                 Panel may decide)
 Official List                   the Official List of the FCA
 Opening Position Disclosure     as defined in the Takeover Code
 Overseas Shareholders           MySale shareholders whose registered outside the United Kingdom or Jersey or
                                 who are citizens or residents of countries other than the United Kingdom or
                                 Jersey
 Panel                           the Panel on Takeovers and Mergers
 Regulatory Information Service  the regulatory information service as defined in the handbook of rules and
                                 guidance made by the FCA
 Restricted Jurisdiction         any jurisdiction where the release, publication or distribution in whole or in
                                 part, in, into or from or where the extension of the Offer would constitute a
                                 violation of the relevant laws of the jurisdiction, in particular the United
                                 States of America, Canada, Japan or Australia
 Third Party                     any relevant government or governmental, quasi-governmental, supranational,
                                 statutory,  regulatory, environmental or investigative body,  court, trade,
                                 agency, association, institution, any  entity owned or controlled by any
                                 relevant government or state, or any other body or person whatsoever in any
                                 jurisdiction
 Unconditional Date              Day 60 or such earlier date as the Frasers Group may specify in an
                                 Acceleration Statement unless, where permitted, it has set aside that
                                 statement
 UK or United Kingdom            the United Kingdom of Great Britain and Northern Ireland
 US or United States             the United States of America, its territories and possessions, any state of
                                 the United States, the District of Columbia and all other areas subject to its
                                 jurisdiction
 Wider Frasers Group             Frasers Group and its subsidiary undertakings (as defined in the Companies
                                 Act) and associated undertakings and any other body corporate, partnership,
                                 joint venture or person in which Frasers Group and such undertakings
                                 (aggregating their interests) have a direct or indirect interest of 20 per
                                 cent. or more of the voting or equity capital or equivalent
 Wider MySale Group              MySale and any of its subsidiaries, subsidiary undertakings (as defined in the
                                 Companies Jersey Law) and associated undertakings and any other body
                                 corporate, partnership, joint venture or person in which MySale and such
                                 undertakings (aggregating their interests) have a direct or indirect interest
                                 of 20 per cent. or more of the voting or equity capital or equivalent

1          In this Announcement, unless the contrary is otherwise
indicated:

1.1        references to £, pence, penny, and p are to the lawful
currency of the United Kingdom;

1.2        all times referred to are London time unless otherwise
stated;

1.3        references to the singular include the plural and vice versa
and words importing the masculine gender include the feminine or neutral;

1.4        all references to legislation are to English legislation;
and

1.5        any reference to a provision of any legislation shall
include any amendment, modification, re-enactment or extension.

2          References in this Announcement to any English legal term
shall in respect of any jurisdiction other than England or in respect of any
member of the Wider Frasers Group or the Wider MySale Group which is
incorporated or operating in a jurisdiction other than England be deemed to
include what most nearly approximates in that jurisdiction to the English
legal term.

3          References in this Announcement to any Jersey legal term
shall in respect of any jurisdiction other than Jersey or in respect of any
member of the MySale Group which is incorporated or operating in a
jurisdiction other than Jersey be deemed to include what most nearly
approximates in that jurisdiction to the Jersey legal term.

4          All references to statutory provision or law or to any
order or regulation shall be construed as a reference to that provision, law,
order or regulation as extended, modified, replaced or re-enacted from time to
time and all statutory instruments, regulations and orders from time to time
made thereunder or deriving validity therefrom.

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