REG - Frasers Group PLC MySale Group PLC - Publication of Offer Document Mysale Group plc

FrasersAnnouncement

02/09/2022 15:30

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RNS Number : 1620Y  Frasers Group PLC  02 September 2022

Frasers Group plc

2 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

CASH OFFER

for

MYSALE GROUP PLC

PUBLICATION OF OFFER DOCUMENT

Frasers Group plc (Frasers) is pleased to announce that the Offer Document
containing the full terms and conditions of its cash offer to acquire the
entire issued and to be issued share capital of MySale Group plc (MySale) not
already held by Frasers (or any persons acting in concert with it) (Offer
Document), together with a Form of Acceptance, have today been published and
made available to MySale Shareholders and, for information only, to persons
with information rights and participants of the MySale Share Plans and to the
holders of Convertible Loan Notes.

 

Capitalised terms in this announcement (Announcement), unless otherwise
defined, have the same meanings as set out in the Offer Document. Copies of
the Offer Document and the Form of Acceptance will be available free of charge
(subject to certain restrictions relating to persons in Restricted
Jurisdictions) on Frasers' website at
https://www.frasers.group/financials/offer-for-mysale-group-plc until the end
of the Offer Period. The contents of Frasers' website are not incorporated
into, and does not form part of, this Announcement.

 

As previously announced, under the terms of the Offer, which is subject to the
further terms and conditions set out in the Offer Document and, in respect of
MySale Shares held in Certificated Form, the Form of Acceptance, Frasers is
offering to acquire the MySale Shares from the MySale Shareholders at a price
of:

2 pence in cash for each MySale Share

 

The Offer will extend to all issued MySale Shares which are not held by
Frasers and any further MySale Shares which are unconditionally allotted
and/or issued and fully paid before the Offer closes. The Offer values the
entire issued and to be issued share capital of MySale not currently held by
Frasers 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).

 

The Offer will remain open for acceptance until 1:00pm (London time) on 1
November 2022 (or such other time(s) and or date(s) as Frasers may, in
accordance with the Takeover Code or with the consent of the Panel, decide).

 

To accept the Offer in respect of MySale Shares held in certificated form
(that is, not in CREST), MySale Shareholders should complete and return the
Form of Acceptance, together with the relevant share certificate(s) and/or
other documents of title, using the reply paid envelope provided (for use
within the UK only), in accordance with the procedure set out in the Offer
Document, to Computershare Investor Services PLC as soon as possible, and in
any event so as to be received by no later than 1:00pm (London time) on 1
November 2022 (or such other time(s) and or date(s) as Frasers may, in
accordance with the Takeover Code or with the consent of the Panel, decide).

 

To accept the Offer in respect of MySale Shares held in uncertificated form
(in other words, held in CREST), MySale Shareholders should follow the
procedures for electronic acceptance through CREST in accordance with the
instructions set out in the Offer Document, so that a TTE Instruction settles
as soon as possible and, in any event, by no later than 1:00pm (London time)
on 1 November 2022 (or such other time(s) and or date(s) as Frasers may, in
accordance with the Takeover Code or with the consent of the Panel, decide).
CREST-sponsored members should refer to their CREST sponsors, who will be able
to send the necessary TTE instructions to Euroclear on their behalf.

 

Further copies of the Offer Document and the Form of Acceptance may be
obtained from the Receiving Agent, Computershare Investor Services PLC, on +44
(0370) 707 1076. Lines are open from 8.30am to 5.30pm (London time) Monday to
Friday (excluding public holidays). Calls may be recorded and randomly
monitored for security and training purposes. The helpline cannot provide
advice on the merits of the Offer nor give any financial, legal or tax advice.
Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate.

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.

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 Offer or otherwise.
The 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 Offer, including details of how
the Offer may be accepted. Any decision in respect of, or other response to,
the Offer should be made only on the basis of the information contained in
those documents. MySale Shareholders should read the Offer Document and other
formal documentation relating to the 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 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 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 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 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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