REG - Frasers Group PLC Revolution Beauty Gp - Response to statement by Revolution Beauty Group

FrasersAnnouncement

10/06/2025 07:00

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RNS Number : 0977M  Frasers Group PLC  10 June 2025

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.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE.

FOR IMMEDIATE RELEASE

10 June 2025

 

Response to statement by Revolution Beauty Group plc ("Revolution Beauty")

Frasers Group plc ("Frasers Group"), notes the announcement made by Revolution
Beauty on 9 June 2025 and confirms its participation in the Formal Sale
Process announced on 21 May 2025. It is currently contemplated that any offer
for the issued and to be issued share capital of Revolution Beauty would be
all cash.

There can be no certainty that an offer will be made for Revolution Beauty nor
as to the terms on which any offer might be made.

A further announcement will be made as and when appropriate.

Frasers Group plc

 Robert Palmer, Company Secretary        T: 0344 245 9200

 LEI: 213800JEGHHEAXIJDX34               E: company.secretary@frasers.group

 Chris Wootton, Chief Financial Officer  T: 0344 245 9200

                                         E: financial@frasers.group

 

Rule 2.4c(iii) disclosure

Frasers Group is not aware of any dealings in Revolution Beauty shares that
would require a minimum level, or particular form, of consideration that it
would be obliged to offer under Rule 6 or Rule 11 of the Code (as
appropriate). However, in the interest of retaining confidentiality, it has
not been practicable to have made such enquiries of all persons presumed to be
acting in concert with Frasers Group prior to this announcement. To the extent
that any such details are subsequently identified, Frasers Group will make an
announcement as soon as practicable, and in any event by the time it is
required to make its Opening Position Disclosure pursuant to Rule 8.1 of the
Code.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available, subject to certain restrictions relating to persons resident
in restricted jurisdictions, on Frasers Group's website at
https://frasers.group/ promptly and in any event by no later than 12 noon
(London time) on 10 June 2025. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 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 (http://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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