REG - Frasers Group PLC - Update on Mulberry

FrasersAnnouncement

23/10/2024 14:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241023:nRSW3405Ja&default-theme=true

RNS Number : 3405J  Frasers Group PLC  23 October 2024

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 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE").

FOR IMMEDIATE RELEASE

 

23 October 2024

FRASERS GROUP PLC

Statement of intention not to make an offer For Mulberry

As recently noted by Frasers in public announcements and documented in
numerous private letters to the Mulberry Group PLC ("Mulberry" or the
"Company") Board, Frasers has become increasingly concerned over the
governance of Mulberry, the apparent lack of a commercial plan against a
backdrop of increasing market headwinds, and critically, the financial
position in which Mulberry currently finds itself.

On 10 October 2024, Frasers made a revised possible cash offer for the entire
issued and to be issued share capital of Mulberry, not already owned by
Frasers, at 150 pence per Mulberry share (the "Possible Offer"). Having taken
a significant amount of time to consider the Possible Offer, on 22 October
2024, the Board of Mulberry announced that it is unanimously of the view that
the Possible Offer is untenable (the "Response Announcement"). Frasers notes
from the Response Announcement that it is the whole Board that has come to
this conclusion. Frasers also notes that no clarity has been provided by the
Mulberry Board as to the verification of the statement made on 1 October
regarding Frasers initial offer of 130p not recognising the substantial future
potential value of Mulberry.

Whilst the Response Announcement is a disappointing outcome, Frasers remains a
long-term supporter of the well-loved British brand, Mulberry. Frasers
continues to believe that market headwinds, and a clear lack of commercial
plan, place the Company in a very difficult financial position. Frasers
welcomes the presentation of a credible plan in the near term.

Frasers also remains concerned about the governance of Mulberry, and in
particular, would not like to see another scenario where the Board chooses to
exclusively engage with Challice in private on significant matters, such as
the emergency Subscription of £10 million announced on 27 September. The
Board of Mulberry has consistently recognised Frasers as a supportive
shareholder and given its 37% shareholding, Frasers now hopes the Board will
engage positively on a Frasers appointee to the Mulberry Board, a request that
has been made several times in recent history.

Having considered the Response Announcement, and in the absence of proper
engagement from the Mulberry Board on the Possible Offer, Frasers is choosing
to bring the offer period to an end, enabling fuller engagement with both
Mulberry and Challice on a range of topics, including those raised in this
announcement.

Frasers therefore confirms it does not intend to make an offer for Mulberry
under Rule 2.7 of the Code and accordingly will be bound by the restrictions
set out in 2.8 of the Code.

Under Note 2 on Rule 2.8 of the Code, Frasers, and any person(s) acting in
concert with it, reserve the right to make or participate in an offer or
possible offer for Mulberry and/or take any other action which would otherwise
be restricted under Rule 2.8 of the Code within six months of the date of this
announcement in the following circumstances:

a)         with the agreement of the board of Mulberry;

(b)        following the announcement of a firm intention to make an
offer for Mulberry by or on behalf of a third party;

(c)        following the announcement by Mulberry of a Rule 9 waiver
proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of
the Code) or a reverse takeover (as defined in the Code); or

(d)       where the Panel on Takeovers and Mergers has determined that
there has been a material change of circumstances.

 

 

Enquiries

 Frasers Group plc
 Chris Wootton (Chief Financial Officer)  +44 344 245 9200

 Robert Palmer (Company Secretary)
 Jefferies International Limited (Sole Financial Adviser to Frasers)
 Philip Noblet                            +44 20 7029 8600

 Ed Matthews

 William Brown

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPLXLFLZBLXFBX