REG - Mulberry Group PLC Frasers Group PLC Challice Ltd - Statement regarding revised possible offer

FrasersAnnouncement

14/10/2024 07:00

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RNS Number : 9763H  Mulberry Group PLC  14 October 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR 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 ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATIONFOR IMMEDIATE RELEASE

14 October 2024

 

Mulberry Group plc ("Mulberry" or the "Company")

 

Statement regarding revised possible offer from Frasers Group plc

 

The board of directors of Mulberry (the "Board") notes the announcement from
Frasers Group plc ("Frasers") on 11 October 2024 regarding its revised
possible cash offer for the entire issued and to be issued share capital of
the Company not already owned by Frasers, at 150 pence per Mulberry share (the
"Revised Possible Offer").

 

The Board also notes the press statement by Challice Limited, the Company's
56.4 per cent. majority shareholder, on 13 October 2024 stating publicly,
amongst other things, that it "has no interest in either selling its Mulberry
Shares to Frasers or providing Frasers with any irrevocable or other
undertaking".

 

In light of the above, the Board is working with advisers to consider the
Company's position and will provide a further announcement in due course.

 

The Board highlights that there can be no certainty that an offer will be made
for the Company nor as to the terms on which any such offer might be made.

 

In accordance with Rule 2.6(a) of the Code, Frasers must by no later than 5.00
p.m. (London time) on 28 October 2024 (or such later time and/or date as may
be agreed by the Takeover Panel (the "Panel"), either announce a firm
intention to make an offer for Mulberry in accordance with Rule 2.7 of the
Code, or announce that it does not intend to make an offer for Mulberry, in
which case such announcement will be treated as a statement to which Rule 2.8
of the Code applies. The deadline will only be extended with the consent of
the Panel in accordance with Rule 2.6(c) of the Code.

 

Mulberry is considered to be in an "offer period" as defined in the Code and
the attention of Mulberry shareholders is drawn to the dealing disclosure
requirements of Rule 8 of the Code, which are summarised below.

 

Enquiries:

 

 Mulberry Group plc                                                           Tel: +44 (0) 20 7605 6793

 Charles Anderson (Group Finance Director)

 Houlihan Lokey UK Limited (Financial Adviser and NOMAD)                      Tel: +44 (0) 20 7839 3355

 Tim Richardson

 Peel Hunt (Corporate Broker)                                                 Tel: +44 (0) 20 7418 8900

 James Thomlinson

 Headland (Public Relations Adviser)                                          Tel: +44 (0) 20 3805 4822

 Lucy Legh / Joanna Clark

 mulberry@headlandconsultancy.com (mailto:mulberry@headlandconsultancy.com)

 

Notice relating to Mulberry's advisers:

 

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorized and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Mulberry and no one else in connection
with the matters referred to in this announcement  and will not be
responsible to anyone other than Mulberry for providing the protections
afforded to clients of Houlihan Lokey or for providing advice in relation to
the matters referred to in this announcement. Neither Houlihan Lokey nor any
of its affiliates owes or accepts any duty, liability, or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Houlihan Lokey in
connection with this announcement, any statement contained herein or
otherwise.

 

Dealing disclosure requirements of the Code:

 

Under Rule 8.3(a) of the 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 paper
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) of
the Code applies must be made by no later than 3.30 p.m. (London time) on the
10(th) business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10(th) 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
1per cent. 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, save to the extent that
these details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3.30 p.m. (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 Code.

 

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 of the 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 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.

 

Publication on 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) by no later than 12 noon (London time) on the
business day immediately following the date of this announcement at
www.mulberry.com The content of the website referred to in this announcement
is not incorporated into and does not form part of this announcement.

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