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 ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT
ANY OFFER WILL BE MADE.
FOR
IMMEDIATE RELEASE
18 October 2024
FRASERS GROUP
PLC
Update on N Brown and
Mulberry
Frasers Group plc ("Frasers" or "the Group") is pleased to confirm that
it has signed an irrevocable undertaking to vote in favour of the
recommended cash acquisition of N Brown Group plc ("N Brown") by Falcon 24 Topco Limited, a
company owned and controlled by Joshua Alliance, which was
announced on 17 October 2024 (the "Acquisition Announcement") (the
"Acquisition").
Frasers currently holds 94,819,496 N
Brown shares, representing approximately 20.3% of N Brown's issued
share capital. The Acquisition values each N Brown share at 40
pence per share. At 40 pence per N Brown
share, Frasers would have been a willing buyer or a willing seller.
As it is, Frasers is a willing seller. Frasers wishes Joshua
Alliance and the N Brown management team every success for the
future, and although Frasers will have divested of its shareholding
in full, Frasers looks forward to a strategic relationship with
Joshua Alliance and the N Brown team post-Acquisition. Frasers
would also like to take the opportunity to thank N Brown and Joshua
Alliance for the fulsome engagement ahead of the Acquisition
Announcement.
Frasers also refers to its
announcement of 11 October 2024 regarding its revised possible cash
offer for the entire issued and to be issued share capital of
Mulberry Group plc ("Mulberry") not already owned by Frasers
at 150 pence per Mulberry share (the "Revised Proposal"). For the reasons set
out in the announcement, Frasers believes that the Revised Proposal
should be given due and proper consideration. Frasers notes that it
is still yet to receive formal feedback from the Board of Mulberry
on the Revised Proposal.
Frasers also notes the announcement
from Challice Ltd ("Challice") on 13 October 2024 regarding
Frasers possible offer for Mulberry, specifically the remarks that
Challice has no interest in either selling its Mulberry shares to
Frasers or providing Frasers with any irrevocable or other
undertaking with regards the possible offer. Accordingly, Frasers
has sought to engage with Challice directly.
Enquiries
Frasers Group
plc
|
Chris Wootton (Chief Financial
Officer)
Robert Palmer (Company Secretary)
|
+44 344 245 9200
|
Jefferies
International Limited (Sole Financial Adviser
to Frasers)
|
Philip Noblet
Ed Matthews
William Brown
|
+44 20 7029 8600
|
Further information
For
the purposes of Rule 2.5(a) of the Code, Frasers reserves the right
to vary the terms of the Revised Proposal, including making a firm
offer for Mulberry on less favourable terms than those set out in
the Revised Proposal Announcement:
· with the agreement of the
Mulberry Board; or
· if a third party announces
(after the date of the Revised Proposal Announcement) a firm
intention to make an offer under Rule 2.7 of the Code or a possible
offer under Rule 2.4 of the Code for Mulberry which, at that date,
is of a value less than the value implied by the Revised Proposal;
or
· following the announcement
of a Rule 9 waiver transaction pursuant to the Code, or a reverse
takeover (as defined in the Code).
In
addition, Frasers reserves the right to introduce other forms of
consideration and/or vary the mix or composition of consideration
of any firm offer, if made. In accordance with the Code, Frasers
reserves the right to reduce the terms of the Revised Proposal by
the aggregate amount of any dividend (or other distribution or
return of capital), which is announced, declared, paid or becomes
payable by Mulberry after the date of the Revised Proposal
Announcement.
There can be no certainty that any firm offer will be made by
Frasers for Mulberry.
This
announcement is not intended to, and does not, constitute or form
part of any offer, invitation or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities whether pursuant to this announcement or
otherwise, or the solicitation of any vote in favour or approval of
any offer in any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction and any such offer (or
solicitation) may not be extended in any such
jurisdiction.
This
announcement has been prepared in accordance with English law and
the Code, and information disclosed may not be the same as that
which would have been prepared in accordance with laws outside of
the United Kingdom. The distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
Jefferies
International Limited ("Jefferies"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Frasers and no one else in connection
with the Possible Offer and shall not be responsible to anyone
other than Frasers for providing the protections afforded to
clients of Jefferies, nor for providing advice in connection with
the Possible Offer or any matter referred to herein. Neither
Jefferies nor any of its affiliates (nor any of its or their
respective directors, officers, employees, representatives or
agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Jefferies in connection with the Possible Offer,
this announcement, any statement contained herein or
otherwise.
Rule
26.1 Disclosure
In accordance
with Rule 26.1 of the Code, a copy of this announcement will be
available on Frasers website (www.frasers.group) by no later than 12 noon on the business
day following the date of this announcement. The content of the
available website referred to in this announcement is not
incorporated into, and does not form part of, this
announcement
Rounding
Certain
figures included in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category may vary slightly and figures shown as totals may not be
an arithmetic aggregation of the figures that precede
them.
Forward-looking
statements
This
announcement (including information incorporated by reference in
this announcement), oral statements made regarding the Possible
Offer, and other information published by Frasers contain
statements about Frasers and Mulberry that are or may be deemed to
be forward looking statements. All statements other than statements
of historical facts included in this announcement may be forward
looking statements. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "projects" or "strategy" or words or
terms of similar substance or the negative thereof. Forward looking
statements include statements relating to the following: (i) future
capital expenditures, expenses, profits, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the Company
operations and potential synergies resulting from the Possible
Offer; and (iii) the effects of government regulation on the wider
Frasers group or the wider Mulberry group's
business.
These
forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. These
factors include, but are not limited to, the satisfaction of the
conditions to the Possible Offer, as well as additional factors,
such as changes in political and economic conditions, changes in
the level of capital investment, retention of key employees,
changes in customer habits, success of business and operating
initiatives and restructuring objectives, impact of any
acquisitions or similar transactions, changes in customers'
strategies and stability, competitive product and pricing measures,
changes in the regulatory environment, fluctuations of interest and
exchange rates, the outcome of any litigation. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Frasers or Mulberry or
any of their respective members, directors, officers or employees
or any persons acting on their behalf are expressly qualified in
their entirety by the cautionary statement above. Frasers disclaim
any obligation to update any forward-looking or other statements
contained in this announcement, except as required by applicable
law.