Frasers Group offers to acquire MySale Group for £13.6 million

Frasers Group offers to acquire MySale Group for £13.6 million

LONDON, UK: Frasers Group has made a cash offer to acquire the entire issued and to be issued ordinary share capital of MySale Group plc at a price of 2 pence per MySale Share.

The Offer values the entire issued and to be issued share capital of MySale not currently held by Frasers Group 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).

On 29 June 2022, Frasers Group acquired 270,666,650 MySale Shares and, together with the contracts for difference already held by it, Frasers Group increased its stake in MySale to 28.7% and became MySale’s largest shareholder. Since the disclosure of Frasers Group’s acquisition of this further stake, the market price of MySale Shares has increased. The Offer of 2 pence in cash for each MySale Share represents:

· a 60.0% premium to the closing price of 1.25p per MySale Share on 28 June 2022 (being the day prior to the date of acquisition by Frasers Group of its existing holding of MySale Shares);

· a 50.8% premium to the volume weighted average price of 1.33p per MySale Share during the three-month period ending on and including 28 June 2022 (being the day prior to the date of acquisition by Frasers Group of its existing holding of MySale Shares);

· a 9.2% premium to the volume weighted average price of 1.83p per MySale Share during the six-month period ending on and including 28 June 2022 (being the day prior to the date of acquisition by Frasers Group of its existing holding of MySale Shares); and

· a 25.7% discount to the closing price of 2.69p per MySale Share on 16 August 2022 (being the last Business Day prior to the date of this Announcement).

Frasers Group is a long-established retailer operating with a diverse portfolio of sport, fitness, premium lifestyle and luxury goods in over 20 countries and operations in physical stores and e-commerce. It is accelerating its strategy to provide consumers with access to the world’s best sports, premium and luxury brands by providing a world-leading retail ecosystem.

Frasers Group has extensive ambitions to grow its business outside of the UK and is exploring the potential for further international expansion through acquisitions, joint ventures and organic openings.

Frasers Group has begun to expand its operational capabilities in Europe, with a new development site in Bitburg, Germany set to open in the coming years to support growth across continental Europe. Frasers Group is also continually innovating across its supply chain and logistics to drive further efficiencies.

Its Shirebrook site is the biggest auto-store in Europe giving it significant operational efficiencies and support for the smooth integration of acquisitions into the Frasers Group platform, enabling both its owned brands and brand partners to benefit from its world-leading operations and logistics capabilities.

The recently trialled new headless e-commerce platform on its Malaysian site will allow Frasers Group to be more agile when entering new territories or deploying changes to its technology stack once rolled out across Frasers Group.

On 29 June 2022, Frasers Group acquired 270,666,650 MySale Shares and, together with the contracts for difference already held by it, increased its stake in MySale to 28.7% and became MySale’s largest shareholder.

Consistent with its growth strategy, the Offer would allow Frasers Group to increase its presence in Australia and the surrounding regions at a faster rate than via organic growth. It also believes that the MySale business would be complementary to that of the existing Frasers Group (including providing the opportunity to clear end of line Frasers Group products via MySale’s established clearance channel).

This pipeline will be further enhanced by the benefits of counter seasonality between the European and Australian climates.

Through the combination of the resources available to Frasers Group and the capabilities of the MySale business, Frasers Group believes the Offer can accelerate Frasers Group’s global growth strategy, enhance its operational capabilities and its offering to consumers and provide a platform from which to explore further opportunities for investment in retail opportunities in Australia and the surrounding regions.

MySale is a registered public company incorporated in Jersey with company number 115584. MySale is an online off-price, retail platform offering a large, curated selection of branded fashion, beauty and homewares products through three core websites and associated mobile applications, including OZSALE.com.au, NZSALE.co.nz and SINGSALE.com.sg. MySale provides a discovery based online shopping experience for its customers.

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