Share subscription and Rule 9 dispensation

Frasers Group PLC

04 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 THAT JURISDICTION

4 October 2024

Frasers Group Plc

("Frasers Group" or the "Company")

PARTICIPATION BY FRASERS IN SUBSCRIPTION SHARES OF MULBERRY GROUP PLC AND DISPENSATION FROM RULE 9

Further to the announcement by Mulberry Group Plc ("Mulberry") on 3 October 2024 (the "Update Announcement") regarding an update on the subscription for 10,000,000 new ordinary shares of five pence each (the "Subscription Shares") in the capital of Mulberry (the "Subscription") originally announced by Mulberry on 27 September 2024 (the "Capital Raising Announcement"), Frasers Group confirms it has successfully applied to Mulberry to subscribe for 3,961,100 Subscription Shares in Mulberry at 100 pence per share in accordance with the clawback provisions of the Subscription.

Frasers Group's participation in the Subscription will result in Frasers Group holding interests in 26,110,537 Mulberry ordinary shares representing between 36.9 per. cent. and 37.3 per. cent. of the existing issued share capital, and voting rights, of Mulberry ("Frasers Shareholding"). The range of Frasers Shareholding is based on the outcomes of Mulberry's Retail Offer (as defined in the Capital Raising Announcement), which remains open and, pursuant to which, up to a further 750,000 shares may be issued to existing shareholders in Mulberry.

Given Challice Ltd currently holds approximately 56 per. cent. of Mulberry's issued share capital, Frasers Group has been granted a dispensation by the Panel on Takeovers and Mergers (the "Takeover Panel") under Note 5(b) on the Notes on Dispensations from Rule 9 of the Takeover Code (the "Code"). As a consequence, Frasers Group's participation in the Subscription does not give rise to an obligation for Frasers Group to make a mandatory cash offer to other Mulberry shareholders under Rule 9 of the Code.

Mulberry is still in an offer period (as defined in the Code) and therefore Frasers Group confirms, in accordance with Rule 2.4(c) of the Code, that it will be required pursuant to Rule 2.6(a) of the Code by not later than 5:00 p.m. on 28 October 2024 (being 28 days following the announcement of its possible offer for Mulberry released on 30 September 2024), to either announce a firm intention to make an offer to Mulberry shareholders in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available at www.frasers.group no later than 12:00 p.m. (London time) on 4 October 2024. The content of that website is not incorporated into and does not form part of this announcement.

Further announcements will be made as appropriate.

Frasers Group plc Christopher Wootton, Chief Financial Officer Robert Palmer, Company Secretary LEI: 213800JEGHHEAXIJDX34

T: 0344 245 9200 E: [e-mail] T: 0344 245 9200 E: [e-mail]

The person responsible for arranging the release of this announcement on behalf of the Company is Robert Palmer, Company Secretary of the Company.

Ends.

 

END