Update on N Brown and Mulberry

Frasers Group PLC

18 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 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)	[phone]
Jefferies International Limited (Sole Financial Adviser to Frasers)
Philip Noblet Ed Matthews William Brown	[phone]

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.

 

END