Offer for Mysale Group plc

RNS Number : 3416W

Frasers Group PLC

17 August 2022

 

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.

17 August 2022

For immediate release

This Announcement contains inside information

FRASERS GROUP PLC

cash offer

for

MYSALE GROUP PLC

1.  Introduction

Frasers Group plc (Frasers Group) announces a cash offer to acquire the entire issued and to be issued ordinary share capital of MySale Group plc (MySale) not already held by Frasers Group at a price of 2 pence per MySale Share (the Offer).

Frasers Group will make the Offer through the despatch of the Offer Document and Form of Acceptance, both of which will be posted to MySale Shareholders (or made available electronically in accordance with the Takeover Code) no later than 28 days after the date of this Announcement (unless agreed otherwise with the Panel). The Offer Document will contain the formal terms of, and Conditions applicable to, the Offer.

2.  The Offer

Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to the full terms and Conditions to be set out in the Offer Document and, in respect of MySale Shares held in certificated form, the Form of Acceptance, MySale Shareholders shall be entitled to receive:

2 pence in cash for each 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).

The Offer of 2 pence in cash for each MySale Share is final and the offer price will not be increased, except that Frasers Group reserves the right to increase the offer price if there is an announcement on or after the date of this Announcement of an offer or a possible offer for MySale by a third party offeror or potential offeror.

The Offer will extend to all issued MySale Shares which are not held by Frasers Group and any further MySale Shares which are unconditionally allotted and/or issued and fully paid before the Offer closes.

It is intended that the Offer will be implemented by way of a takeover offer within the meaning of Part 18 of the Companies Jersey Law. The Offer is subject to valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as Frasers Group may, in accordance with the Takeover Code or with the consent of the Panel, decide) in respect of such number of MySale Shares which, when aggregated with the MySale Shares held by Frasers Group at the date of the Offer and any MySale Shares acquired or agreed to be acquired by Frasers Group on or after such date, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of MySale, including for this purpose (except to the extent otherwise agreed with the Panel) any such voting rights attaching to MySale Shares that are unconditionally allotted and/or issued before the Offer becomes or is declared unconditional whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

MySale Shares will be acquired fully paid and free from all liens, charges, equitable interests, security interests, encumbrances, rights of pre-emption and other third-party rights or interests together with all rights attaching thereto including, without limitation, the right to receive all dividends and other distributions (if any) announced, declared, made or paid thereafter.

Frasers Group reserves the right to reduce the Offer consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by MySale to the holders of MySale Shares following the date of this Announcement and prior to the Offer becoming or being declared unconditional.

There are no agreements or arrangements to which Frasers Group is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a precondition or a Condition to the Offer.

There are no inducement fees or similar arrangements between Frasers Group and MySale.

3.  Background to and reasons for the Offer

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 inAustraliaand 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 seasonalitybetweenthe 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.

4.  Information about Frasers Group

Frasers Group is a public limited company incorporated in England and Wales on 21 December 2006 under the Companies Act 2006 with registered number 06035106. Frasers Group is a long-established retailer operating with both physical stores and e-commerce operations. Frasers Group operates a diverse portfolio of sport, fitness, premium lifestyle and luxury goods across over 20 countries. This portfolio is managed through five operational segments: UK sports retail, premium lifestyle, European retail, rest-of-world and wholesale and licensing. These segments are underpinned by the multi-channel ELEVATE strategy, which is focused on the store experience, digital capabilities and product offering. The pioneering approach to retail continues to grow stores and transform its own brands and customer proposition.  Frasers Group has been listed on the premium segment of the Official List since 2007 and has a market capitalisation of approximately £4.1 billion, with unaudited full year (excluding Studio Retail Limited) revenue of £4.7 billion and profit before tax of £366.1 million for the year to 25 April 2022.

5.  Information about MySale

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. New sales events are offered daily with a curated selection of branded products at discounted prices, typically in limited quantities and for limited time periods, to seek to create excitement for customers. MySale's suppliers are offered a suite of inventory solutions to fulfil their demand for inventory management and increase customer awareness of their brands and products. As at 30 June 2021 MySale had approximately 529,300 active customers, 1.5 million subscribed users, 8 million app downloads and 1.25 million stock keeping units listed on its platform.

6.  Frasers Group's intentions regarding MySale's business, management, employees and pension schemes

Frasers Group has not made an approach to, or had any discussions with, MySale management in relation to the Offer. As such, Frasers Group has not undertaken any non-public due diligence. However, Frasers Group is currently MySale's largest shareholder and, recognising the limitations of due diligence within a public company context, Frasers Group has leveraged its industry expertise and knowledge as a well-established and highly respected retailer. Consequently, Frasers Group believes it has a clear understanding of the MySale business and the opportunities that the acquisition of MySale could provide.

Frasers Group has ambitions to increase its presence in Australia and the surrounding regions and believes that this can be better achieved via acquisitions than organically. Frasers Group's primary motivation behind the Offer is to increase its presence in Australia and New Zealand, where the MySale business is already established, and to use this as a platform to invest in and develop the Frasers Group and MySale businesses across the region through a combination of the channels that MySale operates and the wider strategic input and resources of Frasers Group.

Frasers Group 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), which Frasers Group and MySale could utilise to grow and develop MySale. This pipeline will be further enhanced by the benefits of counter seasonality between the European and Australian climates. Frasers Group intends to seek to develop MySale's existing network of buyers and sellers and to continue to offer third party brands to MySale members. 

Frasers Group intends to invest in MySale and, also intends to use MySale as a vehicle for making other investments in the region, including investing in retail opportunities that sit outside MySale's current business model. Frasers Group's aim is to invest in MySale's long-term future, to support the evolution of the MySale business as part of Frasers Group and to enhance the next stage of MySale's growth and development.

Frasers Group intends to work with the MySale management team to ensure the long-term future of the MySale business. Frasers Group may make additional hires and expand the current management team but  Frasers Group has no intention to make any changes to the continued employment of MySale's current employees and management (and those of its subsidiaries), including any material change in conditions of employment, the balance of skills and function of the employees and management (save where staff do not relocate in connection with the establishment of any new or replacement warehousing or expansion to establish a physical presence in new geographical regions). Frasers Group also has no intention to make any changes to any employer contributions into MySale's pension schemes, the accrual of benefits for existing members and the admission of new members.

MySale's headquarters are in Sydney, New South Wales, Australia. Frasers Group has no intention within 12 months following the Offer becoming or being declared unconditional to relocate MySale's headquarters and headquarter functions from its current location.

Frasers Group has no intention within 12 months following the Offer becoming or being declared unconditional to make any material changes to the deployment of MySale's fixed assets save that certain fixed assets may be upgraded and/or replaced as part of Frasers Group's investment in MySale. Frasers Group may consider expanding MySale's business to include physical bricks-and-mortar stores. Frasers Group may also look to acquire or lease additional or (if relevant) replacement warehousing in order to hold increasing amounts of Frasers Group inventory and to support the requirements of the MySale business as it grows and evolves. In the event that any warehousing facilities that MySale may have are relocated or MySale's business is expanded to establish a physical presence in a new area, this could result in a reduction in, or the relocation of, MySale's employees (and those of its subsidiaries) in the relevant area, although Frasers Group does not believe that this would result in an overall reduction in the number of employees as new colleagues would join the MySale business at its new premises.

Given MySale is an online flash sales retailer, Frasers Group does not believe there is an existing research and development function and, as a result, Frasers Group has no intentions regarding and has no plans to change MySale's research and development functions.

Save for the further development of the clearing channels for Frasers Group's end of line products and integration into Frasers Group, Frasers Group does not believe that the Offer will affect Frasers Group, its employees and management (including employment conditions or balance of skills and functions), strategic plans, places of business or its headquarters (including Frasers Group's headquarter functions).

Frasers Group has confirmed that there is no agreement, arrangement or understanding for the transfer of its MySale Shares to any third party.

MySale Shares are currently admitted to trading on AIM. As set out in paragraph 12, if, following the Offer becoming, or being declared, unconditional, Frasers Group has by virtue of acceptances of the Offer acquired, or agreed to acquire, MySale Shares which, when aggregated with the MySale Shares held by Frasers Group (and any persons acting in concert with it), represent not less than 75 per cent. of the voting rights attached to the MySale Shares, Frasers Group will consider making an application for the cancellation of the admission of MySale Shares to trading on AIM.

7.  MySale Shares to which the Offer relates

The Offer shall extend to the MySale Shares not already owned by Frasers Group, which represent approximately 71.3 per cent. of MySale's existing issued ordinary share capital.

In addition, the Offer shall extend to any MySale Shares which are unconditionally allotted and/or issued and fully paid (or credited as fully paid) on or before the date on which the Offer closes as to acceptances (or such earlier date as Frasers Group may, subject to the Takeover Code, decide). This will include MySale Shares arising pursuant to the exercise of options under the MySale Share Plans or pursuant to a conversion event under the Convertible Loan Notes.

Frasers Group will make appropriate proposals to the participants of the MySale Share Plans and to the holders of Convertible Loan Notes in due course.

8.  Financing of the Offer

The Offer will be financed from the existing cash resources of Frasers Group.

Numis, the financial adviser to Frasers Group, confirms that it is satisfied that sufficient resources are available to Frasers Group to enable it to satisfy in full the cash consideration payable to MySale Shareholders in the event of full acceptance of the Offer.

9.  Disclosure of Interests in Relevant Securities

In this paragraph 9, "Relevant Securities'' means MySale Shares and securities convertible into, or rights to subscribe for, options (including traded options) in respect thereof and derivatives referenced thereto.

As at the close of business on 16 August 2022 (being the last Business Day prior to the date of this Announcement), Frasers Group had the following interests in Relevant Securities:

Name	Nature of interest	Number of MySale Shares interested in	Interest as a percentage of issued MySale Shares
Frasers Group	Owner of MySale Shares	270,666,650	28.50%
Frasers Group	Contracts for difference	1,400,000	0.15%
		272,066,650	28.65%

As at the close of business on 16 August 2022 (being the last Business Day prior to the date of this Announcement), save as disclosed in this Announcement, neither Frasers Group nor any of its directors, nor, so far as Frasers Group is aware, any persons acting in concert (within the meaning of the Takeover Code) with Frasers Group, for the purposes of the Offer:

a)  had any interest in, or right to subscribe for, any Relevant Securities;

b)  had any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Relevant Securities;

c)  has borrowed or lent (including, for these purposes, entering into any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) any Relevant Securities; or

d)  has any outstanding irrevocable commitment or letter of intent with respect to Relevant Securities.

Furthermore, save as disclosed in this Announcement, no arrangement exists with Frasers Group in relation to Relevant Securities. For these purposes, an arrangement includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Relevant Securities which may be an inducement to deal or refrain from dealing in such securities.

10. Opening Position Disclosure

Frasers Group confirms that it will make a public Opening Position Disclosure, which sets out the details required to be disclosed by it under Rule 8.1(a) of the Takeover Code as soon as possible and by no later than 12 noon on 1 September 2022. Frasers Group confirms that any further necessary disclosures in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 will be made as soon as possible.

11. Posting of the Offer Document

The formal Offer Document containing full information relating to the Offer, including its terms and conditions, will be posted to MySale Shareholders as soon as practicable and in any event no sooner than 14 days nor no later than within 28 days of the date of this Announcement.

12. Compulsory acquisition, cancellation of trading and admission of MySale Shares and re-registration

If Frasers Group receives acceptances under the Offer in respect of and/or otherwise acquires or contracts to acquire, 90 per cent. or more by number of the MySale Shares to which the Offer relates, assuming that the Conditions have been satisfied, Frasers Group intends to exercise its rights in accordance with Part 18 of the Companies Jersey Law to acquire compulsorily the remaining MySale Shares on the same terms as the Offer.

MySale Shares are currently admitted to trading on AIM. An application to the appropriate authorities for the cancellation of the admission of the MySale Shares to trading on AIM requires approval from the holders of not less than 75 per cent. of the voting rights attached to the MySale Shares. If Frasers Group has by virtue of acceptances of the Offer acquired (whether pursuant to the Offer or otherwise treated for the purposes of Article 117(8) of the Jersey Companies Law as having been acquired, or contracted to be acquired, by virtue of acceptances of the Offer), or agreed to acquire, MySale Shares which, when aggregated with the MySale Shares held by Frasers Group, represent not less than 75 per cent. of the voting rights attached to the MySale Shares, Frasers Group will consider making an application for the cancellation of the admission of MySale Shares to trading on AIM. Should Frasers Group proceed with a cancellation of the admission of MySale Shares to trading on AIM, a notice period of not less than 20 Business Days will be given following which MySale would cease to be admitted to trading on AIM. Frasers Group may also consider causing MySale to be re-registered as a Jersey private company, either as part of that process or at a separate extraordinary general meeting convened following MySale ceasing to be admitted to trading on AIM.

Any cancellation of the admission of the MySale Shares to trading on AIM would significantly reduce the liquidity and marketability of any MySale Shares in respect of which the Offer has not been accepted at that time and the value of any such MySale Shares may be adversely affected as a consequence.

13. Overseas MySale Shareholders

The availability of the Offer to MySale Shareholders who are not resident in the UK or Jersey may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore, such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Further details in relation to overseas MySale Shareholders will be set out in the Offer Document. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

14. Website publication

This Announcement and the other documents required to be published pursuant to Rule 26.1 of the Takeover Code will be made available, subject to restrictions relating to persons resident in anyRestricted Jurisdiction, on Frasers Group's website athttps://www.frasers.group/financials. The contents of any websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

15. Requesting hard copy documents

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this Announcement in hard copy form by contacting Numis on [phone]. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested.

16. General

Your attention is drawn to the further information contained in the Appendices, which form part of, and should be read in conjunction with, this Announcement.

Please be aware that addresses, electronic addresses and certain other information provided by MySale Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from MySale may be provided to Frasers Group during the course of the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.

Numis Securities Limited (Numis) has given and not withdrawn its consent to the inclusion in this Announcement of references to its name in the form and context in which it appears.

Enquiries

Frasers Group plc
Thomas Piper, Company Secretary	T. 0344 245 9200
LEI: 213800JEGHHEAXIJDX34	E. [e-mail]
Chris Wootton, Chief Financial Officer	T. 0344 245 9200
	E. [e-mail]
PR Advisors
Rosie Oddy, Brunswick Group	E. [e-mail]
Numis (Financial Adviser to Frasers Group plc)
Luke Bordewich	T. 020 7260 1000
Stuart Ord
Ollie Steele

Important Notes

This Announcement, which does not constitute a prospectus or prospectus equivalent document, is for information purposes only. It is not intended to, and does not, constitute or form part of, any invitation, offer or the solicitation of an offer to purchase, otherwise acquire, subscribe, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.

The full terms and conditions of the Offer (including details of how the Offer may be accepted) will be set out in the Offer Document and, in the case of certificatedMySale Shares, the related Form of Acceptance. The Offer will be made solely through the Offer Document and, in the case of certificatedMySale Shares, the Form of Acceptance, and any acceptance of the Offer should be made only on the basis of the information contained in the Offer Document and, in the case of certificatedMySale Shares, the Form of Acceptance.

Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Frasers Group and no-one else in connection with the Offer and will not be responsible to anyone other than Frasers Group for providing the protections afforded to clients of Numis or for providing advice in relation to the Offer or any other matters referred to in this Announcement.

Overseas jurisdictions

The availability of the Offer and the release and/or distribution of this Announcement in or into jurisdictions other than the United Kingdom or Jersey may be restricted by the laws and regulations of those jurisdictions and therefore persons who are not resident in the United Kingdom or Jersey into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this Announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such Restricted Jurisdictions as doing so may violate the securities laws of such jurisdictions and invalidate any purported acceptance of the Offer.

This Announcement has been prepared in compliance with English law and regulation (including the Takeover Code) and Jersey law, and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside England or Jersey.

This Announcement is not an offer of securities for sale in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer is unlawful.

Neither the Securities and Exchange Commission in the United States nor any state securities commission in the United States has reviewed, approved or disapproved this Announcement or any of the proposals contained in this Announcement.

Forward-looking statements

This Announcement, including the information included in this Announcement, contains certain forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Offer on Frasers Group and the MySale Group, strategic options, the expected timing and scope of the Offer, and all other statements in this Announcement other than historical facts. These statements are based on the current expectations and are naturally subject to uncertainty and changes in circumstances.  Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning.  By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results, outcomes and developments to differ materially from those expressed in, or implied by, such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond those making the forward-looking statements ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, Frasers Group cannot give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this Announcement. Frasers Group assumes no obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise),except as required by applicable law or regulation.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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 Takeover Code, any person who is, or becomes, interested in 1% 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(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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.

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).

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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Frasers Group and/or MySale for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Frasers Group and/or MySale.

Purchases outside the Offer

Frasers Group or its nominees or brokers (acting as agents) may purchase MySale Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the Takeover Code, the AIM Rules and the rules of the London Stock Exchange.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Appendix 1
ConditionS and certain further terms of the Offer

Part A - Conditions

This Offer is subject to the following Conditions:

1  Acceptance Condition

1.1  The Offer is subject to valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as Frasers Group may, in accordance with the Takeover Code or with the consent of the Panel, decide) in respect of such number of MySale Shares which, when aggregated with the MySale Shares held by Frasers Group at the date of the Offer and any MySale Shares acquired or agreed to be acquired by Frasers Group on or after such date, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of MySale, including for this purpose (except to the extent otherwise agreed with the Panel) any such voting rights attaching to MySale Shares that are unconditionally allotted and/or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise. Unless the Panel consents otherwise, this Condition shall only be capable of being satisfied when all other Conditions set out in paragraph 2 below have been satisfied or waived. For the purposes of this Condition, MySale Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to be in issue and carry the voting rights they will carry on being entered into the register of members of MySale.  

2  Other Conditions

Subject to the provisions of Part B of this Appendix 1 and the requirements of the Panel in accordance with the Takeover Code, the Offer is also conditional upon the satisfaction or, where relevant, waiver of the following Conditions, and, accordingly, the Offer will not become or be declared unconditional unless the following Conditions (as amended, if appropriate), have been satisfied or, where relevant, waived:

2.1  Merger control

2.1.1  to the extent that any merger control consents or approvals are required prior to completion of the acquisition of the entire issued and to be issued share capital of MySale according to the law of any jurisdiction, all relevant notifications or filings having been made, all appropriate waiting periods having expired, lapsed or been terminated and all such clearances or approvals having been granted (or being deemed to have been granted in accordance with the relevant law) provided that each such clearance is on terms reasonably satisfactory to Frasers Group;

2.2  General Third-Party official authorisations and regulatory clearances

2.2.1  excluding filings, applications, obligations, notifications, waiting and other time periods, and clearances relating to antitrust, merger control or national security or foreign investment screening, all necessary filings or applications having been made, all necessary waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with, and there are no threatened or pending investigations by any Third Party following the expiration or termination of any necessary waiting period, in each case in connection with the Offer or the acquisition by any member of the Wider Frasers Group of any shares or other securities in, or control of, any member of the Wider MySale Group, where the direct consequence of a failure to make such a notification or filing or to wait for the expiry, lapse, or termination of any such waiting or time period would be unlawful in any relevant jurisdiction;

2.2.2  no Third Party having intervened (other than any Third Party having intervened in respect of antitrust, offer control or national security or foreign investment screening) and there not continuing to be outstanding any statute, regulation or order of any Third Party (other than any statute, regulation or order of any Third Party relating to antitrust or merger control or national security or foreign investment screening), in each case which would reasonably be expected to:

(a)  make the Offer, its implementation or the acquisition or proposed acquisition by Frasers Group or any member of the Wider Frasers Group of any shares or other securities in, or control or management of, MySale or any member of the Wider MySale Group void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly materially restrain, prevent, prohibit, restrict or materially delay, the same or impose additional conditions or obligations with respect to the Offer or such acquisition, or otherwise materially impede, challenge or interfere with the Offer or such acquisition, or require material amendment to the terms of the Offer or the acquisition or proposed acquisition of any MySale Shares or the acquisition of control or management of MySale or the Wider MySale Group by Frasers Group or any member of the Wider Frasers Group;

(b)  materially limit or delay, or impose any material limitations on, the ability of any member of the Wider Frasers Group or any member of the Wider MySale Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider MySale Group or any member of the Wider Frasers Group;

(c)  require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Frasers Group of any ordinary shares or other securities in MySale or of all or any portion of their respective businesses, assets or properties or materially limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof;

(d)  except pursuant to the implementation of the Offer or, if applicable Part 18 of the Companies Jersey Law, require any member of the Wider Frasers Group or of the Wider MySale Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group owned by any third party;

(e)  result in any member of the Wider MySale Group ceasing to be able to carry on business under the name under which it presently carries on business;

(f)  materially adversely limit the ability of any member of the Wider Frasers Group or of the Wider MySale Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Frasers Group or of the Wider MySale Group; or

(g)  except as Disclosed, otherwise materially adversely affect, any or all of the business, assets, profits, financial or trading position of any member of the Wider MySale Group or of the Wider Frasers Group,

in any case, to an extent which would reasonably be expected to be material and adverse in the context of the Wider MySale Group or Wider Frasers Group taken as a whole;

2.3  Certain matters arising as a result of any arrangement, agreement etc.

2.3.1  except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider MySale Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject, which, in each case as a consequence of the Offer or the acquisition or proposed acquisition of any ordinary shares or other securities in, or control of, MySale or any other member of the Wider MySale Group by any member of the Wider Frasers Group or otherwise, would be expected to result in (in any case, to an extent which would reasonably be expected to be material and adverse in the context of the Wider MySale Group taken as a whole):

(a)  any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider MySale Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or repayment date or the ability of any member of the Wider MySale Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(b)  other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider MySale Group;

(c)  any asset or interest of any member of the Wider MySale Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider MySale Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider MySale Group otherwise than in the ordinary course of business;

(d)  the creation of any liabilities (actual or contingent) by any member of the Wider MySale Group other than trade creditors or other liabilities incurred in the ordinary course of business;

(e)  the rights, liabilities, obligations or interests of any member of the Wider MySale Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder; or

(f)  the financial or trading position or the value of any member of the Wider MySale Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would or would reasonably be expected to result in any of the events or circumstances which are referred to in paragraphs 2.3.1(a) to 2.3.1(f) of this Condition occurring, in any case to an extent which would reasonably be expected to be material and adverse in the context of the MySale Group taken as a whole;

2.4  No material transactions, claims or changes in the conduct of the business of MySale

2.4.1  except as Disclosed, no member of the Wider MySale Group having, since 30 June 2021:

(a)  issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into, or exercisable or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury, in each case other than as between MySale and wholly-owned subsidiaries of MySale and/or on the exercise of options or vesting of awards granted in the ordinary course under the MySale Share Plans;

(b)  purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its ordinary share capital in each case to an extent which is material and adverse in the context of the Wider MySale Group taken as a whole;

(c)  recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to MySale or a wholly owned subsidiary of MySale);

(d)  other than pursuant to the Offer (and except for transactions between MySale and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of MySale and transactions in the ordinary course of business) implemented, effected, authorised or announced its intention to implement, effect, authorise or propose any Offer, demerger, reconstruction, amalgamation, scheme, or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material and adverse in the context of the Wider MySale Group taken as a whole or in the context of the Offer;

(e)  save for intra-group transactions, made or authorised any change in its loan capital other than in connection with ordinary course financing arrangements in any case to an extent which is material and adverse in the context of the Wider MySale Group taken as a whole;

(f)  save for intra-group transactions and other than in the ordinary course of business, entered into, implemented or authorised the entry into of, any joint venture, asset or profit sharing arrangement, partnership or merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (in each case, to an extent which is material and adverse in the context of the Wider MySale Group taken as a whole);

(g)  save in the ordinary course of business, issued or authorised the issue of, or made any change in or to, any debentures or (save for intra-group transactions) incurred or increased any indebtedness or liability (actual or contingent) which in any case is material and adverse in the context of the Wider MySale Group taken as a whole;

(h)  entered into, varied or authorised any material agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(i)  is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an

(ii)  obligation of such nature or magnitude (save in the ordinary course of business); or

(iii)  is likely to materially restrict the business of any member of the Wider MySale Group other than to a nature and extent which is normal in the context of the business concerned,

and, in either case, which is or would reasonably be expected to be material and adverse in the context of the Wider MySale Group taken as a whole;

(i)  (other than in respect of a member which is dormant or which is solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar office of all, or any material part of, its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, which is material the context of the Wider MySale Group as a whole;

(j)  been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business to an extent which is material in the context of the Wider MySale Group taken as a whole;

(k)  other than in respect of claims between MySale and wholly-owned subsidiaries of MySale, waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider MySale Group taken as a whole;

(l)  made any alteration to its memorandum or articles of association (in each case, other than in connection with the Offer) which is adverse to the interests of Frasers Group in the context of the Offer;

(m)  (except in relation to changes made or agreed as a result of, or arising from, applicable law or changes to applicable law) made or agreed or consented to any material change to:

(i)  the terms of the pension scheme(s) established for its directors, employees or their dependents; or

(ii)  the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder; or

(iii)  the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or

(iv)  the basis upon which the liabilities (including pensions) or such pension schemes are funded, valued or made; or

which would reasonably be expected to have a material adverse effect on the financial position of the Wider MySale Group taken as a whole;

(n)  entered into or materially varied the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, agreement, commitment, transaction or arrangement with any director or senior executive which is material and adverse in the context of the Offer or which would reasonably be expected to have a material adverse effect on the financial position of the Wider MySale Group;

(o)  save in respect of any replacement plan proposed to MySale Shareholders at the 2022 annual general meeting, proposed, agreed to provide or materially modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider MySale Group in each case which is material and adverse in the context of the Wider MySale Group taken as a whole; and

(p)  on or after the date of this Announcement, and other than with the consent of Frasers Group, taken or proposed to take any action which requires or would require the approval of MySale Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code.

2.5  No material adverse change, litigation, regulatory enquiry or similar

2.5.1  except as Disclosed, since 30 June 2021:

(a)  there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects of any member of the Wider MySale Group which in any case is material and adverse in the context of the MySale Group taken as a whole;

(b)  no contingent or other liability of any member of the Wider MySale Group having arisen or become apparent or increased other than in the ordinary course of business which in any case is material and adverse in the context of the Wider MySale Group as a whole;

(c)  (other than as a result of or in connection with the Offer) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider MySale Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened in writing, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider MySale Group which in any case is or would reasonably be expected to have a material adverse effect in the context of the Wider MySale Group taken as a whole;

(d)  (other than as a result of or in connection with the Offer) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member by or the Wider MySale Group which in any case is material in the context of the Wider MySale Group taken as a whole; and

(e)  no member of the Wider MySale Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the MySale Group taken as a whole;

2.6  No discovery of certain matters

2.6.1  except as Disclosed, Frasers Group not having discovered:

(a)  that any financial or business or other information concerning the Wider MySale Group disclosed at any time by or on behalf of any member of the Wider MySale Group, whether publicly, to any member of the Wider Frasers Group or otherwise, is materially misleading or contains any material misrepresentation of fact or omits to state a fact necessary to many any information contained therein not misleading, in each case to an extent which is material in the context of the Wider MySale Group taken as a whole;

(b)  that any member of the Wider MySale Group is subject to any liability (actual or contingent) which is material in the context of the Wider MySale Group taken as a whole; or

(c)  any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider MySale Group and which is material in the context of the Wider MySale Group taken as a whole;

2.7  Anti-corruption and sanctions

2.7.1  except as Disclosed, Frasers Group not having discovered that:

(a)  any past or present member of the Wider MySale Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010 or any other applicable anti-corruption legislation;

(b)  any past or present member of the Wider MySale Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or any other governmental or supranational body or authority in any jurisdiction; and

(c)  any asset of any member of the Wider MySale Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B - Certain further terms of the Offer

3  Certain further terms of the Offer

3.1  Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

3.2  Subject to the requirements of the Panel, Frasers Group reserves the right to waive, in whole or in part, all or any of the Conditions set out in Part A of this Appendix 1 (other than the Acceptance Condition, which cannot be waived).

3.3  The Offer of 2 pence in cash for each MySale Share is final and the offer price will not be increased, except that Frasers Group reserves the right to increase the offer price if there is an announcement on or after the date of this Announcement of an offer or a possible offer for MySale by a third party offeror or potential offeror.

3.4  The Offer shall lapse unless the Conditions have been fulfilled or, where permitted, waived, or where appropriate, determined by Frasers Group to be or remain satisfied by the earlier of the Unconditional Date and the Long-Stop Date (subject to the rules of the Takeover Code and, where applicable, the consent of the Panel). Frasers Group shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied any of the Conditions set out in paragraph 2 of Part A of this Appendix 1 by a date earlier than the latest date specified above for the fulfilment thereof, notwithstanding that the other Conditions to the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Condition(s) may not be capable of fulfilment.

3.5  If Frasers Group is required to make a mandatory offer for MySale Shares under Rule 9 of the Takeover Code, Frasers Group may make such alterations to the conditions of the Offer as are necessary to comply with the Takeover Code.

3.6  Save as may otherwise be required by the Panel, the Offer will not proceed, will lapse or will be withdrawn if on the Long-Stop Date: (a) sufficient acceptances have not been received so as to enable the Acceptance Condition to be satisfied; or (b) where sufficient acceptances have been received so as to enable the Acceptance Condition to be satisfied, one or more Conditions relating to an official authorisation or regulatory clearance has not been satisfied or waived and the Panel consents to the Offer not proceeding, lapsing or being withdrawn.

3.7  Frasers Group reserves the right, subject to the prior consent of the Panel, to implement the Offer by way of a scheme of arrangement. In such event, the Offer will be implemented on the same terms, so far as applicable, as those which would apply under a contractual offer, subject to appropriate amendments to reflect the change in method of effecting the Offer.

3.8  If the Offer lapses for any reason, the Offer will cease to be capable of further acceptance, and Frasers Group and accepting MySale Shareholders will cease to be bound by acceptances of the Offer delivered on or before the time when the Offer lapses.

3.9  Under Rule 13.5(a) of the Takeover Code, Frasers Group may not invoke a Condition so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Frasers Group in the context of the Offer. Frasers Group may only invoke a Condition that is subject to Rule 13.5(a) with the consent of the Panel and any Condition that is subject to Rule 13.5(a) may be waived by Frasers Group. The Acceptance Condition is not subject to Rule 13.5(a) of the Takeover Code. 

3.10  The Offer will extend to all MySale Shares unconditionally allotted and/or issued on the date on which the Offer is made, and any further MySale Shares unconditionally allotted and/or issued, and any treasury shares unconditionally sold or transferred by MySale, in each case, while the Offer remains open for acceptance (or such earlier date or dates as Frasers Group may decide).

3.11  MySale Shares will be acquired by Frasers Group pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this Announcement.

3.12  Save to the extent provided in this Announcement, Frasers Group will have the right to reduce the consideration payable to MySale Shareholders under the terms of the Offer by the amount of any dividend (or other distribution) payable by MySale to MySale Shareholders.

3.13  The Offer will be subject to any prohibition or condition imposed by law, and persons who are not resident in the United Kingdom or Jersey should accordingly inform themselves about and observe any requirements applicable to them.

3.14  In deciding whether or not to accept the Offer in respect of their MySale Shares, MySale Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and (if they hold their MySale Shares in certificated form) the Form of Acceptance which will be posted to MySale Shareholders in due course (other than to any MySale Shareholders with addresses in any Restricted Jurisdiction).

3.15  The Offer will be made on the terms and will be subject to the further terms to be set out in full in the Offer Document and, in the case of certificated MySale Shares, the Form of Acceptance.

3.16  This Announcement and any rights or liabilities arising under it or under the Offer will be governed by English law and be subject to the jurisdiction of the English courts. The Offer will be made and implemented in accordance with and comply with the applicable rules and regulations of the FCA, the London Stock Exchange and the Takeover Code.

3.17  The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within, any Restricted Jurisdiction.

Appendix 2
Sources of financial information and bases of calculation used

In this Announcement, unless otherwise stated or the context otherwise requires, the bases of calculation and sources of information are used as described below:

1.  Financial information relating to MySale has been extracted or derived (without any adjustment) from the annual report and accounts and investor presentation of MySale for the year ended 30 June 2021.

2.  Financial information relating to Frasers Group has been extracted or derived (without any adjustment) from the annual report and accounts of Frasers Group for the year ended 25 April 2021.

3.  References to the existing issued ordinary share capital of MySale and the existing issued MySale Shares are to the number of MySale Shares in issue as at 16 August 2022 (being the last Business Day prior to the date of this Announcement), which was 949,670,111 ordinary shares excluding shares which are held in treasury at that date as disclosed by MySale on its website at https://www.mysalegroup.com/investor.html#/aim26 (for the avoidance of doubt, the contents of MySale's website as referred to in this Announcement are not incorporated into, and do not form part of, this Announcement).

4.  The international securities identification number for MySale Shares is JE00BMH4MR96.

5.  Volume weighted average prices have been derived from Bloomberg.

6.  All closing prices of MySale Shares have been derived from the AIM Appendix of the Daily Official List of the London Stock Exchange.

Appendix 3
Definitions

The following definitions apply throughout this Announcement unless the context requires otherwise:

Acceleration Statement	a statement in which Frasers Group, in accordance with Rule 31.5 of the Takeover Code, brings forward the latest date by which all of the Conditions to the Offer must be satisfied or waived
Acceptance Condition	the Condition as to acceptances set out in paragraph 1 of Part A of Appendix 1 to this Announcement
AIM	the AIM Market operated by the London Stock Exchange
AIM Rules	the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time)
Announcement	this Announcement of which the Appendices form part
Annual Report	the annual report and accounts of MySale for the year ended 30 June 2021
Authorisations	authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals;
certificated	a share or other security, title to which is recorded in the relevant register as being held in certificated form
Business Day	a day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London and Jersey
Code or Takeover Code	the City Code on Takeovers and Mergers
Companies Act	the UK Companies Act 2006, as amended from time to time
Companies Jersey Law	the Companies (Jersey) Law 1991, as amended from time to time
Conditions	the conditions to the Offer set out in ‎Appendix 1 of this Announcement, and Condition means any one of them
Convertible Loan Notes	the convertible loan notes of MySale with a maturity date of 30 April 2025 which are convertible into MySale Shares at a conversion price of 1.5 pence per MySale Share
Daily Official List	the Daily Official List published by the London Stock Exchange
Day 60	means the 60th day following the publication of the Offer Document (or any other time and/or date as the Panel may determine)
Day 61	means the 61st day following the publication of the Offer Document
Dealing Disclosure	as defined in the Takeover Code
Disclosed	the information fairly disclosed by, or on behalf of, MySale (i) in the Annual Report and (ii) in any announcement to a Regulatory Information Service by, or on behalf of, MySale, prior to this Announcement
FCA	the Financial Conduct Authority or its successor from time to time
Form of Acceptance	the form of acceptance relating to the Offer which, where appropriate, will accompany the Offer Document
Frasers Group	Frasers Group plc, a registered public limited company incorporated in England and Wales with registered number 06035106
hard copy form	a document, an announcement or any information will be sent in hard copy form if it is sent in a paper copy or similar form capable of being read
London Stock Exchange	London Stock Exchange plc or its successor from time to time
Long-Stop Date	Day 61 or such later date (if any) as Frasers Group may, with the consent of MySale or with the consent of the Panel , specify
MySale	MySale Group plc, a registered public company incorporated in Jersey with company number 115584
MySale Group	MySale and its subsidiary undertakings (as defined in the Companies Jersey Law) and, where the context permits, each of them
MySale Shares	ordinary shares in the capital of MySale
MySale Shareholders	holders of MySale Shares
MySale Share Plans	the executive incentive plan and the loan share plan of MySale
Numis	Numis Securities Limited, sole financial adviser to Frasers Group
Offer	the offer to be made by Frasers Group to acquire the MySale Shares subject to the terms and Conditions described in this Announcement and the further terms to be set out in the Offer Document and, in the case of certificated MySale Shares , the Form of Acceptance and, where the context so requires, any revision, variation, extension or renewal of such offer
Offer Document	the formal document setting out the full terms and conditions of the Offer , to be posted to MySale Shareholders (other than certain Overseas Shareholders )
Offer Period	the offer period (as defined in the Takeover Code) relating to the Company that commenced on 17 A ugust 2022 and ending on the earlier of the date on which the Offer becomes or is declared unconditional as to acceptances and/or the date on which the Offer lapses or is withdrawn (or such other date as the Panel may decide)
Official List	the Official List of the FCA
Opening Position Disclosure	as defined in the Takeover Code
Overseas Shareholders	MySale shareholders whose registered outside the United Kingdom or Jersey or who are citizens or residents of countries other than the United Kingdom or Jersey
Panel	the Panel on Takeovers and Mergers
Regulatory Information Service	the regulatory information service as defined in the handbook of rules and guidance made by the FCA
Restricted Jurisdiction	any jurisdiction where the release, publication or distribution in whole or in part, in, into or from or where the extension of the Offer would constitute a violation of the relevant laws of the jurisdiction, in particular the United States of America, Canada, Japan or Australia
Third Party	any relevant government or governmental, quasi-governmental, supranational, statutory,  regulatory, environmental or investigative body,  court, trade, agency, association, institution, any  entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction
Unconditional Date	Day 60 or such earlier date as the Frasers Group may specify in an Acceleration Statement unless, where permitted, it has set aside that statement
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
US or United States	the United States of America, its territories and possessions, any state of the United States, the District of Columbia and all other areas subject to its jurisdiction
Wider Frasers Group	Frasers Group and its subsidiary undertakings (as defined in the Companies Act) and associated undertakings and any other body corporate, partnership, joint venture or person in which Frasers Group and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or equivalent
Wider MySale Group	MySale and any of its subsidiaries, subsidiary undertakings (as defined in the Companies Jersey Law) and associated undertakings and any other body corporate, partnership, joint venture or person in which MySale and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or equivalent

1  In this Announcement, unless the contrary is otherwise indicated:

1.1  references to £, pence, penny, and p are to the lawful currency of the United Kingdom;

1.2  all times referred to are London time unless otherwise stated;

1.3  references to the singular include the plural and vice versa and words importing the masculine gender include the feminine or neutral;

1.4  all references to legislation are to English legislation; and

1.5  any reference to a provision of any legislation shall include any amendment, modification, re-enactment or extension.

2  References in this Announcement to any English legal term shall in respect of any jurisdiction other than England or in respect of any member of the Wider Frasers Group or the Wider MySale Group which is incorporated or operating in a jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

3  References in this Announcement to any Jersey legal term shall in respect of any jurisdiction other than Jersey or in respect of any member of the MySale Group which is incorporated or operating in a jurisdiction other than Jersey be deemed to include what most nearly approximates in that jurisdiction to the Jersey legal term.

4  All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

 

END

 

 

OFFSFUFSWEESEDA