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MySale Group PLC (MYSL)

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Thursday 04 November, 2021

MySale Group PLC

Proposed Listing on ASX

RNS Number : 3981R
MySale Group PLC
04 November 2021
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY (AS DEFINED BELOW) IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF THE COMPANY.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF EU REGULATION 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

4 November 2021

 

 

MYSALE Group plc

 

(the "Company" or "MYSALE")

 

Proposed Listing on ASX, Tender Offer, Consolidation and Cancellation of Admission to Trading on AIM

Directorate Change

 

MYSALE Group plc ("MYSALE" or the "Company"), an Australian headquartered online off-price retail platform, today announces that, following its announcement of 26 November 2020, it is proceeding with an offer of up to A$60 million (c.£33 million 1 ) and listing on the Australian Securities Exchange ("ASX"), ("Listing").

In conjunction with the Listing, the Company will offer CHESS Depositary Interests ("CDIs") in respect of fully paid ordinary shares in the capital of the Company ("Shares") to institutional and other investors. CDIs over newly issued Shares, representing, in number, at least A$20 million (c.£11 million) and up to A$30 million (c.£16.5 million), will be offered by the Company under the "Primary Offer". Further, CDIs over Shares up to A$30 million (c.£16.5 million) will be offered by MYSALE SaleCo Limited ("SaleCo") under the "Secondary Offer" (together with the Primary Offer, the "Offer"). The "Offer Price" of CDIs under the Offer will be determined as part of a Bookbuild. The number of CDIs to be offered under the Offer and the number of CDIs to be offered under the Primary Offer will be determined by Company in consultation with SaleCo and the Lead Manager. The remaining CDIs offered under the Offer, in any, will comprise the Secondary Offer.

SaleCo will acquire existing Shares underlying the CDIs to be sold through the Secondary Offer by conducting an offer to existing eligible Shareholders to tender some or all of their Consolidated Shares to SaleCo at the Offer Price per Consolidated Share ("Tender Price", together the "Tender Offer").

Further, in anticipation of the above, the Company is proposing to consolidate its issued share capital into a lesser number of shares ("Consolidation"), (all together, the "Proposed Transaction"). The Company is also proposing to cancel the admission of its Shares to trading on AIM in March 2022 ("Cancellation") should the Proposed Transaction proceed.

The elements of the Proposed Transaction and the Cancellation are subject to certain matters, including certain approvals by Shareholders at the Extraordinary General Meeting, as described below in this Announcement. A Circular containing, inter alia, further detail on the Tender Offer and notice of the Extraordinary General Meeting is expected to be published on or following 11 November 2021.

Unless the context otherwise requires, capitalised terms in this Announcement have the meanings given to those terms in the definitions set out in the Definitions section below.

Unless otherwise indicated, all references in this Announcement are to London time.

The "c.£" equivalent prices detailed throughout this Announcement are provided for illustrative purposes only. The rate of exchange used for this purpose is A$1.00 / £0.5496, which may or may not be the rate of exchange at the time this Announcement is published or on completion of any element of the Proposed Transaction.

Highlights:

· MYSALE announces an offer of up to A$60 million through the issue of CDIs and a listing on ASX, comprising:

o a Primary Offer of at least A$20 million (c.£11.0 million) and up to A$30 million (c.£16.5 million);

o a Tender Offer proposed to provide eligible Shareholders with an opportunity to participate in a Secondary Offer of up to A$30m; and

o an Indicative Price Range for the CDI's of between A$1.75 and A$2.25 (c.£ 0.96 and c.£1.24) equivalent to c.6.4 pence and c.8.3 pence per Share prior to the Consolidation;

· in advance of the Listing, Shares are proposed to be consolidated on a 15 existing Shares for 1 Consolidated Share basis, ignoring Fractional Entitlements;

· the Company has experienced growth across key economic metrics, GMV (+50.1 per cent), Revenue (+3.1 per cent) and Gross Profit (+18.4 per cent), during the first quarter of FY22;

· Shareholders will be asked to consider and vote on resolutions at the Extraordinary General Meeting to be held on 29 November 2021 enabling the Proposed Transaction and Cancellation to proceed; and

· the Company announces changes to the Board with the appointment of Donna Player and Mark Bayliss as Non-Executive Directors and with Wally Muhieddine and Dow Famulak resigning as Non-Executive Directors. Mats Weiss is also resigning as a Director, effective immediately, although will remain as Chief Financial Officer to the Group.

1 Based on a foreign exchange rate of A$1.00 / £0.5496 as at 1 November 2021.  This may not reflect the exchange rate at the time of the release of this Announcement or completion of any element of the Proposed Transaction.

Information about the Offer and Listing

Overview

A prospectus prepared in accordance with the requirements of the Australian Corporations Act 2001 ( " Corporations Act " ) , which contains further information on the Offer, MYSALE (including forecasts, which are also referenced in this Announcement below) and key risks (" Australian Prospectus "), has been lodged with the Australian Securities and Investments Commission ("ASIC") and ASX. While the Australian Prospectus remains subject to regulatory review in Australia and may change or be supplemented or replaced, it is available on the Company's website for information purposes only through the following link: https://www.mysalegroup.com/australia_prospectus_ipo_2021 .

The information in this Announcement is only a summary of selected information contained in the Australian Prospectus. The Australian Prospectus made available through the link above should be reviewed in full. It contains details about the industry in which MYSALE operates, MYSALE's business and business model, certain historical and forecast financial information presented on a pro forma basis (with a reconciliation of that information to MYSALE's statutory financial information), key risks, and information about key people, interests and benefits as well as other additional information.

Notwithstanding the above, the Australian Prospectus (available on the Company's website at the direct link above) does not constitute a prospectus for the purposes of the Prospectus Rules and does not include any application forms. No offer of CDIs is or will be made under the Australian Prospectus and the document is provided for information purposes only.

Basis of preparation of pro forma historical and forecast financial information in this Announcement and the Australian Prospectus

Pro forma historical and forecast financial information in this Announcement and the Australian Prospectus and has been prepared by the Company for the purposes of the Offer in accordance with Australian prospectus requirements. Pro forma adjustments have been made to eliminate certain non-recurring items and other adjustments have been made to reflect the Company and capital structure following completion of the Listing, as further described in the Australian Prospectus.

Importantly, these requirements and adjustments differ from those historically used by the Company in preparing and presenting its underlying financial information and as a result the Company's pro forma financial information included in this Announcement and the Australian Prospectus, and that previously reported as The Company's underlying financial information, are not directly comparable.

Variances between FY21 and FY22F underlying EBITDA, statutory EBITDA, and pro forma EBITDA prepared for the purpose of the Offer are described below.

Background

In 2019, the Company undertook a strategic review of its operations. Following the strategic review, MYSALE launched its "ANZ First Strategy" to focus its activities and opportunities primarily in Australia and New Zealand, and to accelerate development of its Marketplace sales channel with the aim of becoming a more inventory-light, online retail platform.

The principal reasons for the Proposed Transaction are to:

• provide the Company with the benefits of an increased brand profile in Australia and New Zealand that arise from being a publicly listed entity on the ASX;

• broaden the Company's shareholder base in Australia and New Zealand and create alignment with the ANZ First Strategy;

• give eligible Shareholders the potential to realise part of their investment in the Company by way of the Tender Offer;

• support the Company's growth strategy; and

• provide funding and financial flexibility for general working capital purposes.

Carl Jackson, Executive Chairman of MYSALE commented:

"We are excited to announce this next step in MYSALE's journey having made significant strategic, financial and operational progress since the implementation of our ANZ First Strategy to focus activities and opportunities primarily in Australia and New Zealand, and to accelerate development of our Marketplace sales channel.

We think an ASX listing represents a logical alignment between our strategy and listing location and will assist with broadening our shareholder base in Australia and New Zealand and look forward to welcoming new shareholders onto our register.

On behalf of the board, I would like to thank Wally and Dow for their contribution and look forward to working with Donna and Mark "

 

Kalman Polak, CEO of MYSALE commented:

"MYSALE has a compelling offering in off-price fashion, beauty and homewares in the online retail market, and active supplier network attracted by MYSALE's solutions for suppliers' inventory, brand awareness and revenue needs, a growing Marketplace sales channel displaying an ability to attract and acquire both sellers and customers, a scalable business supported by MYSALE's technology platform, and an experienced leadership team with extensive online retail expertise.

As CEO I see tremendous opportunities for MYSALE, harnessing our current momentum and leveraging our Marketplace sales channel, launching mysale.com focussing on off-price luxury, expanding our new Own Stock offering, amplifying the MYSALE brands, recruiting more customers and delivering a best-in-class customer experience."

Recent Trading and Outlook

Recent trading 

The Company has experienced growth across key economic metrics during the first quarter of FY22, the financial results of which are based on the unaudited management accounts of the Company.

In comparison to the first quarter of FY21, for the first quarter of FY22:

· Gross Merchandise Value ("GMV") increased by 50.1 per cent;

· Revenue increased by 3.1 per cent; and

· Gross Profit increased by 18.4 per cent.

The Company believes that the key drivers in this growth in GMV, Revenue and Gross Profit were the growth in the Marketplace sales channel leading to increased commission revenue, growth in the Own Stock sales channel, and the impact of varying levels of Covid-19 restrictions across parts of Australia and New Zealand.

Since June 2019, and following the implementation of the ANZ First Strategy, the Company has been operating with negative working capital, meaning the Company is able to generate cash by selling products to customers before suppliers are paid.

Pro Forma Financial Outlook

The Company has prepared pro forma forecasts for FY22F solely for the purposes of the Offer. This forecast financial information has been prepared by the Company based on an assessment of present economic and operating conditions, including the impact of Covid-19 and on a number of general and specific assumptions set out in Sections 4.6.1 and 4.6.2 of the Australian Prospectus.

GMV is forecast to be A$156.0 million in FY22F, an increase of 24.4 per cent from A$125.4 million in FY21. The growth in GMV from FY21 to FY22F is expected to be driven by continued growth of the Marketplace sales channel, further expansion of the Own Stock sales channel, Order After Sale decreasing due to an expected shift of sellers to the Marketplace sales channel and a focus on the Own Stock sales channel by the Company, and closure of the last remaining physical outlet store in New Zealand.

Revenue is forecast to be A$124.8m in FY22F, an increase of 5.9 per cent from 117.9 million in FY21.  The growth in Revenue from FY21 to FY22F is expected to be driven by the factors driving GMV growth referred to above.

Gross Margin is forecast to increase to 41.2 per cent in FY22F from 39.4 per cent in FY21 due to the continued growth of the higher margin Own Stock sales channel and continued growth of the Marketplace sales channel, as well as there being no remaining legacy Own Stock (which would otherwise negatively impact Gross Margin).

Contribution Margin is forecast to increase to 16.1 per cent in FY22F from 15.4 per cent in FY21 with the main drivers of this increase being an increase in Gross Margin and an offsetting increase in marketing spend to 9.2 per cent of Revenue as the Company continues to scale the Marketplace sales channel. 

Operating expenses are forecast to increase by 6.1 per cent to A$48.4 million in FY22F from A$45.6 million in FY21 with the main drivers of this increase being the increase of variable expenses and delivery costs as a result of the forecast growth in GMV and an increase in fixed costs as a result of further reductions to the headcount in the buying teams which were previously located in the US and the UK.

EBITDA is forecast to increase to A$2.98 million in FY22F from A$0.79 million in FY21 with the key drivers of this increase being the forecast increased Revenue (which will improve EBITDA by A$2.73 million), the forecast increased Gross Margin (which will add A$2.24 million to EBITDA) and the forecast increase in operating expenses (which will reduce EBITDA by A$2.78 million). 

Working Capital Days are forecast to increase to -6 days in FY22F from -30 days in FY21 with the main drivers of this increase explained by the assumed change in the Company's inventory levels across its sales channels.

Inventory levels are assumed to increase to A$7.1 million in FY22F from A$5.5 million in FY21 with the main driver of this increase being further investment by MYSALE in products to drive growth in its Own Stock sales channel.

The above information represents only a summary of the Company's FY22F pro forma forecasts. This summary should be read in conjunction with the information available in the Australian Prospectus, including the general and specific assumptions, the sensitivity analysis, the described risk factors and the summary of the Company's significant accounting policies. The forecasts presented both in this Announcement and the Australian Prospectus are not fact and are by their very nature subject to significant uncertainties and contingencies and no assurance is given that they will arise.

You should read the important information under the heading "Cautionary statements" below. Further, it should be noted that the pro forma information included in the Australian Prospectus and this Announcement differs from statutory information published by the Company and undue reliance should not be placed on the forecast information.

FY21 reported underlying EBITDA and FY22F forecast EBITDA

The below reconciliation in Table 1 outlines the variances between FY21 underlying EBITDA, statutory EBITDA (reported by the Company on 5 October 2021) and the pro forma EBITDA prepared for the purpose of the Offer.

Variances between FY21 reported underlying EBITDA and FY21 reported statutory EBITDA are explained in note 6 to the annual report and financial statements of the Company dated 30 June 2021 and relate to adjustments for certain items including impairment losses/reversals related to goodwill and receivables, share-based payments, reorganisation costs, debt forgiveness, one-off cost and unrealised foreign exchange loss/gain. There is no change to the reported statutory EBITDA.

The variances between FY21 reported statutory EBITDA and pro forma EBITDA (prepared as though the Company had been listed solely on the ASX for the full year for the purposes of the Offer) are explained in Table 4.4 of the Australian Prospectus and relate to adjustments for certain items including share-based payments for AIM and ASX (equity-settled share-based compensation benefits), capital raising and Offer costs and the net loss on disposal of PPE and intangibles. 

Table 1 - Variances between FY21 underlying EBITDA, statutory EBITDA and pro forma EBITDA prepared for the purpose of the Offer

 

FY21

Underlying EBITDA

4,192

 

 

(Recovery)/Impairment of receivables

-217

Debt Forgiveness

Share-based payments

-197

Reorganisation costs

-652

One-off costs of non-trading, non-recurring nature including acquisition expenses

-357

Unrealised foreign exchange movements

-904

 

 

Statutory EBITDA

1,865

 

 

Pro Forma Adjustments

Share-based payment (AIM)

193

Share-based payment (ASX)

-936

Public company cost (AIM)

943

Public company cost (ASX)

-1,548

Capital raising cost

27

Offer costs

90

Net loss on disposal of PPE

155

Net loss on disposal of intangibles

4

 

 

Pro Forma EBITDA

793

The below reconciliation in Table 2 outlines the variances between FY22F underlying EBITDA, FY22F statutory EBITDA, and the FY22F pro forma EBITDA prepared for the purpose of the Offer.

Variances between FY22F underlying EBITDA and FY22F statutory EBITDA relate to adjustments for certain items including share-based payments and one-off costs of non-trading, as well as non-recurring acquisition expenses. 

The variances between FY22F statutory EBITDA and FY22F pro forma EBITDA (prepared as though the Company had been listed solely on the ASX for the full year for the purposes of the Offer) relate to adjustments for certain items including UK public company costs and UK share-based payments (equity-settled share-based compensation benefits) and Australian public company costs and Australian share-based payments (equity-settled share-based compensation benefits).  For further information see notes 5 and 6 of Table 4.4 of the Australian Prospectus. 

Table 2: Variances between FY22F underlying EBITDA, statutory EBITDA, and pro forma EBITDA prepared for the purpose of the Offer.

 

FY22F

Underlying EBITDA

5,000

 

 

Share-based payments

-580

One-off costs of non-trading, non-recurring nature including acquisition expenses

-500

 

 

Statutory EBITDA

3,920

 

 

Take out UK public company cost and UK share-based payment

943

Add in AU public company cost and AU share-based payment

-1,881

 

 

 

 

Pro Forma EBITDA

2,982

 

 

 

 

Difference between UK and AU public company cost (annualised)

-938

Additional Share-based payments expenses

-346

Additional D&O insurance

-609

Others

17

For further information, please see Table 4.1 "Consolidated statutory historical results and the statutory forecast results", Table 4.3 "Key operating and financial metrics" and Table 4.4 "Pro forma adjustments to the statutory historical results and statutory forecast results" included in the Australian Prospectus.

Offer

The Offer will seek to raise up to A$60 million (c.£33 million), of which at least A$20 million (c.£11 million) and up to A$30 million (c.£16.5 million) will be offered by the Company through the issue of CDIs over New Shares under the Primary Offer, with the balance of the Offer (if any) to be offered under the Secondary Offer in the form of CDIs over Consolidated Shares by SaleCo. The number of CDIs to be offered under the Offer and the number of CDIs to be offered under the Primary Offer (and the Final Price at which they will be offered) will be determined by Company in consultation with SaleCo and the Lead Manager. The remaining CDIs offered under the Offer, if any, will comprise the Secondary Offer.

Explanation of the CDIs

Shares cannot be traded electronically on ASX, given that CHESS (being the electronic transfer system used by ASX to transfer the legal title of securities) is not recognised by the laws of Jersey as a method of electronic transfer of the legal title of shares in a Jersey company.

Therefore, the Company intends that an Australian depositary nominee, namely CHESS Depositary Nominees Pty Ltd ("CDN"), will be the legal holder of any Consolidated Shares in respect of any CDIs quoted on ASX. Each CDI will represent the beneficial title of, and interest in, one Consolidated Share and each Consolidated Share underlying a CDI will rank equally with the Shares currently in issue.

In order for the CDIs to be issued to investors under the Offer, the Company will issue new Consolidated Shares ("New Shares") to CDN, and SaleCo will transfer existing Consolidated Shares to CDN. CDN will then issue, in aggregate, a corresponding number of CDIs. The New Shares, when issued, will rank pari passu in all respects and will rank in full for all dividends and other distributions declared paid or made in respect of the existing Consolidated Shares after admission.

Offer Price

The number of CDIs to be offered under the Offer and the number of CDIs to be offered under the Primary Offer (as well as the Offer Price at which they will be offered) will be determined by the Company in consultation with SaleCo and the Lead Manager. An Indicative Price Range of between A$1.75 and A$2.25 (c.£0.96 and c.£1.24, being equivalent to c. 6.4 pence and c.8.3 pence per Share prior to the Consolidation) has been determined for the CDIs. The Offer Price may be set at a price which is below, within or above the Indicative Price Range. If the Offer Price is set below the Indicative Price Range, the Company may proceed with the Primary Offer but the Secondary Offer will not proceed. 

Based on a Primary Offer size of A$30 million (c.£16.5 million) at the mid-point price of the Indicative Price Range, the Offer will result in the issue of up to 15 million New Shares (representing approximately 19 per cent of the maximum Enlarged Issued Share Capital if no CDIs were sold through the Secondary Offer).

Tender Offer

Eligible Shareholders will be invited to tender some, or all, of their Consolidated Shares based on their holding at the Tender Offer Record Date of 6.00 p.m. on 25 November 2021, to SaleCo on terms to be set out in the Circular. Shareholders are not obliged to tender any Consolidated Shares and if they do not wish to participate in the Tender Offer, they should take no action.

The Tender Price will equal the Offer Price. If the Offer Price is below A$1.75 (c.£0.96, being equivalent to c.6.4 pence prior to the Consolidation), i.e. the Tender Floor Price, the Tender Offer will not proceed. If the Tender Offer does proceed:

· SaleCo will accept and acquire the Tender Offer Shares from the Tendering Shareholders up to the value of the Secondary Offer;

· SaleCo will offer one CDI for each Tender Offer Share to investors under the Offer at the Offer Price per CDI (with this part of the Offer forming the Secondary Offer); and

· investors will pay the Offer Price for each CDI to SaleCo and SaleCo will pay the corresponding Tender Price (converted into £ and less any Exchange Fees) to Tendering Shareholders.

The value of the remittance to successful Tendering Shareholders will be dependent upon the exchange rate obtained by SaleCo, such that any exchange rate risk will be borne by the successful Tendering Shareholders and which, for the avoidance of doubt, means that the value of the remittance received by successful Tendering Shareholders for each Tender Offer Share may be less than the Tender Floor Price.

Scale-back

SaleCo will accept validly tendered Consolidated Shares from Tendering Shareholders up to the value of the Secondary Offer on the basis described in the Tender Offer documentation (for example on a pro rata basis to existing Shareholders up to the maximum value of tendered Consolidated Shares by a particular Shareholder and based on their Shareholding on the Tender Offer Record Date), with excess applications scaled back.

The Company considers that this structure provides all eligible Shareholders with an opportunity to tender Consolidated Shares as part of the Proposed Transaction noting that, without the Tender Offer, it would not have been practical for all eligible Shareholders to be able to sell such Consolidated Shares directly to institutional and other investors as part of the Offer.

UK Takeover Code

It is proposed that SaleCo, an entity affiliated with the Company, will buy back Tender Offer Shares from Tendering Shareholders by way of the Tender Offer. SaleCo will then, pursuant to the Offer, on-sell CDIs representing the relevant Tender Offer Shares (on a post-Consolidation basis) bought back from Tendering Shareholders. SaleCo will use the net proceeds received from the Lead Manager pursuant to the Offer to fund the corresponding consideration payable to Tendering Shareholders under the Tender Offer.

The Company considers that this structure provides all eligible Shareholders with an opportunity to tender their Shares as part of the Proposed Transaction, notwithstanding that they would not otherwise be able to sell such Shares directly to institutional and other investors as part of the Offer. Given that the Company is, in effect, undertaking a buy-back of its own shares as part of the Tender Offer by a SaleCo, the Panel has confirmed that the Tender Offer is not subject to the additional requirements set out in Appendix 5 of the City Code. 

Consolidation

The Directors consider that it is in the best interests of the Company's long-term development as a public quoted company to have a more manageable number of issued shares and to have a higher share (or CDI) price. In particular, the Directors believe that the Consolidation will assist in facilitating an Offer Price that is within a more customary range for shares of companies listing on the ASX.

It is proposed that the issued share capital of the Company is consolidated on a ratio of 15 to 1, meaning every 15 Shares will be consolidated into one Consolidated Share with any resulting Fractional Entitlements being disregarded by the Company. The proportion of the issued share capital of the Company held by each Shareholder immediately before and after the Consolidation will, save for Fractional Entitlements, remain unchanged.

Cancellation

The Board believes that the Offer in conjunction with the Listing will provide the Company with the benefits outlined above, an increased brand profile in Australia and New Zealand that arises from being a publicly listed entity on ASX, and create alignment between the ANZ First Strategy and the Company's listing location, including broadening its shareholder base in Australia and New Zealand. If the Proposed Transaction proceeds, the Company believes that the Listing on ASX can provide Shareholders with an appropriate opportunity to deal with their investment in the Company. Following the Cancellation, and subject to receiving Shareholder approval, ASX will, in due course, become the sole trading venue for the Company's Consolidated Shares which will avoid the Company incurring the additional expense of maintaining dual listings on ASX and AIM.

In order to effect the Cancellation, the Company will require the approval of Shareholders holding not less than 75 per cent of votes cast. Accordingly, Shareholders are being asked to approve the Cancellation at the Extraordinary General Meeting.

It is expected by the Board that Shareholders will be able to continue to trade their Consolidated Shares on AIM, following the Listing, with the last day of dealings to be 28 March 2022 and for Cancellation to take place on 29 March 2022. Additionally, following the Listing, Shareholders will be able to trade their Consolidated Shares on the ASX, subject to first transmuting (i.e. transferring) those Consolidated Shares into CDIs.

Approvals

The Consolidation is subject to the approval of Shareholders at the Extraordinary General Meeting and, if approved, will proceed even if the other aspects of the Proposed Transaction do not.

The Offer and Listing will also be subject to the approval of Shareholders at the Extraordinary General Meeting, as well as other matters including a determination by ASX to admit the Company to the Official List of ASX. The Tender Offer will only proceed if the Offer proceeds and the Offer Price is set at or above the Tender Floor Price.

The Cancellation is also subject to the approval of Shareholders at the Extraordinary General Meeting and is currently only proposed to proceed if the Listing is achieved.

The Circular containing, inter alia, further detail on the Tender Offer and notice of Extraordinary General Meeting is expected to be published on or following 11 November 2021.

Board changes

The Company is pleased to announce that it has appointed Donna Player and Mark Bayliss as non-executive Directors of the Company, effective immediately.

Donna is a senior retail executive with extensive experience at all levels of the Australian retail market. Donna currently serves as Merchandise Director for Camilla and was previously Group Executive of Merchandise at David Jones, General Manager of Merchandise and Planning for Big W and served as an independent advisor to The Iconic. Donna is currently a Non-executive Director for ASX listed Accent Group and Baby Bunting, holding these roles since November 2017. 

Mark has over 20 years' of experience in the eCommerce, technology and retail industries. Mark's previous roles include being Chief Executive Officer of CSG Limited, Grays eCommerce Group and Quick Service Restaurant Holdings. Mark previously served on the Boards of ASX listed CSG Limited and Dragontail Limited, with experience serving on both audit & risk and remuneration & nomination committees.  Mark also served as Chair of Burger King NZ, the Business Coalition for Tax Reform and Mothersbabies charity.

The following information in relation to Donna Player and Mark Bayliss is disclosed in accordance with Schedule 2(g) of the AIM Rules.

Full name: Donna Anne Player

Age: 60

Shares held: 0

 

Directorships held in the past five years:

Current

· Baby Bunting Group Limited

· Accent Group Limited

· Children's Tumour Foundation of Australia

· Player Holdings Pty Ltd

· 5008 Pty Ltd

· Retail Narratives Pty Ltd

Past

 

· Nil

 

 

Full name: Mark Bayliss

Age: 60

Shares held: 0

 

Directorships held in the past five years:

Current

· Nil

Past

 

· Fujifilm CSG Limited (formerly known as CSG Limited)

· C M Pty Ltd (formerly known as C. W. Martin & Co. Pty. Ltd.)

· Dragontail Systems Limited

· GEG Capital Pty Limited (formerly known as GEG No.3 Pty Ltd and Topbuy Australia Pty Limited)

· GEG International Pty Ltd (formerly known as GEG No.2 Pty Ltd; Dealsdirect Pty Limited and Auction Alliance Pty Ltd)

· GEG No.1 Pty Ltd (formerly known as Dealsdirect Group Pty Limited and The Etraders Group Pty Limited)

· GLC Fine Wines & Liquor Pty Limited (formerly known as Gavel Investments Pty Limited)

· Gray Eisdell Timms (WA) Pty Ltd (formerly known as Gray Iesdell Timms (Wa) Pty Ltd)

· Gray Eisdell Timms (Qld) Pty Ltd

· Grays (Aust) Holdings Pty Limited

· Grays (Nsw) Pty Limited (formerly known as Gray Eisdell Timms Pty. Limited and Haratu Holdings Pty. Ltd.)

· Grays (Vic) Pty Limited (formerly known as Gray Eisdell

· Grays Australia Nominees Pty Limited

· Grays Ecommerce Group Limited (formerly known as Mnemon Limited; Mnet Group Limited and Mercury Mobility Ltd)

 

Save for the above, there are no further disclosures to be made in accordance with Rule 17 and Schedule 2 paragraph (g) of the AIM Rules. 

Further, Wally Muhieddine and Dow Famulak have agreed to resign as non-executive directors of the Company, effective immediately. Mats Weiss has also agreed to resign as a director of the Company, effective immediately, however will remain in his role as Chief Financial Officer to the Group.

Important notice

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Announcement is being made on behalf of the Company by Carl Jackson.  In addition, market soundings (as defined in MAR) were taken in respect of the Offer and Tender Offer with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR.  This inside information is set out in this Announcement and the Australian Prospectus. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, the Republic of South Africa or Japan or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in any jurisdiction.  Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. 

There is no intention to register any portion of the Offer in the United States or to conduct any public offering of securities in the United States or elsewhere outside Australia. The Offer may be made to selected institutional or exempt investors in the UK pursuant to an exemption under the UK version of Regulation (EU) 2017/1129 (the "Prospectus Regulation") as amended from time to time from the requirement to produce a prospectus.  Whilst the Australian Prospectus will be prepared pursuant to the requirements of the Corporations Act in connection with the Offer and the Listing, no prospectus is required (in accordance with the Prospectus Regulation) to be published in the UK.  Persons needing advice should consult an independent financial adviser.

This Announcement is for information purposes only and is not an offer of securities. Members of the public outside Australia are not eligible to take part in the Offer unless they are an institutional or exempt investor in selected jurisdictions excluding the United States who are invited by the Company and SaleCo to participate in the Offer in accordance with applicable securities laws and selling restrictions contained in the Australian Prospectus. This Announcement must not be acted on or relied on by person in connection with the Offer.

The distribution of this Announcement may be restricted by law in certain jurisdictions.  No action has been taken by the Company that would permit an offering of securities or possession or distribution of this Announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Cautionary statements

This Announcement contains and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements include the forecasts referred to in this Announcement and sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements.

Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Rules and/or FSMA or the Corporations Act), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the CDIs. The Australian Prospectus contains key risks specific to MYSALE and its business activities and MYSALE and its business is also subject to general risks. Each of these risks could, either individually or in combination with one or more other risks, have a material adverse impact on MYSALE's business, financial position, or operating and financial performance, or on the value of the CDIs, if they eventuate. Any investment decisions to buy CDIs in the Offer must be made solely on the basis of the final Australian prospectus, including these risks, published by the Company.

Historical financial information in the Australian Prospectus is presented on both an actual and pro forma basis and has been prepared and presented in accordance with applicable Jersey Law and the International Financial Reporting Standards ("IFRS"), issued by the International Accounting Standards Board ("IASB") as adopted for use in the European Union and IFRS Interpretations Committee interpretations (together "EUIFRS").  Except for financial information identified as "underlying" in this Announcement, the financial information in this Announcement is consistent with that information.  The pro forma financial information prepared by the Company has been derived from or based on historical statutory financial information, with pro forma adjustments being made to eliminate certain non-recurring items, and adjustments to reflect the Company and capital structure following completion of the Listing, and as otherwise described in the Australian Prospectus. The basis of preparation and presentation of the forecast financial information, to the extent applicable, is consistent with the basis of preparation and presentation of the historical financial information in the Australian Prospectus. The forecast financial information, and the financial information for FY22 to date, and comparative information, is unaudited. The financial information should be read in conjunction with, and is qualified by reference to, the information contained in Section 4 of the Australian Prospectus and the key risks described in the Australian Prospectus.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

Corporations Act - advertising and publicity after the disclosure document is lodged with ASIC

The Offer referred to in this Announcement is made by the Company as issuer of the New Shares and offeror of CDIs over those New Shares, and SaleCo as offeror of CDIs over certain Consolidated Shares.  A disclosure document in the form of the Australian Prospectus prepared pursuant to the Corporations Act has been lodged by the Company and SaleCo with ASIC and can be obtained by eligible investors in the manner communicated by the Company and SaleCo. The offer of CDIs will be made in, or accompanied by, a copy of the Australian Prospectus and a person should consider the Australian Prospectus in deciding whether to acquire the CDIs, and anyone who wants to acquire the CDIs will need to complete the application form that will be in or will accompany the Australian Prospectus.

 Enquiries

MYSALE Group plc

 

Carl Jackson, Executive Chairman

Mats Weiss, Chief Financial and Operating Officer

+61 (0) 414 817 843

+61 (0) 403 810 762

 

 

Singer Capital Markets (Nominated Adviser and Joint Broker)

+44 (0) 20 7496 3000

Mark Taylor

Justin McKeegan

 

 

 

Zeus Capital (Joint Broker)

Daniel Harris/James Hornigold, Corporate Finance

Dominic King, Corporate Broking

+44 (0) 20 3829 5000

 

 

MHP Communications (Financial PR Adviser)

+44 (0) 20 3128 8570

Simon Hockridge

Pete Lambie

 

 

About MYSALE

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.
 

DEFINITIONS

£

Pound Sterling, being the lawful currency of the UK

A$

Australian Dollar, being the lawful currency of Australia

AIM

theAlternative Investment Market operated by the London Stock Exchange plc

AIM Rules

therulesforAIMcompaniesaspublishedbytheLondonStock Exchange plc fromtimetotime

ANZ First Strategy

the strategy commenced by the Company in 2019 to focus its activities and opportunities primarily in Australia and New Zealand

ASIC

the Australian Securities and Investments Commission

ASX

the Australian Securities Exchange

Australian Prospectus

a prospectus prepared in accordance with the requirements of the Corporations Act, which contains further information on the Offer and the Company, including forecasts and key risks

Board

the board of directors of the Company

Cancellation

the cancellation of the admission of the Company's Shares to trading on AIM

CDI

a CHESS Depositary Interest

CDN

CHESS Depositary Nominees Pty Ltd

CHESS

ASX's Clearing House Electronic Subregister System

Circular

a circular expected to be published on or following 11 November 2021 by the Company in connection with the Extraordinary General Meeting

City Code

the City Code on Takeovers and Mergers as published by the Panel

Company or MYSALE

MySale Group plc, a company registered in Jersey with registered number 115584

Consolidated Share

the no par value ordinary share in the issued share capital of the Company following the Consolidation

Consolidation

the proposed consolidation of the Shares on a 15:1 basis

Contribution Margin

Gross Profit less delivery costs and other variable costs

Corporations Act

the Australian Corporations Act 2001

Directors

the directors of the Company

EBITDA

earnings before interest, taxation, depreciation, amortisation and impairment charges

Enlarged Issued Share Capital

the Company's issued share capital following Consolidation and immediately after completion of the Offer

EUIFRS

the European Union and IFRS Interpretations Committee interpretations

Exchange Fees

(i) any transaction spread or dealing costs resulting from the exchange and remittance of the Tender Offer Amount from A$ to £, and (ii) any required withholdings and any financial institution fees

Extraordinary General Meeting

the Extraordinary General Meeting of the Company expected to be held on 29 November 2021 (or as soon thereafter as the Company's annual general meeting convened for that date has concluded or been adjourned)

Offer Price

the final price of each CDI to be offered as part of the Offer and as determined by the Company in consultation with SaleCo and the Lead Manager

Fractional Entitlement

a fractional entitlement to a Consolidated Share arising on the Consolidation

FSMA

the Financial Services and Markets Act 2000, as amended

FY20, FY21 and FY22

respectively, the financial years of the Company ending 30 June 2019, 30 June 2021 and 30 June 2022

FY22F

the forecast financial year ending 30 June 2022

Gross Merchandise Value or GMV

total value of transactions sold by the Company or sellers through the Company's sales channels, including the product sale price, delivery charged, refunds and returns, but excluding Australian goods and services tax

Gross Margin

Gross Profit expressed as a percentage of Revenue

Gross Profit

Revenue less cost of sales

Group

the Company and its subsidiaries

IASB

the International Accounting Standards Board

IFRS

the International Financial Reporting Standards

Indicative Price Range

the indicative range for the Offer Price of CDIs pursuant to the Offer

Latest Practical Date

3 November 2021, being the latest practicable date prior to the finalisation of this Circular

Lead Manager

E&P Corporate Advisory Pty Ltd (ABN 21 137 980 520) of Level 32, 1 O'Connell Street, Sydney NSW 2000

Listing

the listing of up to A$60 million worth of CDIs on ASX 

MAR

the UK version of EU Regulation 596/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018

Marketplace

the Company's sales channel through which sellers offer inventory at prices determined by the seller

New Shares

the new Consolidated Shares to be issued to CDN in connection with the Offer

Offer

together, the Primary Offer and Secondary Offer 

Order After Sale

a sales channel of the Company where the Company runs promotions on its websites and apps to sell its brand partners' inventory, and bulk orders are made by the Company from its brand partners following the end of the promotion and receipt of orders by customers

Own Stock

a sales channel of the Company where inventory is purchased by the Company from brand partners in advance, stored in the Company's fulfilment centre, and offered for sale through its website and apps at prices determined by MYSALE

Panel

the Panel on Takeovers and Mergers of the United Kingdom 

PPE

property, plant and equipment

Primary Offer

the offer of at least A$20 million (c.£11 million) and up to A$30 million (c.£16.5 million) be issued by the Company

Proposed Transaction

together, the Listing, the Offer, the Tender Offer and the Consolidation

Prospectus Regulation

the UK version of Regulation (EU) 2017/1129

Prospectus Rules

the rules and regulations made by the Financial Conduct Authority of the UK, under Part VI of FSMA

Revenue

revenue earned by the Company from the sale of goods to customers through the Company's sales channels and includes delivery charges (being the delivery fee charged to customers for their order), less refunds and returns, and excludes Australian goods and services tax

SaleCo

MYSALE SaleCo Limited (ACN 654 916 337), an Australian public limited liability company for the purposes of Chapter 6D of the Corporations Act 2001 (Commonwealth), Australia

Secondary Offer

the sale of CDIs, in number, up to A$30 million (c.£16.5 million) sold by SaleCo

Share

a no par value ordinary share in the issued share capital of the Company prior to the Consolidation

Shareholder

a holder of Shares

Tender Floor Price

the bottom of the Indicative Price Range

Tender Offer

an offer by SaleCo to existing Shareholders to tender a value of some or all of their Shares at the final offer price

Tender Offer Amount

the amount denominated in A$ which SaleCo will apply to acquire Tender Offer Shares pursuant to the Tender Offer (such amount being up to A$30 million)

Tender Offer Record Date

6.00 p.m. on 25 November 2021

Tender Offer Shares

the Consolidated Shares acquired by SaleCo from the Tendering Shareholders as part of the Tender Offer

Tender Price

the price paid by SaleCo for each Consolidated Share and being equal to the Offer Price

Tendering Shareholder

a Shareholder who has tendered Consolidated Shares to SaleCo pursuant to the Tender Offer

US Securities Act

the US Securities Act of 1933, as amended

Working Capital

the sum of trade and other receivables and inventory, less trade and other payables

Working Capital Days

the number of days on average it takes MYSALE to convert its Working Capital to Revenue

 

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