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MySale Group PLC (MYSL)

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Thursday 11 November, 2021

MySale Group PLC

Publication and despatch of Circular

RNS Number : 1249S
MySale Group PLC
11 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.

11 November 2021

 

 

MYSALE Group plc

 

(the "Company" or "MYSALE")

 

Publication and despatch of Circular

Total Voting Rights

 

MYSALE Group plc ("MYSALE" or the "Company"), an Australian headquartered online off-price retail platform, today announces that, further to the announcement on 4 November 2021, it is proceeding with an offer of up to A$60 million and a listing on the Australian Securities Exchange, together with a Tender Offer to existing Eligible Shareholders to tender some or all of their Consolidated Shares, and a proposed Consolidation of its issued share capital into a lesser number of shares (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 Company has today published a circular relating to the Proposed Transaction and the Cancellation (the "Circular") on its website at https://www.mysalegroup.com/egm_circular_2021 and will shortly despatch a copy of the Circular to Shareholders.

The Circular contains a notice convening a general meeting of the Company (the "Extraordinary General Meeting") to be held at the Company's head offices, 122-126 Old Pittwater Rd, Brookvale, NSW 2100 Australia on Monday 29 November 2021 at 10.30 a.m. (GMT) (9.30 p.m. AEDT) (or as soon thereafter as the Company's annual general meeting convened for that date has concluded or been adjourned) at which resolutions will be proposed to approve certain matters in connection with the Proposed Transaction and the Cancellation. The Circular also contains further information for Eligible Shareholders in relation to their potential participation in the proposed Tender Offer.

Tender Offer

Principal terms of the Tender Offer

Eligible Shareholders will be invited to tender some, or all, of their Consolidated Shares based on their holding of Existing Shares at the Tender Offer Record Date of 6.00 p.m. on 25 November 2021, to SaleCo on terms set out in Part 3 of the Circular as well as the corresponding Tender Form. 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.

SaleCo is conducting the Tender Offer to provide Eligible Shareholders with the potential to realise some or all of their investment in the Company contemporaneously with the Listing. SaleCo will offer CDIs over Consolidated Shares acquired by it under the Tender Offer to institutional and other investors under the Secondary Offer as part of the Offer, with funds received by SaleCo from these investors to be applied by SaleCo to pay for the Consolidated Shares acquired from Eligible Shareholders under the Tender Offer as described in the Circular.

The Tender Offer is conditional upon satisfaction of the Tender Conditions specified in paragraph 2.1 of Part 3 of the Circular by the Long Stop Date, being in summary, the passing of Resolutions 1 to 3, the receipt by the Company of ASX's decision to admit the Company to the ASX Official List (subject only to customary conditions acceptable to the Company), the Offer Management Agreement not being terminated, the Tender Price being determined at or above the Tender Floor Price, and the Company determining to proceed with the Offer (including the Secondary Offer). The Tender Offer will lapse if it has not become un-conditional by the Long Stop Date.

The Tender Price will equal the Offer Price and will be determined by the Company in consultation with SaleCo and the Lead Manager. If the Offer Price is below the bottom of the Indicative Price Range, being A$1.75 (c.£0.95) (i.e. below the Tender Floor Price), equivalent to 6.33 pence on a pre-Consolidation basis, the Tender Offer (including the sale of CDIs over Tender Offer Shares through the Secondary 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 £ at the Exchange Rate and less any Exchange Fees) to Tendering Shareholders.

The manner in which the Offer Price (and therefore the Tender Price) will be set is described in section 4 of Part 1 of the Circular. As noted in that section, the Offer Price (which will be equal to the Tender Price) will not necessarily be the highest price at which CDIs could be sold. SaleCo is acting as principal in the Tender Offer and SaleCo and the Company are not agents or fiduciaries of Tendering Shareholders and the Company may set the Offer Price at its complete discretion in consultation with SaleCo and the Lead Manager.

The value of the remittance to successful Tendering Shareholders will be dependent in part upon the Exchange Rate, such that any exchange rate risk will be borne by the successful Tendering Shareholders. For the avoidance of doubt, this means that the Exchange Rate may be less favourable to Tendering Shareholders than the indicative rate of exchange as included in the Announcement or the Circular as at the Latest Practicable Date and the value of the remittance received by successful Tendering Shareholders for each Tender Offer Share may be less than the corresponding Pounds Sterling approximation of the Tender Floor Price.

The Company considers that the Tender Offer 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.

Individual Basic Entitlement and scale-back

An Eligible Shareholder will be entitled to tender up to the number of Consolidated Shares as represents their pro rata proportion of the number of Total Tender Offer Shares, being their Individual Basic Entitlement and which is formulated as a percentage of their holding of Existing Shares as at the Tender Offer Record Date.

An Eligible Shareholder may apply to tender more than their Individual Basic Entitlement and up to 100 per cent. of their holding of Consolidated Shares to the extent such Consolidated Shares represent Existing Shares held at the Tender Offer Record Date, but tenders in excess of Individual Basic Entitlements may be scaled back as described in the Circular.

The Tender Offer Amount will be 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 (c.£16,324,500)) and which will be equal to the Secondary Offer Amount.

The Company will notify Shareholders of the final details of the Tender Offer (including the Tender Price and the Tender Offer Amount) by way of a Regulatory Information Service. The Company expects to release such announcement on 29 November 2021, following completion of the Bookbuild in respect of the Offer and prior to the Extraordinary General Meeting. Further details are set out at paragraph 4.1 of Part 3 of the Circular.

The ultimate commitments of the Tendering Shareholders will be scaled back to the extent necessary, with tendered Consolidated Shares above each Tendering Shareholder's Individual Basic Entitlement being scaled back pro rata in accordance with the Tender Conditions at paragraph 3.19 of Part 3 of the Circular.

For further information on how Shareholders can take part in the Tender Offer please see section "Action to be taken in respect of the Tender Offer" of Part 1 of the Circular.

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 price for each Consolidated Share (or CDI, as applicable).

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 ASX. Accordingly, Shareholders are being asked to approve the Consolidation at the Extraordinary General Meeting.  

It is proposed that the issued share capital of the Company is consolidated on a ratio of 15 to 1, meaning every fifteen Existing Shares will be consolidated into one Consolidated Share. Each Shareholder's holding of Existing Shares, as well as where a Shareholder holds Existing Shares in both certificated and uncertificated form, will be consolidated separately.

Unless a Shareholder's holding of Existing Shares is exactly divisible by 15, the Shareholder will be left with a Fractional Entitlement to the Consolidated Shares. It is a term of the Consolidation that no Shareholder will be entitled to a fraction of a Consolidated Share and therefore, any Fractional Entitlement will be 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. However, as Fractional Entitlements will be disregarded by the Company, those Shareholders with Fractional Entitlements resulting from the Consolidation will not have a proportionate shareholding of Consolidated Shares exactly equal to their current proportionate holding of Existing Shares following the Consolidation.

It is proposed that the Consolidated Shares will have exactly the same rights as those currently accruing to the Existing Shares under the Articles, including those relating to voting and entitlement to dividends.

The Company expects the allocation of Consolidated Shares by nominees and registered holders to underlying beneficial holders to be undertaken in accordance with the policies of the nominee or registered holder. Such beneficial holdings are approximate and may vary as a result of rounding and allocation policies applied in connection with Consolidation.

Cancellation

The Board believes that the Offer in conjunction with the Listing will provide the Company with various benefits, including 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 has the potential to 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 Consolidated Shares (by way of CDIs) which will avoid the Company incurring the additional expense of maintaining dual listings on both ASX and AIM.

The Listing is conditional upon the passing of Resolutions 1 to 3 by Shareholders (amongst other matters including the Offer Management Agreement not being terminated prior to 4.00pm on the date of settlement of the Offer). The Company will only undertake the Cancellation if the Listing occurs. As a consequence, the Cancellation is conditional upon the passing of Resolutions 1 to 4 by Shareholders.

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 Extraordinary General Meeting.

Pursuant to the AIM Rules, the Cancellation cannot take place until at least five clear business days have passed following the approval of Resolution 4. The Company expects that Shareholders will be able to continue to trade their Consolidated Shares on AIM, following the Listing, with the last day of dealings being 28 March 2022 and for the Cancellation to take place on 29 March 2022, subject to the conditions mentioned above. This timetable will allow Shareholders to continue to hold and seek to trade Consolidated Shares on AIM while the Company is still admitted on AIM.

Following the Listing, Shareholders who continue to hold Consolidated Shares (rather than CDIs) will be able to transmute (i.e. transfer) their Consolidated Shares into CDIs and trade those CDIs on ASX. Please contact the UK Registrar following the Listing for further information on how Shareholders can convert their Consolidated Shares into CDIs for trading on ASX.

The Company refers Shareholders to the Circular, which contains further detail of the impact of the proposed changes to the Articles, changes to substantial holder notification requirements and proposed amendments to incorporate the Australian takeover provisions effective from the Cancellation as well as a summary of key difference between the current AIM Rules and the ASX Listing Rules and changes in the adopted corporate governance code from Listing.

Defined terms used in this Announcement have the meanings given to them in the Circular unless the context provides otherwise.

The approximate £ amounts illustrated against the A$ amounts in this Announcement are based on the exchange rate of A$1.00 / £0.54415 as at the Latest Practicable Date. This exchange rate may vary between the Latest Practical Date and the time of remittance of the Tender Offer Amount meaning that exchange rate risks will be borne by Tendering Shareholders. For the avoidance of doubt, this means that the Tender Floor Price may be less than the £ amount approximated in this Announcement.



 

Expected Timetable of Principal Events

Publication and posting of the Circular

11 November 2021

Tender Offer opens

12 November 2021

Latest time and date for receipt of Tender Forms and share certificates or other documents of title for Tender Offer Shares

1.00 p.m. on 25 November 2021

Latest time and date for settlement of TTE Instructions for tendered uncertificated Tender Offer Shares

1.00 p.m. on 25 November 2021

Tender Offer Record Date

6.00 p.m. on 25 November 2021

Bookbuild to determine the final Offer Price

26 November 2021, Sydney

Latest time and date for receipt of Forms of Proxy

10.30 a.m. on 27 November 2021

Announcement of the results of the Offer and the Tender Offer (including the Offer Price, the Tender Price, Tender Offer Amount and the Total Tender Offer Shares)

7.00 a.m. on 29 November 2021

Extraordinary General Meeting

10.30 a.m. on 29 November 2021

Announcement of the results of the Extraordinary General Meeting

29 November 2021

Consolidation Record Date

6.00 p.m. on 29 November 2021

Completion of the Consolidation

by 8.00 a.m. on 30 November 2021

Completion of purchase of Tender Offer Shares under the Tender Offer by SaleCo and completion of the Offer and Listing

2 December 2021, Sydney

Admission of the New Shares to trading on AIM

8.00 a.m. on 3 December 2021

Expected first day of trading in CDIs on ASX

6 December 2021

CREST accounts credited with uncertificated Consolidated Shares unsuccessfully tendered

by 8 December 2021

Despatch of balance share certificates for unsold certificated Consolidated Shares and return of share certificates for unsuccessful tenders of certificated Consolidated Shares

by 8 December 2021

CREST accounts credited in respect of Tender Offer proceeds for uncertificated Tender Offer Shares

8 December 2021

Cheques despatched in respect of Tender Offer proceeds for certificated Tender Offer Shares

8 December 2021

Last day of trading in Consolidated Shares on AIM

28 March 2022

Notes:

1.  Unless otherwise indicated, all references are to London (GMT) time.

2.  The Extraordinary General Meeting will commence at the stated time or as soon thereafter as the Company's annual general meeting convened for that date has concluded or been adjourned.

3.  The times and dates above are indicative only and if any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on a Regulatory Information Service.

4.  All events relating to the Proposed Transaction and Cancellation in the above timetable following the Extraordinary General Meeting are conditional upon approval by Shareholders of the Resolutions to be proposed at the Extraordinary General Meeting, amongst other matters.

Total Voting Rights

Shares issued to former employees under the Company's management incentive scheme have been returned, with 396,035 existing Shares transferred to treasury. Further, the 7,542,614 Shares previously classified as being held in treasury are no longer treated as being held in treasury.

As such, there are 396,035 Shares held in treasury (which do not hold voting rights) and the total number of voting rights in the Company is 949,274,076. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

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.

Important notice

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. 

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 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.

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.

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.

 

 

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