Frasers Group plc
23 August
2024
FRASERS GROUP
PLC
(the
"Company")
Notice of AGM
The Company announces that the
following documents are being made available electronically to
shareholders and have been published on the Company's website
at https://frasers.group/financials/agm
·
Notice of Annual General Meeting ("AGM") of the Company
·
Annual Report and Accounts 2024
o The
audited FY24 Annual Report and Accounts have been finalised showing
statutory profit before tax of £507.0m (FY23 £638.0m (as restated)),
and adjusted profit before tax of £544.8m (FY23 £481.8m (as
restated)).
·
2024 AGM Form of Proxy
Copies will be posted to
shareholders who have requested a hard copy.
The Company's AGM will be held on
Wednesday 18 September 2024 at 9am at the Auditorium, Unit D, Brook
Park East, Shirebrook, NG20 8RY.
Copies of these documents have been
uploaded to the National Storage Mechanism and will be available
for viewing shortly at National
Storage Mechanism.
Business of the AGM
In addition to the routine AGM
business, a resolution seeking authority from shareholders for the
Company to make off-market purchases of its shares
from MASH Holdings Limited and MASH Beta Ltd (the "MASH Companies"), or their nominee(s),
pursuant to the Directed Buyback Contract (as defined in the Notice
of AGM) will be proposed at the AGM. The MASH Companies are
ultimately owned by the Company's controlling shareholder, Mike
Ashley.
Authority to enter into the Directed
Buyback Contract would, if approved, give the Company the
flexibility, with the agreement of the MASH
Companies, to conduct off-market purchases
to reduce the holding of the MASH Companies in the Company.
The Directors will only exercise the power to
conduct off-market purchases if they conclude at the relevant time
it is in the best interests of the Company and its shareholders as
a whole.
Under the proposed terms of the
Directed Buyback Contract, the Company may agree with the MASH
Companies to make off-market purchases of their shares at such
times and on such number of occasions as the Directors may
determine: (i) by way of one or more standalone purchases; (ii) in
conjunction with any offer or sale by any of the MASH Companies (or
their nominee(s)) by way of or including an institutional placing;
or (iii) through a broker-managed directed trading programme,
subject in each case to certain agreed parameters.
Any such off-market purchases shall
be made at the relevant market price on the date the shares are
agreed to be purchased, or, if made in conjunction with any
institutional placing by any of the MASH Companies (or their
nominee(s)), at the placing or offering price as determined through
the offering process, and otherwise on the terms and conditions of
the Directed Buyback Contract, which are summarised
in the Notice of AGM.
The maximum number of shares that
may be purchased by the Company pursuant to the Directed Buyback
Contract is 67,502,373 shares, representing approximately 14.99% of
the Company's issued ordinary share capital (excluding treasury
shares) as at 15 August 2024, the latest practicable date prior to
the publication of the Notice of AGM.
Entering into the Directed Buyback
Contract with the MASH Companies constitutes a related party
transaction, falling within UK Listing Rule 8.2.1R. Any off-market
purchases of shares made under the Directed Buyback Contract are
expected to be also treated as related party transactions under UK
Listing Rule 8.1.7R. If the Company wishes to make off-market
purchases from the MASH Companies under the Directed Buyback
Contract where one or more of the class tests results in a
percentage ratio of 5% or more (including when aggregated with any
other relevant transactions in a 12-month period), certain other
requirements will apply, including the need for written
confirmation from the Company's sponsor that the terms of the
proposed transactions are fair and reasonable as far as the
Company's shareholders are concerned. Accordingly, the board of the
Company, which has been so advised by Jefferies International
Limited (acting in its capacity as the Company's sponsor),
considers that the terms of the Directed Buyback Contract are fair
and reasonable as far as the Company's shareholders are
concerned.
Further details of the
Directed Buyback Contract are set out in the Notice of AGM.
For further information, please
contact:
Important
Notices
Jefferies International Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for the Company and no one else in connection
with the Directed Buyback Contract and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Jefferies International Limited, or for
providing advice in connection with the Directed Buyback Contract
or any other the matters referred to in this
announcement.