TIDMMYSL
RNS Number : 6143B
MySale Group PLC
03 October 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 THAT JURISDICTION.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 (MAR) as it forms part
of UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ("MAR").
FOR IMMEDIATE RELEASE
3 October 2022
MYSALE Group plc
(the "Company", "MYSALE" or the "Group")
Further Conversion of Convertible Loan Notes and Rule 2.9
Announcement
MySale (AIM: MYSL), a leading international online retailer,
announces that the Company has received conversion notices to
convert all remaining A$1.2m of convertible loan notes(1)
("Convertible Loan Notes"), convertible into ordinary shares of no
par value in the Company ("MySale Shares") . This includes
A$950,000 of Convertible Loan Notes held by Kalman Polak, the Chief
Executive Officer of the Group.
The face value of these Convertible Loan Notes and paid-in-kind
interest to-date equates to the issue, in aggregate, of 47,317,913
new MySale Shares, of which 37,460,015 are to be issued to Kalman
Polak.
Further to the 13,100,888 MySale Shares reflecting loan shares
issued under the MySale Loan Share Plan and following admission of
his new MySale Shares, Kalman Polak will be interested in 4.86% of
the total voting rights in the Company.
Effect of new MySale Shares on acceptance levels by Frasers
Further to the announcement made by Frasers Group plc
("Frasers") earlier today, relating to its cash offer for the
entire issued and to be issued ordinary share capital of MySale, it
was noted that Frasers:
-- owns 447,373,783 MySale Shares in the Company, representing
approximately 45.05% of voting rights based upon the issued share
capital of MySale, as disclosed on 29 September 2022; and
-- owns, will own upon settlement of certain MySale Share
purchases and has received valid acceptances (together, "Total
Interest"), for a total of 496,612,980 MySale Shares, representing
approximately 50.01% of voting rights based upon the issued share
capital of MySale, as disclosed on 29 September 2022.
The effect of the issue of the new MySale Shares from the
conversion of these Convertible Loan Notes will be that Frasers
would own 43.01% of voting rights and have a Total Interest in
47.74% of voting rights.
Total Voting Rights
The new MySale Shares will be allotted and issued fully paid and
will, on issue, rank pari passu with the existing MySale Shares.
Application will be made for admission of the new MySale Shares to
trading on AIM, with an anticipated admission date of Friday 7
October 2022. Following admission of the new MySale Shares, the
Company's total issued share capital (including treasury shares)
will be 1,040,666,533 MySale Shares.
There are 396,035 MySale Shares held in treasury therefore, the
total number of voting rights in the Company is 1,040,270,498. 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 Guidance and Transparency
Rules.
Rule 2.9
For the purpose of Rule 2.9 of the UK Takeover Code, the Company
now has 1,040,270,498 MySale Shares in issue and held outside of
treasury with International Securities Identification Number
JE00BMH4MR96. There are 396,035 MySale Shares held in treasury.
All Convertible Loan Notes have now been converted by
Convertible Loan Note holders.
Note: (1) The Convertible Loan Notes have a maturity date of 30
April 2025 and are convertible into MySale Shares of the Company at
a conversion price of 1.5 pence (or A$0.02625, with exchange rate
fixed at GBP:AUD rate of 1.75), per MySale Share. The Convertible
Loan Notes pay interest at a rate of 7% per annum, paid-in-kind in
MySale Shares in the Group.
Enquiries :
MySale Group plc
Kalman Polak, Chief Executive Officer +61 (0) 403 810 762
Singer Capital Markets (Nominated Adviser and Broker) +44 (0) 20 7496 3000
Mark Taylor
Justin McKeegan
MHP Communications (Financial PR Adviser) +44 (0) 20 3128 8570
Simon Hockridge M ysale@mhpc.com
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.
Notice related to financial advisers
Singer Capital Markets ("Singer"), which is authorised and
regulated by the UK Financial Conduct Authority, is acting
exclusively for MYSALE and for no one else and will not be
responsible to anyone other than MYSALE for providing the
protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement. Singer,
nor any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Singer in connection with this announcement, any
statement contained herein or otherwise.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the 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 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, 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at
https://www.mysalegroup.com/investor.html#/offer by not later than
12:00 noon (London time) on the business day immediately following
the date of this announcement. The content of the website referred
to in this announcement is not incorporated into and does not form
part of this announcement.
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Kalman Polak
----------------------------------------- -------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------------
a) Position/status Chief Executive Officer
----------------------------------------- -------------------------------------
b) Initial notification/Amendment Initial notification
----------------------------------------- -------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------------
a) Name MySale Group plc
----------------------------------------- -------------------------------------
b) LEI 213800BXZGPMK9JIXO84
----------------------------------------- -------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------------
a) Description of the financial instrument, MySale Shares of no par
type of instrument value each
Identification code
JE00BMH4MR96
----------------------------------------- -------------------------------------
b) Nature of the transaction Conversion of convertible
loan notes
----------------------------------------- -------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1.5 pence 37,460,015
per MySale Share MySale Shares
---------------
----------------------------------------- -------------------------------------
d) Aggregated information N/A
- Aggregated volume
- Price
----------------------------------------- -------------------------------------
e) Date of the transaction 3 October 2022
----------------------------------------- -------------------------------------
f) Place of the transaction Outside of exchange
----------------------------------------- -------------------------------------
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END
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(END) Dow Jones Newswires
October 03, 2022 11:34 ET (15:34 GMT)
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