TIDMMYSL
RNS Number : 6875C
MySale Group PLC
12 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
12 October 2022
MYSALE Group plc
(the "Company", "MySale" or the "Group")
Change of Board Recommendation regarding the Offer from Frasers
Group plc
The Board of MySale (AIM: MYSL) announces its updated Board
recommendation relating to the cash offer by Frasers Group plc
("Frasers") for the entire issued and to be issued ordinary share
capital of MySale, at 2 pence in cash per MySale Share not already
held by it (the "Offer").
Update on interest in MySale Share by Frasers
The Board notes the announcement on 10 October 2022, where
Frasers disclosed that following the settlement of further share
purchases it expected to own 504,113,926 MySale Shares or 48.48% of
the voting rights based upon the issued share capital of
MySale.
When also considering valid acceptances, the Board notes Frasers
expected to own and have received valid acceptances for 505,289,614
MySale Shares or 48.59% of the voting rights based upon the issued
share capital of MySale.
Board Considerations
The Board continues to unanimously believe that the Offer
undervalues the Company and its future prospects, however as a
result of Frasers's interest in MySale Shares, the Board is now
recommending that MySale Shareholders accept the Offer.
As noted above, irrespective of whether the Offer is declared
unconditional or lapses, Frasers is expected to own an aggregate of
at least 504,113,926 MySale shares or 48.48% of the voting rights
in the Company.
At this level of ownership, the Board believes that Frasers will
be able to exercise significant control over the Company such as
being able to pass and/or block resolutions (as applicable) at any
general meeting of MySale, including, amongst others, the
appointment or removal of Directors and disapplication of
pre-emption rights with respect to MySale Shares. As such, the
Board believes that Frasers's shareholding of 48.48% of the voting
rights in the Company represents effective control, the impact of
which could be to change the strategy and capital structure of the
Company on a standalone basis .
Further, when considering the shareholdings of Frasers and other
substantial shareholders, the Board believes the significantly
reduced free float in the MySale Shares following the Offer will
further reduce the liquidity in trading of MySale Shares. As a
result, the Board believes that it could be very difficult for a
MySale Shareholder who does not accept the Offer to sell and
monetise their shareholding in MySale in a reasonable timeframe
without having a material impact on the price of MySale Shares.
Therefore, in considering the current and future liquidity
requirements of shareholders, the Board now believes the Offer
represents the best opportunity for MySale Shareholders to realise
value for their MySale Shares in the foreseeable future, if they
wish to do so.
Further, the Board expects that it is highly likely that the
acceptance condition will be satisfied and that the Offer will be
declared unconditional.
Intentions of Frasers
In considering the outlook for employees of the Company, the
Board acknowledges that Frasers has set out its plans for the
company over the coming 12 months in its intentions statement in
paragraph 8 of part 1 of their Offer document.
Updated Recommendation
Whilst the Board's view still remains that the Offer undervalues
the Company and its future prospects, the Board of MySale, which
has been so advised by Singer Capital Markets, now unanimously
recommends that MySale Shareholders accept the Offer, as those
MySale Directors who hold MySale Shares intend to do in respect of
their own beneficial holdings of MySale Shares, save as set out
below.
Notwithstanding the paragraph above: (i) Charles Butler does not
intend to accept the Offer in respect of the 5,625,000 MySale
Shares held jointly with The MySale Employee Benefit Trust and
issued under the MySale JOE award (given that he would not be
entitled to the proceeds of any sale), and (ii) Kalman Polak does
not intend to accept the Offer in respect of the 13,100,188 MySale
Shares issued under the MySale Share Loan Plan (except to the
extent that such MySale Shares vest upon a change of control of the
Company).
Singer Capital Markets is providing independent financial advice
to the Board of Mysale for the purposes of Rule 3 of the Code and,
in doing so, has taken into account the commercial assessments of
the MySale Directors.
Terms defined in the Company's response to the Cash Offer by
Frasers, dated 16 September 2022, have the same meaning when used
in this announcement.
Enquiries :
MySale Group plc
Kalman Polak, Chief Executive Officer +61 (0) 403 810 762
Singer Capital Markets (Rule 3 Financial Adviser, Nominated Adviser and Broker) +44 (0) 20 7496 3000
Mark Taylor
Justin McKeegan
Oliver Platts
MHP Communications (Financial PR Adviser) +44 (0) 20 3128 8570
Simon Hockridge MySale @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.
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END
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October 12, 2022 09:46 ET (13:46 GMT)
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