BOO Boohoo Group Plc

13 November 2024

boohoo group plc

("boohoo", the "Group" or the "Company")

Posting of Circular and Notice of General Meeting

BOARD RECOMMENDATION TO VOTE AGAINST ALL RESOLUTIONS

Boohoo Group plc (AIM:BOO) a leading online fashion group, announces that it has today posted a Circular setting out details of boohoo's response to the letters and accompanying notices dated 23 October 2024 from HSBC Client Holdings Nominee (UK) Ltd. on behalf of Frasers Group plc ("Frasers") and why the Board believes Shareholders should VOTE AGAINST ALL the proposed Resolutions.

The Circular contains a Notice of General Meeting to be held at the offices of Addelshaw Goddard LLP, One St Peter's Square, Manchester M2 3DE on 20 December 2024 at 10a.m..

Why you should reject Frasers' Demands and VOTE AGAINST the proposed Resolutions

1.   The Board has a credible plan to unlock and maximise value for the benefit of all Shareholders through its Business Review and in Dan Finley has the right CEO to lead the business

·    The Board is in the early stages of the Business Review, which it announced on 18 October 2024, and will only act once the review has provided evidence it is in the best interests of all Shareholders to do so.

·   The Board considers that Frasers and Mike Ashley, the 73% shareholder and controller of Frasers, have attempted to exert influence over the Board's refinancing, Business Review and appointments to the Board for the good of themselves alone, and are acting in their own self-interest.

·    Following the completion of the refinancing, the Group has a credible plan to unlock and maximise value for the benefit of all Shareholders, and is committed to delivering on that.

·    In Dan Finley, the Group has a strong and dynamic CEO who is one of the outstanding leaders in a new generation of digital retailers. The Board was unanimous in Dan's appointment and he has long been identified as the successor to CEO following his work for the Group as CEO of Debenhams.

2.   Frasers appears intent on disrupting boohoo's Business Review and acting only in its own commercial self-interest. Frasers has prior history of this sort of corporate behaviour

·   The Board is concerned that Frasers is using its significant shareholdings in UK retailers, including boohoo, to further its own self-interest at the expense of other shareholders.

·    Shareholders should ask themselves what Frasers' true intentions are, and why is it apparently seeking to disrupt the Business Review. Is it purely to maximise value, or is there an ulterior motive to acquire boohoo's assets for below market value?

·    This is not the first time Frasers has acted in this way without having set out details of an alternative credible plan. Frasers did similar in relation to Studio Retail Group where it used its shareholding of just under 30 per cent. to exert significant pressure on the existing management team. This included attempts by Mike Ashley to be appointed as Chairman of the board and a separate shareholder requisition with the objective of installing Benjamin Gardener to the board. The business was then put into administration. Frasers ultimately succeeded in acquiring the business out of administration for £1 and settled the businesses' remaining secured liabilities for approximately 50 per cent. of their face value. Studio Retail's other shareholders are likely to lose the entire value of their investments..

3.   Shareholders are being offered no protections in relation to the obvious risks presented by Frasers' Demands

·    The Board believes it is fundamental to the successful outcome of the Business Review, as well as the operation of the Group as a whole, that it maintains high standards of corporate governance throughout the business.

·   The Board has stated as a matter of public record that it is open to Frasers' having board representation in the form of a single non-executive director appointment and has repeatedly requested that Frasers provide appropriate safeguards to manage the obvious conflicts of interest that exist and will arise. They have ignored the Group's repeated requests on this matter.

·  Mahmud Kamani is willing to give the same commitments requested by the Board of Frasers, demonstrating his alignment with the interests of Shareholders and maximising value for all Shareholders.

4.   Mike Ashley is conflicted and not a suitable appointment to the Board

·     Mike Ashley is the controller of Frasers, with a 73% shareholding, and is listed by Frasers as having a significant influence over its day-to-day decision making.

·     The Board considers Frasers to be a competitor of all of boohoo's core brands across its own brands and investments.

·     Frasers and Mike Ashley have history of exerting pressure on competitors and Shareholders should be concerned about the possibility of Mike Ashley joining our board.

5.   Mike Lennon is a practicing insolvency expert with a history of working closely with Frasers; Shareholders should ask themselves why Frasers would want him in situ at boohoo

·   Mike Lennon is a restructuring and insolvency practitioner who lists due diligence, transaction negotiation and post-transaction stabilisation amongst his professional skills.

·     Mike Lennon has acted on several administration processes for Frasers, including recent acquisitions from JD Sports that Frasers has put into administration such as Prevu, Kids Cavern, Base Childrenswear and Field & Trek.

·  The Board therefore considers it to be fairly obvious why Frasers, a serial purchaser of retail businesses, would like to appoint Mike Lennon.  It is equally obvious to the Board why Mike Lennon is not therefore a suitable candidate for appointment as a director of boohoo as Frasers has demanded.

6.   The Board is not deliberately seeking confrontation with Frasers, but will at all times act in the best interests of the Company and all Shareholders

·     The Board has not "stonewalled" Frasers, despite their accusations to the contrary.

·    Our Board has instead maintained that it needs to act in the interests of all Shareholders, not merely Frasers.

·    By rejecting Frasers' Demands, Shareholders will give the Board a mandate to insist on the commitments the Company requires from Frasers.

The proposals are not in the best interest of all Shareholders; the Board recommends VOTING AGAINST ALL Resolutions at the General Meeting

Dan Finley, Chief Executive Officer of boohoo Group plc, said:

"I reiterate the commitment I made on my appointment to working to unlock significant value for all shareholders. We are taking decisive steps to deliver on this promise and will continue to do so during the coming months as I begin replicating the success I achieved at Debenhams. We have outlined in the circular posted today why the proposals from Frasers are not in the best interests of all shareholders, and we look forward to receiving shareholder support and maximising value for all shareholders as we move forward."

A copy of the Circular is published on the Company's website at https://www.boohooplc.com/.

This summary should be read in conjunction with the full text of the Circular. Capitalised terms used but not defined in this announcement will have the same meaning given to them in the Circular.

Expected Timetable of Principal Events

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About boohoo group plc

"Leading the fashion eCommerce market"

Founded in Manchester in 2006, boohoo group is a fashion forward, inclusive and innovative business. The Group's brands are complementary, vibrant and scalable, delivering inspirational, on-trend fashion to our customers 24/7. The diversity of our brands, including the group's 5 core brands, boohoo, boohooMAN, PrettyLittleThing, Karen Millen and Debenhams, enable us to serve a broad customer base, globally, with a primary focus on the UK and US markets. Since its acquisition in 2021, Debenhams has been transformed from a retailer into a digital marketplace with a capital-light, low-risk operating model and a focus on fashion, beauty as well as home. Boohoo group is concentrated on driving sustainable, profitable growth with technology and automation increasing efficiency across the business.