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
4 October
2024
Frasers Group Plc
("Frasers Group" or the
"Company")
PARTICIPATION BY FRASERS IN
SUBSCRIPTION SHARES OF MULBERRY GROUP PLC AND DISPENSATION FROM
RULE 9
Further to the announcement by
Mulberry Group Plc ("Mulberry") on 3 October 2024 (the
"Update Announcement")
regarding an update on the subscription for
10,000,000 new ordinary shares of five pence each (the
"Subscription Shares") in
the capital of Mulberry (the "Subscription") originally announced by
Mulberry on 27 September 2024 (the "Capital Raising Announcement"), Frasers
Group confirms it has successfully applied to Mulberry to subscribe
for 3,961,100 Subscription Shares in Mulberry at 100 pence per
share in accordance with the clawback
provisions of the Subscription.
Frasers Group's participation in the
Subscription will result in Frasers Group
holding interests in 26,110,537 Mulberry ordinary shares
representing between 36.9 per. cent. and
37.3 per. cent. of the existing issued
share capital, and voting rights, of Mulberry ("Frasers Shareholding"). The range of
Frasers Shareholding is based on the outcomes of Mulberry's Retail Offer (as defined in the Capital
Raising Announcement), which remains open and, pursuant to which,
up to a further 750,000 shares may be issued to existing
shareholders in Mulberry.
Given Challice Ltd currently holds
approximately 56 per. cent. of Mulberry's issued share capital,
Frasers Group has been granted a dispensation by the Panel on
Takeovers and Mergers (the "Takeover Panel") under Note 5(b) on the
Notes on Dispensations from Rule 9 of the Takeover Code (the
"Code"). As a
consequence, Frasers Group's participation in the Subscription does
not give rise to an obligation for Frasers Group to make a
mandatory cash offer to other Mulberry shareholders under Rule 9 of
the Code.
Mulberry is still in an offer period
(as defined in the Code) and therefore Frasers Group confirms, in
accordance with Rule 2.4(c) of the Code, that it will be required
pursuant to Rule 2.6(a) of the Code by not later than 5:00 p.m. on
28 October 2024 (being 28 days following the announcement of its
possible offer for Mulberry released on 30 September 2024), to
either announce a firm intention to make an offer to Mulberry
shareholders in accordance with Rule 2.7 of the Code or announce
that it does not intend to make an offer, in which case the
announcement will be treated as a statement to which Rule 2.8 of
the Code applies. This deadline can be extended with the consent of
the Takeover Panel in accordance with Rule 2.6(c) of the
Code.
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be made available at
www.frasers.group no later than
12:00 p.m. (London time) on 4 October 2024. The content of that
website is not incorporated into and does not form part of this
announcement.
Further announcements will be made
as appropriate.
The person responsible for arranging
the release of this announcement on behalf of the Company is Robert
Palmer, Company Secretary of the Company.
Ends.
