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Ogier's Jersey Corporate team advises on Frasers Group's takeover of MySale
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24 February 2023

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Ogier's Corporate team in Jersey acted as legal counsel to MySale Group plc as the subject of a complex takeover bid by Frasers Group plc.

MySale Group (MySale) is an online, off-price retail platform offering a large curated selection of branded fashion, beauty and homeware products through three core websites in Australia, New Zealand and Singapore.

Frasers Group (Frasers) is a well-known and long-established retailer operating both physical and e-commerce operations with a market cap of £4.1 billion, listed on the premium segment of the Official List of the London Stock Exchange (LSE).

Frasers acquired an initial stake in MySale of c. 28.7% in June 2022 and made the cash offer in a bid to acquire the remaining shares in the company. The offer values the shares of MySale not already held by Frasers at c. £13.6m. Following launch of its offer it has subsequently acquired more than 95% of the shares in MySale and is therefore likely to exercise its statutory "squeeze-out" right to mandatorily acquire the remaining shares in the company.

In addition to advising on several other elements of the deal, as lead Jersey counsel to MySale Ogier provided Jersey law advice on all aspects of the transaction and were involved in many aspects of the commercial considerations relating to responses by MySale in the context of a hostile takeover bid.

This significant transaction for MySale has resulted in its de-listing from the Alternative Investment Market of the LSE and becoming a subsidiary of the larger Frasers group of companies, which now holds a broad portfolio of retail brands.

The Ogier team was led by group partner Matthew Shaxson, assisted by managing associate Kevin Grové.

Matthew said: "We are delighted to have acted for MySale Group in this transaction. "While a relatively low-value deal, the existence of the additional non-share securities added complexity to this takeover offer. There were also a number of strategic aspects to consider as the offer was hostile and the board were initially not willing to accept it."

Ogier acted alongside Travers Smith LLP as English counsel and Singers Capital Markets as independent financial advisor.

Frasers Group 95% shareholding in MySale to trigger takeover?
Sports Direct owner Frasers Group has confirmed a total shareholding of 95.35% of shares in Australian online marketplace MySale, enough to trigger a takeover bid, which analysts say is "likely".

Hannah Abdulla
November 4, 2022
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The decision to downsize is part of a broader strategy to drive efficiencies following the company’s recent acquisition spree. Credit: Shutterstock
As of 1 November, Frasers Group owned enough acceptances to enable it to follow through with takeover acceptance conditions regarding MySale.

Frasers Group reiterated that on acquiring over 75% of shares it would explore options to cancel the admission of MySale shares to trade through the Alternative Investment Market (AIM) on the London Stock Exchange.

It also said it intends to exercise its right to compulsorily acquire the remaining capital under the same terms of its initial mandatory offer of GBP2 pence per share, an amount which was earlier deemed to “undervalue” the brand and its prospects by MySale directors.

Pippa Stephens, apparel analyst at GlobalData told Just Style: “Given the Frasers Group’s history of acquiring companies to expand its high street empire, it seems very likely that it will take the opportunity to do the same with MySale after obtaining 95% of its shares. This will allow it to capitalise on the fact that discounters are expected to become more favoured among consumers amid the current cost-of-living crisis due to offering more affordable products, but it must ensure it does not bite off more than it can chew now that it owns so many brands.”

In August Frasers tabled a bid to take over the Australia-based fashion marketplace saying the move would allow it to increase its presence in Australia and New Zealand faster than it would via organic growth as it embarks on a bid to grow its business outside the UK and further international expansion through acquisitions, joint ventures, and organic openings.

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Launched in Australia in 2007, MySale describes itself as 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.

Frasers acquires 95 percent of Mysale shares, could trigger acquisition and AIM delisting
By Rachel Douglass
3 Nov 2022

Frasers acquires 95 percent of Mysale shares, could trigger acquisition and AIM delistingBUSINESS
Image: MySale, Instagram
After undergoing a lengthy process, Frasers Group has announced that it has acquired 95.35 percent of Mysale’s shares as its offer period for the Australian marketplace's shareholders came to a close.

As of November 1, the group said it now owns or has received valid acceptances totaling over 991.5 shares, representing a percentage that will enable it to follow through with its takeover acceptance conditions.

Following the announcement, Frasers once again confirmed that, on acquiring an excess of 75 percent of shares, it would explore its intention to apply to cancel the admission of Mysale shares to trade through AIM.

In a regulatory filing, it further noted, upon cancellation, the liquidity and marketability of the marketplace’s shares would be significantly reduced.

Frasers also said it intends to exercise its rights to acquire compulsorily the remaining capital under the same terms of its initial mandatory offer of two pence per share.

Lengthy acquisition process
It comes after the group, which owns the likes of Sports Direct and Flannels, began the long-winded process to acquire the retailer on August 17, when it first revealed its plan to make an offer on Mysale’s entire issued share capital.

MySale had initially rejected its offer to buy a 100 percent stake in the company in September, stating to shareholders that the cash offer “undervalues the business”.

It later reversed its decision, and instead recommended for its shareholders to accept the group’s offer despite initial concerns.

Frasers announced that its mandatory offer had become unconditional on October 18.

Acquisition hungry Frasers Group became the marketplace’s biggest shareholder in June when it bought a 28.7 percent stake in the business.

On the first announcement of its plans, Frasers said a takeover would allow the group to grow its presence in Australia and the surrounding regions, and would also help its own portfolio of brands to clear their end-of-line products via Mysale’s established clearance channel.

Frasers Group has made a number of acquisitions in recent months in a bid to expand its high street empire.

This year alone, the group has bought British fast fashion retailers I Saw It First and Missguided, as well as value e-commerce platform Studio Retail.

Frasers Group plc completed the acquisition of MySale Group plc.
November 31, 2022
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Frasers Group plc (LSE:FRAS) agreed to acquire remaining 71.3% stake in MySale Group plc (AIM:MYSL) for £13.6 million on August 17, 2022. As per the terms, Frasers Group offered £0.02 per Mysale share. The Offer will be financed from the existing cash resources of Frasers Group. The Board of MYSALE did not receive an approach, nor had any discussions, regarding the Offer prior to the publication of the announcement by Frasers Group. As of September 16, 2022, The MySale Directors do not consider the terms of the offer to be fair and reasonable and therefore recommend that MySale shareholders do not accept the offer. As of October 13, 2022, The board of MySale unanimously recommends the shareholders to accept the offer. As of October 18, 2022, the offer has become unconditional. As of September 26, 2022 Frasers Group plc received an irrevocable commitment to acquire remaining 71.3% stake in MySale Group plc from Jackson Family Capital Pty Limited, Lynchwood Nominees Limited and Jackson Future Funds Pty Limited. As of September 26, 2022 Frasers Group plc acquired 162 million shares from Jackson Family Capital Pty Limited and Jamie Jackson. If Frasers receives acceptances under the Mandatory Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more of the MySale Shares to which the Mandatory Offer relates and assuming that all of the other Conditions to the Mandatory Offer have been satisfied or waived (if capable of being waived), Frasers intends to exercise its rights in accordance with Part 18 of the Companies Jersey Law to acquire compulsorily the remaining MySale Shares on the same terms as the Mandatory Offer. As of October 27, 2022, Frasers had received valid acceptances in respect of a total of 1,347,981 MySale Shares, representing approximately 0.13% of MySale's existing issued share capital, which may count towards satisfaction of the Acceptance Condition. Frasers now holds 691,327,967 MySale Shares representing approximately 66.48% of MySale's entire issued share capital as at October 27, 2022. Tender offer is expected to be completed by November 1, 2022.
Luke Bordewich, Stuart Ord and Ollie Steele of Numis Securities Limited acted as a financial advisor to Frasers Group plc. Mark Taylor, Justin McKeegan of Singer Capital Markets acted as financial advisor to MySale Group plc.
Frasers Group plc (LSE:FRAS) completed the acquisition of MySale Group plc (AIM:MYSL) on November 1, 2022.

interesting, mysale group on the ASX.... MSA on the ASX... this will be interesting! :)

a New Board...

perfect for a New ERA!!!!!

now lets see what's going on!