MUL Mulberry Group Plc

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE

22 October 2024

Mulberry Group plc ("Mulberry" or the "Company")

Update regarding Frasers Group plc

The board of directors of Mulberry (the "Board") has considered the contents of the announcement from Frasers Group plc ("Frasers") on 11 October 2024 regarding its unsolicited revised possible cash offer for the entire issued and to be issued share capital of the Company not already owned by Frasers, at 150 pence per Mulberry share (the " Possible Offer").

The Board has also considered the clear position of Challice Limited ("Challice"), the Company's 56.4 per cent. majority shareholder, in relation to the Possible Offer, as set out in its press statement on 13 October 2024, in which it stated that it will not sell its Mulberry Shares to Frasers or support the Possible Offer.

After careful consideration with its advisers and in light of the above, the Board is unanimously of the view that the Possible Offer is untenable and that the Company should focus its attention on driving the commercial performance of the business.

The Board reiterates the following statement made at the time of the announcement of the Company's audited results on 27 September 2024:

"We believe that the combination of the appointment of a new CEO, our new debt facility and the capital raising announced today will put the Group on a firm footing to ensure we are well set up for future growth."

The Board acknowledges that Frasers, through its participation in the Company's recent fundraising, has shown itself to be supportive of maintaining the value of the Mulberry brand. The Board appreciates this and looks forward to further interactions with Frasers in the future.

The Board notes that, on 18 October 2024, Frasers announced that it had "sought to engage with Challice directly". For the avoidance of doubt, the Board is not commenting upon any such direct engagement.

In accordance with Rule 2.6(a) of the Code, Frasers must by no later than 5.00 p.m. (London time) on 28 October 2024 (or such later time and/or date as may be agreed by the Takeover Panel (the "Panel"), either announce a firm intention to make an offer for Mulberry in accordance with Rule 2.7 of the Code, or announce that it does not intend to make an offer for Mulberry, in which case such announcement will be treated as a statement to which Rule 2.8 of the Code applies. The deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

The Board highlights that there can be no certainty that an offer will be made for the Company.

This announcement was made without the consent of Frasers.

Enquiries:

Notice relating to Mulberry's advisers:

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Mulberry and no one else in connection with the matters referred to in this announcement  and will not be responsible to anyone other than Mulberry for providing the protections afforded to clients of Houlihan Lokey or for providing advice in relation to the matters referred to in this announcement. Neither Houlihan Lokey 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 Houlihan Lokey in connection with this announcement, any statement contained herein or otherwise.

Dealing disclosure requirements of the Code:

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper 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) of the Code applies must be made by no later than 3.30 p.m. (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th 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 1per cent. 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (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 of the Code.

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 of the Code).

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 website:

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) by no later than 12 noon (London time) on the business day immediately following the date of this announcement at www.mulberry.com The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.