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
FOR IMMEDIATE RELEASE
12 December 2024
Frasers Group plc
("Frasers")
Frasers publishes Open Letter to the
shareholders of boohoo group plc
("boohoo")
Frasers, Mike Ashley and Mike Lennon
confirm commitment to sign up to all appropriate protocols to
address perceived conflicts and governance
concerns
The board of boohoo is continuing to allege
perceived conflicts and governance concerns as a reason not to
appoint Mr. Ashley and Mr. Lennon as directors of boohoo, and not
because there are any real issues. Nonetheless, in today's open
letter to boohoo shareholders, Frasers seeks to address these
concerns.
Frasers urges boohoo shareholders
to vote to appoint Mr. Ashley and Mr. Lennon as
directors of boohoo at the shareholder meeting which Frasers has
requisitioned, with a meeting date set for Friday 20 December
2024.
Frasers firmly
believes that these appointments are in the best interests of
boohoo, all of its shareholders and all of its
stakeholders.
The full text
of Frasers' open letter can be found by
clicking here.
White & Case LLP serves as legal adviser to
Frasers Group plc.
Investor Contact
Frasers Group plc
Robert Palmer, Company Secretary: 0344 245
9200
company.secretary@frasers.group
Media Contact
Greenbrook
Rob White / Peter Hewer: +44 207 952
2000
frasersgroup@greenbrookadvisory.com
DISCLAIMER
Frasers Group plc ("Frasers") is publishing this
announcement solely for the information of other shareholders in
boohoo group plc ("boohoo"). This announcement is not
intended to be and does not constitute or contain any investment
recommendation as defined by Regulation (EU) No 596/2014 (as it
forms part of the domestic law in the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018). No information in this
announcement should be construed as recommending or suggesting an
investment strategy. Nothing in this announcement or in any related
materials is a statement of or indicates or implies any specific or
probable value outcome in any particular circumstance. This
announcement is provided merely for general informational purposes
and is not intended to be, nor should it be construed as (1)
investment, financial, tax or legal advice, or (2) a recommendation
to buy, sell or hold any security or other investment, or to pursue
any investment style or strategy. Neither the information nor any
opinion contained in this announcement constitutes an inducement or
offer to purchase or sell or a solicitation of an offer to purchase
or sell any securities or other investments in boohoo or any other
company by Frasers or any of its affiliates in any jurisdiction.
This announcement does not consider the investment objective,
financial situation, suitability or the particular need or
circumstances of any specific individual who may access or review
this announcement and may not be taken as advice on the merits of
any investment decision. This announcement is not intended to
provide the sole basis for evaluation of, and does not purport to
contain all information that may be required with respect to, any
potential investment in boohoo. Any person who is in any doubt
about the matters to which this announcement relates should consult
an authorised financial adviser or other person authorised under
the UK Financial Services and Markets Act 2000. To the best of
Frasers' ability and belief, all information contained herein is
accurate and reliable, and has been obtained from public sources
that Frasers believes to be accurate and reliable. However, such
information is presented "as is", without warranty of any kind,
whether express or implied, and Frasers has not independently
verified the data contained therein. All expressions of opinion are
subject to change without notice, and Frasers does not undertake to
update or supplement any of the information, analysis and opinion
contained herein.
FORWARD LOOKING
STATEMENTS
This announcement contains certain forward-looking
statements and information that are based on Frasers' beliefs, as
well as assumptions made by, and information currently available
to, Frasers. These statements include, but are not limited to,
statements about strategies, plans, objectives, expectations,
intentions, expenditures and assumptions and other statements that
are not historical facts. When used herein, words such as
"anticipate," "believe," "estimate," "expect," "intend," "plan" and
"project" and similar expressions (or their negative) are intended
to identify forward-looking statements. These statements reflect
Frasers' current views with respect to future events, are not
guarantees of future performance and involve risks and
uncertainties that are difficult to predict. Further, certain
forward-looking statements are based upon assumptions as to future
events that may not prove to be accurate. Actual results,
performance or achievements may vary materially and adversely from
those described herein. There is no assurance or guarantee with
respect to the prices at which any securities of
boohoo or any other company will trade, and such
securities may not trade at prices that may be implied herein. Any
estimates, projections or potential impact of the opportunities
identified by Frasers herein are based on assumptions that Frasers
believes to be reasonable as of the date hereof, but there can be
no assurance or guarantee that actual results or performance will
not differ, and such differences may be material and adverse. No
representation or warranty, express or implied, is given by Frasers
or any of its officers, employees or agents as to the achievement
or reasonableness of, and no reliance should be placed on, any
projections, estimates, forecasts, targets, prospects or returns
contained herein. Neither Frasers nor any of its directors,
officers, employees, advisers or representatives shall have any
liability whatsoever (for negligence or misrepresentation or in
tort or under contract or otherwise) for any loss howsoever arising
from any use of information presented in this announcement or
otherwise arising in connection with this announcement. Any
historical financial information, projections, estimates,
forecasts, targets, prospects or returns contained herein are not
necessarily a reliable indicator of future performance. Nothing in
this announcement should be relied upon as a promise or
representation as to the future. Nothing in this announcement
should be considered as a profit forecast.
PERMITTED
RECIPIENTS
In relation to the United Kingdom, this announcement
is being issued only to, and is directed only at, (i) investment
professionals specified in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 as amended
(the "Order"), (ii) high
net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
and (iii) persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities of boohoo or any
member of its group may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred
to as "Permitted
Recipients"). Persons who are not Permitted Recipients must
not act or rely on the information contained in this
announcement.
DISTRIBUTION
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 of that jurisdiction. The distribution of this
announcement in certain countries may be restricted by law and
persons who access it are required to inform themselves and to
comply with any such restrictions. Frasers disclaims all
responsibility where persons access this announcement in breach of
any law or regulation in the country of which that person is a
citizen or in which that person is residing or is domiciled.