Response Circular Rejecting the Offer by FrasersSource: RNS
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 SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION for the purposes of Article 7 of Regulation (EU) No 596/2014 (MAR) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").
FOR IMMEDIATE RELEASE
16 September 2022
MySale Group plc
(the "Company", "MySale" or the "Group")
Response Circular Rejecting the Offer by Frasers Group plc ("Frasers")
The Board of MySale (AIM: MYSL), announces that it is today publishing its response circular (the "Response Circular") in relation to the unsolicited cash offer for the entire issued and to be issued ordinary share capital of MySale (the "MySale Shares") not already owned by Frasers at a price of 2 pence per share (the "Offer Price") in cash on 17 August 2022 (the "Offer"). Capitalised terms used but not defined in this announcement have the meanings given to them in the Response Circular.
Background to the Offer
On 29 June 2022, Frasers acquired 270,666,650 MySale Shares at a price of 2 pence per MySale Share and, together with the contracts for difference already held by Frasers, became MySale's largest shareholder being interested in 28.66 per cent. of MySale's total voting rights. As has been acknowledged by Frasers in the cash offer announcement released on 17 August 2022 (the "Rule 2.7 Announcement"), the directors of MySale (the "MySale Directors") did not receive an approach, nor had any discussions, regarding the Offer prior to the publication of the Rule 2.7 Announcement and the publication of the offer document on 2 September 2022 (the "Offer Document") by Frasers.
In evaluating the ﬁnancial terms of the Offer, the MySale Directors have considered the historical trading range of MySale Shares, the relative valuation of MySale Shares represented by the Offer Price and share price premia for recent public takeover transactions.
Historical MySale Share Price Trading Range
The Offer Price of 2 pence per MySale Share represents:
· a 25.7 per cent. discount to the middle market closing price of 2.69 pence per MySale Share on 16 August 2022 (being the last business day prior to the date of the publication of Fraser's Rule 2.7 Announcement);
· a 2.4 per cent. discount to the average middle market closing price of 2.05 pence per MySale Share during the three month period ending on 16 August 2022 (being the last business day prior to the date of Fraser's Rule 2.7 Announcement);
· an 8.4 per cent. premium to the average middle market closing price of 1.85 pence per MySale Share during the six month period ending on 16 August 2022 (being the last business day prior to the date of Fraser's Rule 2.7 Announcement); and
· a 53.0 per cent. discount to the average middle market closing price of 4.26 pence per MySale Share during the 12 month period ending on 16 August 2022 (being the last business day prior to the date of Fraser's Rule 2.7 Announcement).
In addition, 2 pence per MySale Share represents the minimum price Frasers could have offered under the City Code on Takeovers and Mergers (the "Code") given the purchase of 270,666,650 MySale Shares on 29 June 2022. The MySale Shares have also traded at a premium to the Offer Price in the six months ended 16 August 2022 (being the last business day prior to the date of Fraser's Rule 2.7 Announcement) with a trading range of middle market closing prices of 1.1 pence to 4.1 pence.
The shareholders of MySale ("MySale Shareholders") should also be aware that the MySale Directors consider that the trading price of the MySale Shares in the 12 month period prior to the commencement of the offer period, being the period commencing on 17 August until the time and date of the announcement that the Offer has either lapsed, been withdrawn or become unconditional (the "Offer Period"), has been signiﬁcantly negatively inﬂuenced by the impact that the COVID-19 pandemic, the Ukraine war and global inflationary economic conditions has had on MySale's ability to trade optimally, in common with other companies operating in the e-commerce sector.
Furthermore, over the 12 months ended 31 March 2020, which the MySale Directors consider to be a more appropriate basis for comparison, being the last "normal" trading period prior to the onset of the COVID-19 pandemic, the Offer Price represents a 60.3 per cent. discount to the average middle market closing price of 4.72 pence per MySale Share for such period.
Exit valuation of MySale represented by the Offer Price
The MySale Directors note that the Offer Price implies exit valuation multiples for MySale which are below those at which the MySale Shares have traded in recent years, with, the MySale Directors believe, such trading valuations themselves being depressed following the end of the COVID-19 pandemic and the aborted Australian IPO, as announced on 25 November 2021, on MySale's operations and share price performance.
The Offer Price of 2 pence per MySale Share values the Company on an EV/Sales multiple of:
· 0.35x using the last twelve month unaudited sales figure of A$94.9 million as reported in the Company's Full Year Trading Update on 28 July 2022; and
· 0.28x using the last twelve month audited sales of A$117.9 million for the year ended 31 June 2021.
This is below the average of MySale's implied EV/Sales multiples for the 12 month periods of:
· 0.83x for the year to 30 June 2022; and
· 1.06x for the year to 30 June 2021;
with each being based on the average daily middle market closing price of MySale Shares, reported net cash or debt and reported audited sales for that year.
In comparison, the UK Retail Trade Index (a FactSet Market indices based on the UK retail trade sector) recorded average EV/Sales multiples for the sector for the same 12 months to 30 June 2021 and 2022 of 0.77x and 0.72x respectively, demonstrating the close correlation between the valuation of MySale and the UK retail benchmark in recent years and that the Offer materially undervalues the MySale Shares.
Analysis of recent public takeover premia
Analysis of UK public takeovers made over the last five years demonstrates that the average and median premium to the closing mid-market price prior to the Rule 2.7 Announcement was 43 per cent. and 31 per cent., respectively. This reﬂects the "control" premium typically required in order to secure control of the company subject to an offer.
By comparison, the Offer Price represents a discount of approximately 25.7 per cent. to the closing price of 2.69 pence per MySale Share on 16 August 2022 (being the last business day prior to the commencement of the Offer Period), a time at which Frasers had already acquired its shareholding, but only indicated its interest in a strategic partnership and not made an offer or possible offer for the Company.
Furthermore, when taking into account the average share price over a longer time period, the Offer Price represents a discount of approximately 53.0 per cent. to the average middle market closing price of 4.26 pence per MySale Share during the twelve month period ending on 16 August 2022 (being the last business day prior to the date of Fraser's Rule 2.7 Announcement).
The MySale Directors, therefore, do not consider that the Offer Price reﬂects an appropriate control premium for the acquisition of the balance of the MySale Shares not already owned by Frasers.
Other Factors that MySale Shareholders Should Consider in Relation to the Offer
Commercial Relationship with Frasers
MySale notes the following statement contained at page 13 within the Offer Document published by Frasers on 2 September 2022 in relation to the Offer:
"Frasers believes that the MySale business would be complementary to that of the existing Frasers (including providing the opportunity to clear end of line Frasers products via MySale's established clearance channel), which Frasers and MySale could utilise to grow and develop MySale. This pipeline will be further enhanced by the benefits of counter seasonality between the European and Australian climates. Frasers intends to seek to develop MySale's existing network of buyers and sellers and to continue to offer third party brands to MySale members."
Whilst, as noted above, no material discussions have taken place in relation to commercial collaboration opportunities that may exist between MySale and Frasers either before or subsequent to the announcement of the Offer, MySale has had previous commercial relationships with Sports Direct International plc (renamed Frasers Group plc) and does recognise the opportunities and benefits that a future relationship with Frasers could provide for MySale and the MySale Shareholders. However, following Sports Direct International plc's (now renamed Frasers) acquisition of a 4.8 per cent. strategic stake in MySale in June 2014, MySale and Sports Direct International plc entered into a commercial relationship. Pursuant to this relationship, MySale purchased inventory from Sports Direct International plc under its own stock channel (defined as a sales channel of the Company where inventory is purchased by the Company from brand partners in advance, stored in the Company's fulfilment centre, and offered for sale through its website apps at prices determined by the Company) and provided Sports Direct International plc with a dropship solution. Total revenues of both channels represented not more than an average of 1.5 per cent. of the MySale's annual revenue across the period.
Although the MySale Directors recognise the benefits that a commercial relation with Frasers could have, in the absence of substantive discussions with Frasers the Directors do not have sufficient visibility to quantify such potential benefits relating to access to additional brands and volumes of products being sold through the MySale platform and the impact on statutory revenues or profit margins.
Liquidity in MySale Shares
The liquidity in MySale Shares is low, with average daily volumes traded during the twelve month period ended 28 June 2022 being only 449,278 MySale Shares per day. The listing of the MySale Shares on AIM therefore does not offer investors the opportunity to trade in meaningful volumes or with frequency within an active market. Given the levels of liquidity in trading of MySale Shares, it could be very difficult for a MySale Shareholder to sell all of their shareholding in a reasonable timeframe without having a material impact on the price of MySale Shares. Additionally, MySale has very few institutional shareholders on its share register. With low trading volumes, MySale's share price can move up or down signiﬁcantly following trades of small volumes of MySale Shares. A significant position in MySale Shares could take a material amount of time to sell through market trades.
The MySale Directors believe that these factors have been, and would continue to be, a barrier to introducing institutional investors onto the MySale share register.
The Offer, if it becomes or is declared unconditional, will provide an opportunity for all MySale Shareholders to fully realise their investment in full at a price of 2 pence in cash per MySale Share. However, it cannot be predicted whether any future alternative offer will be forthcoming or whether any such alternative offer would carry more or less favourable terms. Further, should MySale cancel its admission to trading on AIM, which Frasers has reserved its right to do and would be capable of doing on a unilateral basis where it obtains acceptances (together with its current interest) of over 75 per cent. or more of the Company's total voting rights, minority MySale Shareholders may be unable to exit their holdings for cash at the Offer Price, if at all.
Funding Requirement to Support MySale's Strategic Ambitions and Growth Plans
The MySale Directors believe that further funding of approximately A$3.0m could be required to support MySale's working capital requirement, as a result of the costs anticipated to be incurred by MySale as a result of the Offer, and for additional working capital to support MySale through the peak Christmas trading period. The quantum and timing of such a fundraising will be dependent on the trading and cash generative performance of MySale over the next three to six months and the further funding requirement of approximately A$3.0m indicated above is based the MySale Directors applying contribution margin sensitivities to the Company's base case forecast for the remainder of the financial year to 30 June 2023. If further funding is required, in the event that the Offer lapses or is withdrawn, it is the MySale Board's intention to seek such funding through a pre-emptive equity or debt issue.
Hezi Leibovich for and on behalf of Ayaofna Pty Ltd as Trustee for Ayaofna Trust, Natanel Harpaz for and on behalf of Marzameno Ltd, Gabriel Leibovich for and on behalf of Goodly Opportunities Pty Ltd as Trustee for Goodly Opportunities Trust, Mahmud Kamani, Rabia Kamani, Samir Kamani, Fowzla Kamani and Shelton Capital have provided non-binding letters of intent stating that they would support a fundraising to support MySale's working capital requirement, subject to the Offer lapsing.
MySale's Shareholders should also take into account the importance of Frasers' voting power when making their assessment of whether to accept the Offer.
Although Frasers has not expressed an intention to do so, as a result of being interested in approximately 28.66 per cent. of MySale's voting rights, in practice, Frasers may also be able to pass or block resolutions of MySale Shareholders (depending on the percentage of other MySale Shareholders who cast a vote on such resolutions).
MySale Shareholders should note that a fundraising to support MySale's working capital requirement may require an ordinary, and in some cases, a special resolution to be approved by MySale Shareholders.
Position if Frasers holds in excess of 50 per cent. of the MySale Shares
MySale Shareholders should also be aware that, should Frasers receive sufﬁcient acceptances to increase its interest in MySale Shares to more than 50 per cent. of MySale's voting rights and declare the Offer unconditional, Frasers would then be able to make further purchases of MySale Shares and increase its holding in MySale without triggering the requirement to make a mandatory offer pursuant to Rule 9 of the Code. In those circumstances, Fraser's would hold over 50 per cent. of the voting rights of the Company which gives it control. As a result, Fraser's could alter the strategic direction of the Company's business and take other actions. These actions could include, but are not limited to, changing the board of the Company or encumbering the Company with onerous debt, which might permanently impair value for minority MySale Shareholders.
However, except with the consent of the Panel on Takeovers and Mergers, neither Frasers nor any person acting in concert with Frasers may, within six months of the closure of the Offer (if the Offer becomes or is declared unconditional), make a second offer to any MySale Shareholder, or acquire any interest in MySale Shares, on more favourable terms than those made available under the Offer. Furthermore, MySale Shareholders who do not accept the Offer should also be aware that, in the event that Frasers (together with its associates) receives acceptances under the Offer in respect of and/or otherwise acquires or contracts to acquire 90 per cent. or more by number of the MySale Shares to which the Offer relates, assuming that the conditions have been satisfied, 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 Offer.
Cancellation of the admission of MySale Shares to trading on AIM
MySale Shareholders who do not accept the Offer should also be aware that if Frasers (together with its associates) has by virtue of acceptances of the Offer acquired (whether pursuant to the Offer or otherwise treated for the purposes of Article 117(8) of the Companies Jersey Law as having been acquired, or contracted to be acquired, by virtue of acceptances of the Offer), or agreed to acquire, MySale Shares which, when aggregated with the MySale Shares held by Frasers, represent not less than 75 per cent. of the voting rights attached to the MySale Shares, Frasers will consider making an application for the cancellation of the admission of MySale Shares to trading on AIM.
MySale Shareholders should be aware of the following effects that a cancellation of MySale's shares to trading on AIM will:
· significantly reduce the liquidity and marketability of any MySale Shares held by MySale Shareholders who have not accepted the Offer, prejudicing their ability to realise (or have access to a readily available valuation of) their investment in MySale; and
· result in MySale Shareholders who have not accepted the Offer owning shares in an unlisted company, and will no longer be afforded the protections given by the AIM Rules for Companies (such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek shareholder approval for certain corporate actions, where applicable, including substantial transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals).
Current Trading and Outlook
MySale has continued to progress in scaling the number of sellers on MySale's off-price curated marketplace platform. This remains MySale Group's largest channel underpinned by the higher margin own-stock and order after sale channel. For the 8 weeks to 30 August 2022, MySale's GMV is approximately 34 per cent. and statutory revenue is 45 per cent. below the prior year period as a result of COVID-19 related lockdowns in Australia and New Zealand in the previous corresponding period and continuing macro-economic headwinds. Gross margins have remained stable at approximately 29 per cent. resulting in the MySale trading profitably and on a cash flow positive basis as a result of the 29. per cent. reduction in the cost base compared to the prior year period.
In addition, MySale continues to focus on the operational efficiency of its business and maintaining optimum inventory balances and since 1 July 2022 has maintained its inventory balances at approximately A$2.9m.
Views of the MySale Directors on Fraser's Intentions for MySale
The Code requires the MySale Directors to give their views on the effect of the implementation of the Offer on all of MySale's interests, including, speciﬁcally, their views on Fraser's strategic plans for MySale and their likely repercussions on the employment and the locations of MySales' places of business.
The MySale Directors welcome Fraser's conﬁrmation that, save where staff do not relocate in connection with the establishment of any new or replacement warehousing or expansion to establish a physical presence in new geographical regions, Frasers has no intention to make any changes to the continued employment of MySale's current employees and management (and those of its subsidiaries), including any material change in conditions of employment, the balance of skills and function of the employees and Fraser's and has no intention to make any changes to any employer contributions into MySale's pension schemes, the accrual of benefits for existing members and the admission of new members.
The MySale Directors also welcome Fraser's confirmation that it has no intention within 12 months following the Offer becoming or being declared unconditional to relocate MySale's headquarters and headquarter functions from its current location.
As announced earlier today, Carl Jackson, the Non-executive Chairman has resigned from the Board of MySale with immediate effect as a result of conflicts arising in his role as a director of MySale with his personal position as a substantial MySale Shareholder.
Further to the announcement of 28 June 2022, in light of the unsolicited offer from Frasers and Carl Jackson's immediate resignation, Charles Butler, Senior Independent Director, will now remain as a Director to the Company, until the earlier of the Company's Annual General Meeting, expected to be held in calendar 2022 or 31 December 2022. It had previously been announced that Charles had provided his notice of resignation, leaving the board on 24 September 2022.
Views of Carl Jackson in Relation to the Offer
Carl Jackson has informed the Board that he intends to accept the Offer in respect of his holding of 103,745,000 MySale Shares (representing approximately 10.93 per cent. of the total MySale Shares in issue) and intends to convert his holding of A$1.1m of Convertible Loan Notes into MySale Shares, and accept the Offer in respect of such MySale Shares, unless there is a competing or alternative offer for his holding of Mysale Shares. Based on the conversion price of 1.5 pence on 16 September 2022, Carl Jackson would be entitled to subscribe for in approximately 43,238,285 additional MySale Shares (representing approximately 4.36 per cent. of MySale's issued share capital, as enlarged by the conversion of his Convertible Loan Notes).
Carl Jackson has provided the following rationale to the MySale Board in relation to his views on the Offer. Whilst agreeing with the MySale Board that the Offer price of 2 pence per MySale Share undervalues MySale and its future prospects, he considers that accepting the Offer provides him with the greatest certainty of receiving 2 pence per MySale Share in the foreseeable future in respect of his MySale Shares.
In coming to that view, Mr Jackson also had regard to the factors outlined above in paragraph 2(b) of this Part I, particularly the historic low liquidity of MySale Shares and limited institutional representation on MySale's share register that, as a result of the size of his shareholding in MySale, in his judgement, restricts his ability to sell all or part of his shareholding in MySale other than through the Offer.
The MySale Directors are of the view that a price of 2 pence per MySale Share does not reﬂect an adequate value or premium for control of MySale and therefore undervalues MySale and its prospects. Accordingly, the MySale Directors, who have been so advised by Singer Capital Markets as to the ﬁnancial terms of the Offer, do not consider the terms of the Offer to be fair and reasonable AND THEREFORE RECOMMEND THAT MYSALE SHAREHOLDERS DO NOT ACCEPT THE OFFER, just as they will not accept the Offer in respect of their own shareholdings in MySale.
The MySale Directors are, however, aware that any decision by MySale Shareholders as to whether to accept the Offer will depend upon their individual circumstances and having taken into account the additional factors outlined in paragraph 2(b) above. In particular, the MySale Directors note that the Offer, if it becomes or is declared unconditional, will provide MySale Shareholders the opportunity to realise 2 pence per MySale Share. If MySale Shareholders are in any doubt as to what action they should take, they should seek their own independent professional advice.
In providing its financial advice to the MySale Directors, Singer Capital Markets has taken into account the commercial assessments of the MySale Directors. Singer Capital Markets is providing independent financial advice for the MySale Directors for the purpose of Rule 3 of the Code.
The person responsible for arranging this announcement on behalf of MySale is Charles Butler, Senior Independent Director.
MySale Group plc
Kalman Polak, Chief Executive Officer
+61 (0) 403 810 762
Singer Capital Markets (Rule 3 Financial Adviser, Nominated Adviser and Broker)
+44 (0) 20 7496 3000
MHP Communications (Financial PR Adviser)
+44 (0) 20 3128 8570
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell or issue, nor the invitation nor the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise, or the solicitation of any vote in favour or approval of any offer.
Any securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), sold, exercised, resold, transferred or delivered directly or indirectly, in or into the United States absent registration or pursuant to an exemption from the registration requirements of the US Securities Act.
This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The distribution of this announcement (in whole or in part) in, into or from jurisdictions outside the United Kingdom may be restricted by law in those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Rule 3 adviser and nominated adviser exclusively to MySale and no-one else in connection with the Offer. In connection with such matters, Singer Capital Markets, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this document or any other matter referred to herein. Neither Singer Capital Markets 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 Singer Capital Markets in connection with the Offer, any statement contained herein or otherwise.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, MySale confirms that as at the date of this announcement, it has 949,274,076 ordinary shares of nil par value in issue and admitted to trading on AIM, the market operated by the London Stock Exchange (and holds 396,035 shares in treasury). The International Securities Identification Number ("ISIN") for MySale's ordinary shares is JE00BMH4MR96.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1per cent or more of any class of relevant securities of an offeree company or of any securities exchange 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) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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.
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).
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 a website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on the Company's website (https://www.mysalegroup.com/investor.html#/offer) no later than 12 noon (London time) on 20 September 2022 . The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.