Accent Group ramps up pressure on shareholders to reject Frasers’ bid

Daniel Agostinelli, CEO of Accent Group

The hostile takeover of Accent Group launched by the UK-based Frasers is intensifying after Accent released a wide-ranging, 70-page document to its shareholders, imploring them to reject any approaches.

Frasers made public its intentions to purchase all of Accent’s ordinary shares earlier this month; the UK retail giant already holds around 22 per cent in the Australian business. 

But Accent quickly responded to the proposal, instructing its shareholders to “take no action” in response to the deal, and to let the offer period from Frasers expire. Now, two weeks later, Accent has released a comprehensive target’s statement in a bid to keep shareholders onside.

An independent board committee (IBC) has been established, comprising all directors outside of David Forsey, who also has a role on the board of Frasers Group. The IBC is maintaining the position of Accent to reject the offer, citing “opportunistic” timing, dissatisfaction with the offer price of 65 cents per share, and conflicts of interest.

Accent warned its shareholders that accepting the offer would remove them from any potential increases in the value of the company. “This means you will not participate in any future increase in the value of Accent Shares, any future dividends declared by Accent, or any potential benefits from Accent’s standalone strategy, including the 2030 strategic growth plan,” the statement added.

This growth plan aims to reach $1.9 billion in sales and 950 stores in four years. The IBC, however, maintained that it can’t guarantee whether it’ll be achieved.

Perhaps the most important defence in Accent’s locker is its allegation that Frasers will delist the company from the ASX if it gains control. The group said that Frasers, in the event of acquiring 90 per cent or more of Accent’s shares, will apply to delist Accent from the ASX while replacing the board, including its current chairman Lawrence Myers.

Accent, finally, reminded shareholders of its $500 million in fully franked dividend payments over the last decade. It claims this is at odds with Frasers, which has not paid a dividend to its own shareholders in more than 15 years.

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