In its response, Boohoo said it is continuing its process to “unlock and maximise shareholder value through a review of options for the Group's main divisions,” and that it is only at the start of the process of determining what options maximise value for all shareholders and will maintain high standards of corporate governance as it undertakes this process.
“The board believes that boohoo is fundamentally undervalued and that this process is the best way to serve all shareholders,” it said adding it would provide further details to shareholders of its core brands in the interim results and that it expected the review of options to take “several months”.
“The board remains committed to open and transparent engagement with all of its shareholders, including Frasers, and it is fully aware of and continues to act in accordance with its duties. The board is also committed to ensuring it takes the right steps to drive the Group in the interest of all shareholders and not just Frasers' self-interest.”
The response comes as Frasers issued a letter to Boohoo’s board, accusing them of "utter disregard" for shareholder interests following a "rushed" CEO appointment and a "reckless" refinancing plan, demanding assurance that no asset sales will occur without shareholder approval.
Mike Ashley is thought to have pinned his hopes of becoming Boohoo’s CEO, replacing outgoing CEO, John Lyttle.
The Mike Ashely-run company which owns 27% of Boohoo, addressed a letter to Boohoo’s board, criticising the recent refinancing deal and CEO appointment, which Frasers argues were made without proper consultation and suggest an “utter disregard for shareholder views.”
Frasers wrote to Boohoo’s board on 23 October and argued that the board had “lost its ability” to manage business and investments after the online retailer launched a strategic review last month to “unlock shareholder value.” Frasers asked to be engaged on “alternative options” before any disposals took place.
It is thought the review might suggest breaking up the group, which owns brands including Debenhams and Karen Millen alongside its young fashion division of Boohoo, BoohooMan and PrettyLittleThing.
In its latest response, Boohoo says about board representation, it has been clear with Frasers that it will only offer a seat for an appropriate non-executive director and that before any appointment can be made, appropriate governance controls will be required to protect the company's commercial position and the interests of all other shareholders.
“Boohoo has repeatedly sought assurances from Frasers in this regard and none have been provided. Boohoo has also repeatedly asked for and has been promised, non-public information in relation to Mike Ashley's interests and role in competing businesses. This information has not yet been provided either.
“Alongside the open letter, Frasers sent a separate letter to the board, which Frasers has chosen not to publish. In that letter, Frasers agreed to a meeting with Boohoo to discuss Frasers' concerns about any potential disposals of assets and the board's concerns in relation to Frasers' request for board representation. This meeting was suggested by Boohoo to Frasers last week and the board is therefore disappointed that Frasers omitted to mention this meeting in their open letter, which was therefore inaccurate and misleading.”
Boohoo flagged several concerns in relation to Frasers’ “behaviour” including that Frasers is not an independent shareholder in the Group, focused solely on the value of its investment. Instead, it says it is a trade competitor “that is seemingly focused on its own commercial self-interest.”
“Many of Frasers' brands compete with the Group's brands, including Boohoo, PrettyLittleThing and Karen Millen. Debenhams is also a leading competitor of House of Fraser, and Frasers was the largest shareholder in Debenhams before it was acquired, as well as being a competing bidder when Boohoo acquired Debenhams in 2021.”
It also noted Frasers is a large shareholder in ASOS plc, which competes with Boohoo's brands.
“The board considers it wholly inappropriate for Frasers to seek to leverage its significant shareholding in Boohoo and other UK retailers to promote its own commercial self-interest, such as Frasers PLUS, at the expense of the other shareholders and will take all steps necessary to protect its commercial position and shareholders best interests.
“In order to ensure that all shareholder interests in Boohoo are protected, the board also wishes to make clear, for the avoidance of any doubt, the commitments it will require from Frasers before it will agree to board representation. The board is mindful that both Frasers and Boohoo have subsidiaries regulated by the FCA, and the company has to take into account all shareholders when considering conflicts of interest.”
Boohoo said its other major shareholder, Mahmud Kamani has confirmed that he has no intention to make an offer for Boohoo and will provide the board with the same assurances it is seeking from Frasers once Frasers have agreed to provide them.
“This sends a clear message that Mr. Kamani's interests are entirely aligned with maximising value on behalf of all shareholders. The board calls on Frasers, Mike Ashley and Mike Lennon, or any other potential Frasers' representative, to do the same or to explain why they are unable or unwilling to give these commitments.
“The board believes that the Group is fundamentally undervalued and looks forward to unlocking and maximising shareholder value through the review of its options. The board is absolutely focused on maintaining high standards of corporate governance, as can be seen by the commitments the board is seeking and have been offered by Mr. Kamani. It stresses to Frasers that their continual legal letters and public posturing are not conducive to maximising value for all shareholders, and encourages them to enter into constructive discussions with the board.”
Frasers Group did not reply to request for comment when approached by Just Style.
