Launch of Directed Trading Programme
Summary by AI BETAClose X
5 November 2026
Frasers Group plc
Launch of Directed Trading Programme
Frasers Group plc (the "Company") today announces that the Company, MASH Holdings Limited ("MASH Holdings") and MASH Beta Ltd ("MASH Beta", together with MASH Holdings, the "MASH Companies") have agreed to commence a directed trading programme (the "Directed Trading Programme") pursuant to and in accordance with the authority granted at the Company’s annual general meeting (“AGM”) on 16 September 2026. The MASH Companies are ultimately owned by the Company's controlling shareholder, Mike Ashley.
The board of directors of the Company (the "Board") believes that the Company has long been undervalued. As at 26 April 2026, the Company and its group (the "Group") had a net asset value of £2.5bn prepared in accordance with the Group's conservative accounting policies. The Board does not believe this value is fully reflected in the Company's current share price and intends to continue to buy back shares (subject to the authorities granted at the AGM or subsequently) until the Company's value is fully reflected in its share price.
The Group's Elevation Strategy continues to go from strength to strength: the Group's relationships with the world's best brands are stronger than they have ever been, meaning the product assortment in the Group's stores is diverse, desirable, highly cash generative, and profitable. As announced on 23 October 2026, HUGO BOSS became a subsidiary of the Group during the half year to 25 October 2026, which the Board expects will contribute to the Group's net asset value. The Group also continues its international expansion, including the ongoing integration of previous acquisitions such as Holdsport and XXL, further franchise openings of Sports Direct stores in South East Asia, and recent acquisitions such as Hervis Group in Romania and Hungary.
Having received feedback from shareholders, the Board is implementing the Directed Trading Programme alongside the Company's on-market share buyback programme to create liquidity and return value to shareholders.
Under the Directed Trading Programme, the Company has entered into a non-discretionary arrangement with Panmure Liberum Limited ("Panmure Liberum") to purchase ordinary shares of 10 pence each in the Company (“Ordinary Shares”) from MASH Holdings or its nominee or nominated broker, up to a maximum aggregate purchase price of £100,000,000. The price payable to MASH Holdings per Ordinary Share will be determined by reference to the share price of the Company as set out in more detail in the Directed Buyback Contract and summarised in the Company's Notice of AGM though is not otherwise subject to any cap.
It is intended that purchases of Ordinary Shares under the Directed Trading Programme will be made on a pro rata basis, such that for every one Ordinary Share purchased under the Company's on-market share buyback programmes from time to time, the Company will purchase three Ordinary Shares under the Directed Trading Programme. The number of Ordinary Shares purchased from MASH Holdings under the Directed Trading Programme will not exceed 26,561,540 Ordinary Shares, provided that the Company (with the agreement of the MASH Companies as applicable) may increase the number of Ordinary Shares to be acquired under any directed trading and/or on market share buyback programme subject only to the aggregate limit of 14.99% of the Company's share capital as set out in more detail in the Company's Notice of AGM.
The Board considers the purchases of Ordinary Shares from MASH Holdings pursuant to the Directed Trading Programme to be fair and reasonable as far as the shareholders of the Company are concerned, and has been so advised by Panmure Liberum, acting in its capacity as financial adviser to the Company.
The purchase of Ordinary Shares pursuant to the Directed Trading Programme does not fall within the safe harbour under the Market Abuse Regulation 596/2014/EU as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended.
Following the purchase of Ordinary Shares under the Directed Trading Programme, they will be held as treasury shares.
Ends
FRASERS GROUP PLC
Chris Wootton, Chief Financial Officer
T. 0344 245 9200
E. Financial@frasers.group
Emma Reid, Company Secretary
LEI: 213800JEGHHEAXIJDX34
T. 0344 245 9200
E. company.secretary@frasers.group
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