Accent Group's case for rejecting Frasers Group's takeover bid has been forced into review, with the fashion and footwear retailer lodging a supplementary target's statement after the Australian Takeovers Panel flagged preliminary concerns over its original disclosure.
This is the latest update after Frasers Group – a UK-based retail entity that manages the likes of Sports Direct – launched a takeover bid of Accent Group one and a half months ago, with an offer price of $0.65 per share. Accent quickly rejected the bid, telling shareholders to ignore it, and then shared a 70-page target statement outlining why.
On July 7, Frasers reached out to the Takeovers Panel for help, as it took umbrage with some of the reasoning behind Accent’s rejections.
All this comes more than a year after Frasers signed a deal with Accent, allowing the company to roll out its Sports Direct business across Australia. Recent reports suggest that Frasers is not happy with the rollout timeline, and appears concerned over how Accent is being run.
According to the latest statement, the Takeovers Panel raised preliminary concerns about disclosure in Accent's original target's statement on June 29, specifically around the reasons given for the Independent Board Committee's (IBC) view that Frasers' $0.65-per-share offer is "materially inadequate," the extent to which the IBC relied on Accent's 2030 Strategic Growth Plan in reaching that view, the discount of the offer price to Accent's 6-month and 12-month volume weighted average prices (VWAPs), and the prices Frasers has previously paid for Accent shares.
Accent added that the IBC's recommendation that shareholders reject the offer remains unchanged.
The new supplementary statement argued that the 2030 Strategic Growth Plan — which targets at least $1.9 billion in sales, a 9 per cent EBIT margin and around 950 stores by FY30 — was one component of the IBC's assessment but was not, on its own, determinative.
Accent and its lawyers noted that the IBC did not assign the plan a numerical weighting, did not derive a per-share value from it, and did not assume the FY30 targets would be achieved in full.
The statement shared that the IBC placed greater weight on initiatives it considered completed or substantially actioned — including cost-cutting measures and the reacquisition of The Athlete's Foot franchises — and less weight on "benefits dependent on longer-dated execution, including the full Sports Direct roll-out and achievement of the FY30 headline targets."
The supplementary statement also includes additional VWAP reference points not published in the original June 29 statement. Alongside the previously disclosed 6-month VWAP ($0.80) and 12-month VWAP ($1.02) — both representing discounts to the $0.65 offer price — Accent disclosed a 5-trading-day VWAP of $0.61 and a 1-month VWAP of $0.58, both below the offer price, as well as a 3-month VWAP of $0.68.
Accent conceded that it attributed less significance to the shorter-dated measures, stating they reflect trading over a narrower window and should be read alongside Accent's trading updates from November 2025 and May 2026, and the ASIC investigation into trading in Accent securities disclosed on May 4, 2026.
Since Frasers launched its takeover bid, Accent’s share price has shifted up and hovered above $0.70 per share.
The statement also provided further context on prices Frasers has previously paid for Accent shares, including $1.718 per share under a May 2025 subscription agreement and an average of more than $0.92 per share for on-market purchases in February 2026. Accent said the May 2025 price reflected a 3.5 per cent discount to Accent's closing share price on April 11, 2025, and that both sets of purchases occurred under different circumstances to the current offer.
The Frasers offer, which opened June 30, 2026, is now scheduled to close at 4:00pm (Sydney time) on September 30, 2026, extended from the original July 30, 2026 closing date set out in the June target's statement.
The supplementary statement also confirmed the resignation of non-executive director Michael Hapgood, effective August 21, 2026, as previously reported by Ragtrader. Accent shared that Hapgood's departure does not affect the IBC's recommendation.
Hapgood’s exit comes as he, and Accent Group CEO Daniel Agostinelli, face the aforementioned ASIC investigation, covering alleged insider trading. No charges have been laid against any person, and there have been no allegations against the company.