Accent Group – the company behind The Athlete’s Foot, Hype DC and Platypus – has hit back at Frasers Group’s best and final declaration yesterday, reaffirming its call for shareholders to reject the UK company's $0.65-per-share takeover offer.
Accent’s independent board committee (IBC), made up of all Accent directors except Frasers nominee David Forsey, told the ASX that the declaration does not change its unanimous recommendation. It noted that the price is the same one it has urged shareholders to reject since issuing its target statement, and that the offer has failed to attract meaningful support.
ASX filings have yet to show any increase in Frasers’ stake since the offer opened.
All IBC members intend to reject the offer for the Accent shares they own or control.
The IBC argued the move is the action of a shareholder seeking more influence over Accent’s board and trying to gain control without paying shareholders for it. It described the declaration, along with Frasers’ call for shareholders to act now and accept, as an attempt to pressure investors into an offer with no control premium while lifting Frasers’ voting power ahead of the AGM.
Accent also took aim at an open letter Frasers sent to chairman Lawrence Myers on October 26, in which Frasers stated it was “not seeking control of the Board” and that the AGM was not about control.
The IBC urged shareholders to weigh those claims against Frasers’ own actions. It pointed out that Frasers launched an unsolicited bid for every Accent share it does not already own without offering a control premium. It also noted that Frasers’ bidder’s statement set out an objective of reaching at least 26 per cent ownership, seeking additional board influence and using it to make the changes it considers necessary at Accent.
That threshold carries weight. Under a subscription agreement the two companies signed in April 2025, Frasers can request a second board nominee once its relevant interest reaches 26 per cent.
Frasers, for its part, maintained that shareholders have good reason to sell. In declaring its offer best and final, it noted that no competing proposal had emerged in the more than four months since the bid was announced, and that it considers the likelihood of one emerging now to be very low.
It also pointed out that the offer is unconditional, with accepting shareholders paid in cash two trading days later, and warned that Accent’s share price could fall once the offer closes, given the shares have closed between $0.65 and $0.66 since October 7.
Frasers also renewed its criticism of Accent’s capital management, arguing the company has kept prioritising shareholder distributions despite material earnings pressure, higher borrowings and ongoing growth investment obligations, including under the Sports Direct retail agreement. It considers that approach neither sustainable nor prudent, and cautioned that shareholders who hold on could face future equity dilution or higher debt if Accent raises funds in response to its subdued financial performance.
Accent is now turning shareholders’ attention to its AGM on November 20, which it warned may have significant implications for the composition and control of its board. Accent’s non-executive directors, excluding CEO Daniel Agostinelli and Forsey, have voluntarily put themselves up for re-election. Finance director Matthew Durbin, appointed to the board on February 25, must also stand for election to confirm his appointment.
Accent argued a vote for its board is a vote for the company to keep being governed in the interests of all shareholders, rather than a single substantial shareholder that is also a commercial counterparty. Frasers’ ties to Accent extend beyond its stake, with Accent operating Sports Direct locally under a 25-year agreement.
If the directors are re-elected and Frasers votes against Accent’s remuneration report, contributing to a second strike, a conditional spill meeting would follow. Proxy voting for both meetings closes on November 18.
Frasers’ offer is scheduled to close on January 29, 2027.