UK-based retail company Frasers Group has launched an unconditional on-market takeover bid for all shares in Accent Group, offering $0.65 cash per share.
This comes more than a year after the Australian footwear conglomerate signed a deal with Frasers Group to drive the local retail rollout of Sports Direct.
Accent's brands – owned or under license – include Platypus Shoes, The Athlete's Foot, Hype DC, Skechers, Vans, Dr. Martens, Hoka and Ugg, across more than 890 stores under 20 retail banners.
Frasers and its associates currently hold approximately 22.9 per cent of Accent shares, equivalent to 137,671,519 shares. The offer price of $0.65 matches Accent's last closing price on June 12, 2026.
The offer is not subject to any conditions. Shareholders of Accent can sell their shares on the market immediately. The formal offer period runs from June 30 to July 30, 2026, unless extended or withdrawn.
The maximum amount Frasers could be required to pay under the offer is $315,773,263, excluding transaction costs. Frasers confirmed it has access to sufficient funds through existing cash resources and a combined term loan and revolving credit facility of up to £3.3 billion (approximately A$6.29 billion) entered into in July 2025.
In its bidder's statement, Frasers outlined a series of concerns regarding Accent's financial performance and capital management under chairman Lawrence Myers and the current management team. These included Accent's decision to pay a 3.25 cents per share interim dividend at its half-year results in February 2026, despite a 40.5 per cent year-on-year decline in net profit after tax, followed by a further earnings downgrade in May 2026.
Frasers also referenced approximately $341 million of goodwill on Accent's balance sheet as at June 29, 2025, noting the company's own sensitivity disclosures show goodwill impairment headroom of only 45 basis points.
Frasers further pointed to an ASIC investigation into alleged insider trading by Accent personnel, including the chief executive officer, disclosed earlier this year.
The bidder's statement also raised questions about the achievability of targets in Accent's 2030 Strategic Growth Plan, announced May 13 this year, including a $1.9 billion-plus total sales target and a 9 per cent-plus EBIT margin target, against Accent's recent like-for-like sales trajectory and two FY26 earnings downgrades.
Frasers shared that it is seeking to increase its ownership and board representation to protect its investment, having reached the limit of the "3 per cent creep" exception under the Corporations Act. Under a Subscription Agreement between the two companies dated April 2025, Frasers has the right to request an additional board nominee once its relevant interest reaches 26 per cent.
Should Frasers acquire a relevant interest of 90 per cent or more, the company intends to proceed with compulsory acquisition of the remaining shares, delist Accent from the ASX, and remove Myers as chairman.
Frasers currently has one nominee director on the Accent board, Dave Forsey, who has recused himself from board deliberations on the offer.
Accent's share price has fallen 64 per cent over the past 12 months, from $1.805 on June 12, 2025, to $0.65 on June 12, 2026. Accent's last published results, for the half year ended 28 December 2025, showed a 29.9 per cent decrease in EBIT and a 40.5 per cent decrease in net profit after tax compared with the prior corresponding period.
Accent's response to the bidder's statement, in the form of a target statement, is expected in due course.
Update: Accent Group has since told shareholders to take no action with this bid.