Frasers Group – the United Kingdom-based retail business behind Sports Direct – has issued a new supplementary statement calling for shareholders at Accent Group to buy into its takeover offer, and this time taking aim at Accent’s recent corrections.
In mid-June, Frasers tabled a shareholder takeover bid of Accent Group, with an offer price of $0.65 per share. Accent Group – the clothing and footwear entity behind the likes of Platypus, Hoka, The Athlete’s Foot and, more recently, Sports Direct – quickly rejected the offer via an independent board committee (IBC) and told its shareholders to do the same.
Early last month, Frasers reached out to the Takeovers Panel for help, as it took umbrage with some of the reasoning behind Accent’s rejections. Following a review, Accent issued a new statement to shareholders, correcting some of the key claims it made in its initial statement. The Takeovers Panel then declined to proceed with a formal review, essentially accepting Accent’s corrections.
“Think about what this means,” Frasers shared in its newest supplementary statement today. “It took an application by us and a request from the Takeovers Panel to make the Accent Board disclose what it should have disclosed to you in the first place.
“We regard that as a plain failing – and not a minor, technical or legal one.”
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.
Some of the key claims in Accent’s original statement against Frasers’ bid included highlighting that Frasers’ offer price is lower than Accent’s current share price, which has been hovering above $0.70 since the offer was tabled.
Accent also questioned Frasers’ timing of the offer during a tough trading environment for fashion and footwear retailers; past trading prices of Accent; and the prices paid by Frasers earlier this year for Accent shares, including purchases at $1.718 per share in 2025 and an average price above 92 cents per share earlier this year.
Notwithstanding Accent's corrective disclosures, Frasers Group still believes Accent’s statements do not actually address the substance of its concerns.
“In our opinion, the Accent Board has no reasonable basis to make the Undervalue Statements and, in our view, Accent has admitted as much in the [corrective disclosure statement],” the group shared in its statement today.
“Look at how far the IBC's case has narrowed. In the Target's Statement, the IBC gave you eight reasons to reject our offer, with only five going to the value of your shares. Four of those five reasons have since been materially qualified or otherwise diminished by Accent.”
These four arguments include the spotlighting of Accent’s 2030 Strategic Growth Plan, share price and volume-weighted average prices (VWAP) comparisons, prices previously paid for shares by Frasers, and the timing of Frasers’ bid.
Accent’s corrective statement declared that the 2030 growth plan – which targets at least $1.9 billion in sales, a 9 per cent EBIT margin and around 950 stores by FY30 – was not, on its own, determinative, and did not assume that the 2030 targets would be achieved in full.
Frasers added that the share price and VWAP comparison disclosures have been corrected, with Accent conceding them to be “contextual market reference points and not as valuations of Accent shares.”
“In fact,” Frasers noted here, “the most relevant windows closest to our offer, which the IBC conveniently chose to exclude from the Target's Statement, show a premium of 6% to the 5-trading day VWAP and 12% to the 1-month VWAP.
As for timing, Accent claimed Frasers was bidding during cyclical weakness given the current economy and consumer market, with Frasers noting this is “precisely the point.”
“The IBC is relying on a cyclical recovery to make its value case,” Frasers noted.
“That leaves a single value reason standing: we have not offered to pay a premium for control. That is not a valuation of your company. It is a complaint that our Offer was not higher, from an IBC that will not say what the company is worth.”
Frasers also shared that it has serious concerns about Accent’s FY26 results. Accent is set to share these results on August 21.
For the first half of FY26, Accent reported a 40 per cent slip in its net profit after tax (NPAT), hitting $28.1 million. This comes alongside a 2.3 per cent lift in total sales to $865.2 million, with owned sales (excluding The Athlete’s Foot franchises) up 5.7 per cent.
The group also reported a drop in its reported earnings before interest and tax (EBIT). For the first half of FY26, group EBIT was $56.5 million, which is down from $80.6 million in the first half of FY25.
According to Accent Group, the result is in line with the EBIT guidance range of $55 million to $60 million provided in its late November 2025 trading update. Pro forma EBIT from continuing business for the first half of FY26 was $72.7 million.
For the first 18 weeks of the second half, Accent reported a 1 per cent drop in like-for-like sales.
Frasers noted that the IBC's case for making the Undervalue Statements rests heavily on an assumed cyclical recovery, and on long-dated aspirations that, in its view, Accent's current performance simply does not support. “Hope is not a valuation,” Frasers said.
In its initial response to this particular argument, Accent shared that total sales growth and comp sales are different measures.
“Accent’s total sales growth is driven not only by like‑for‑like sales but by new store openings, The Athlete’s Foot franchise reacquisitions, the roll‑out of Sports Direct and continued growth from Hoka, Lacoste and scaling the Group’s vertical brands (Nude Lucy and ODE) – none of which are captured in a like‑for‑like metric,” Accent noted.
Accent continues to tell shareholders to reject Frasers' offer.