# boohoo responds to open letter from Frasers Group

- Link: https://www.directorstalkinterviews.com/boohoo-responds-to-open-letter-from-frasers-group/4121175393
- Published: 2024-10-25T07:26:34+01:00
- Author: Amilia Stone

**[boohoo](https://www.directorstalkinterviews.com/company/boohoo/boo.l) Group plc**(
LON:BOO), a leading online fashion group, has noted the announcement and accompanying
letter issued by Frase[rs Group plc](https://www.directorstalkinterviews.com/ftse-company/rs-group/rs1.l)
on 24 October 2024. While the Board of boohoo continues the process of reviewing
the requisitions with its advisers, it is issuing this announcement to give clarification
on certain matters raised by Frasers.

The Board is focused on ensuring it takes the right steps to drive boohoo Group 
in the interest of all shareholders. As announced on 18 October 2024, it is proactively
reviewing options for each division to unlock and maximise shareholder value for
all shareholders.

**BOARD REPRESENTATION**

The Board has neither delayed responding to Frasers’ requests for Board representation
nor ignored them.

Frasers’ wish for Mike Ashley to be appointed as a Director and Chief Executive 
Officer was first communicated by Frasers to boohoo at an in-person meeting on the
evening of Friday 18 October 2024, when Frasers sought to establish a 48-hour deadline
for the Board to confirm that it would proceed to make this appointment. This was
the first occasion on which Frasers had identified its preferred Board candidate
and followed Frasers having formally ruled out Mr Ashley for the role on 9 October
2024 and having previously and consistently indicated that its one nominee would
perform a non-executive role.

As shareholders will be aware, Mr Ashley is a 73% shareholder in Frasers; in addition,
Frasers owns a 23.6% stake in ASOS plc (“ASOS”), and both Frasers and ASOS operate
in similar markets to boohoo. These are important facts that need to be taken into
account and carefully considered by the Board.

Whilst the Board remains willing to discuss Board representation with Frasers in
a constructive manner, it has been clear with Frasers that before any appointment
can be made, appropriate governance will be required to protect the Company’s commercial
position and the interests of other shareholders. boohoo has sought assurances from
Frasers in this regard and they have not to date been provided. 

**CEO ROLE**

The separate appointment of a CEO is a critical Board decision which requires careful
consideration and proper governance. A process, overseen by the Board, and which
started prior to the meeting with Frasers on 18 October, is well underway and John
Lyttle, the current CEO, will remain in the role until its conclusion.

**DEBT REFINANCING**

Frasers’ characterisation of boohoo’s recent debt refinancing is inaccurate and 
unfair. The refinancing provides certainty for the Company around its future requirements
and is supported by its existing group of high street banks.

The Company’s approach to its recent debt refinancing was discussed on numerous 
occasions with Frasers and its advisers. As part of those discussions Frasers were
advised that the Board would be pleased to consider any alternative proposals they
might wish to present, but none were forthcoming.

**boohoo will publish its interim results in November. In the meantime, shareholders
are strongly advised to take no action in respect of Frasers’ proposals.**

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