Accent Group (ASX: AX1) – Directors Statement on Takeover Bid

Henry Fung

Henry is a co-founder of MF & Co. Asset Management with over 20 years in financial services as a trader and investor, including the past 10 years advising clients and building quantitative trading systems. Henry also maintains a high conviction list of 5 stocks that you can get for free and has a free 5-day course on how professionals use quantitative strategies to find an edge. The concepts in the course are applied in the Quantitative Leveraged ETF L/S Strategy.
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June 22, 2026

Accent Group Limited’s independent board has unanimously rejected Frasers Group’s A$0.65-per-share takeover offer, characterizing the unsolicited bid as opportunistic and materially undervalued.

The independent board committee, which excludes Dave Forsey due to his role as Frasers’ nominee and executive, rested its rejection on a compelling valuation argument. The offer price equals Accent’s last closing price before the announcement but trades below Friday’s close of A$0.74. More striking is that Frasers itself has paid significantly higher prices: A$1.718 per share under a subscription agreement in May 2025 and an average of over A$0.92 per share for on-market purchases just four months earlier in February 2026. The committee further contends that the offer exploits cyclical weakness in discretionary consumer retail, a sector-wide malaise that has weighed on Accent’s share price alongside the broader market over the past 12 months.

The board’s case for rejection gains additional weight from Accent’s 2030 Strategic Growth Plan announced on 13 May 2026. The company targets at least 1.9 billion dollars in revenues, a 9 percent EBIT margin, and approximately 950 stores by the end of the decade. According to the committee, initiatives tied to these targets remain in early implementation stages with benefits yet to materialize. At A$0.65 per share, shareholders would surrender their claim to this anticipated upside while ceding control to Frasers.

Frasers’ stated intentions add context to the board’s position. The group’s bidder statement indicates an objective to increase holdings and secure board representation proportional to its stake. Notably, Frasers expressed comfort with an ownership position below 90 percent if it achieves the influence it seeks. This dynamic prompted the board to argue that Frasers is pursuing control of Accent without compensating shareholders through a control premium. Sports Direct ANZ, identified as a core strategic asset within Accent, appears central to Frasers’ expansion objectives.

Rejecting the offer requires no action; shareholders wishing to retain their stakes need only refrain from selling into the on-market bid. The board has not signaled alternative strategies or rival bidders at this juncture, leaving room for further developments. Investors should track any revised offer price from Frasers, potential approaches from other interested parties, and regulatory milestones surrounding the bid process. This announcement has been classified as price sensitive and flagged as material by the ASX.

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View the full ASX announcement (PDF)

About Accent Group Limited (ASX: AX1)

Accent Group Limited is a retail and distribution company that operates lifestyle footwear, apparel, and accessories stores across Australia and New Zealand. The company manages approximately 903 stores operating under 18 different retail banners and holds distribution rights for 12 international brands including Skechers, Vans, Timberland, UGG, and Dr. Martens. It serves as a major retailer and distributor of branded footwear and fashion products in the Asia-Pacific region.

If you would like to discuss this announcement or how it might affect your portfolio, request a callback or call us on 1300 889 603.

This is general advice only. MF & Co Asset Management has not considered your personal financial needs, objectives or current situation. This information is not an offer, solicitation, or a recommendation for any financial product unless expressly stated. You should seek professional investment advice before making any investment decision.

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