Boohoo Group Plc Urges Shareholders to Reject Frasers Group Proposals

Boohoo (LON:BOOH) Group Plc's board of directors has urged shareholders to reject proposals from Frasers Group, including the appointment of Mike Ashley and Mike Lennon as directors.

The board's appeal stems from concerns about potential conflicts of interest and the disruptive influence Frasers may have on the company. In a stock exchange filing, Boohoo's board stated that Frasers' actions appear to be driven by self-interest rather than the interests of Boohoo’s shareholders.

The board referred to Frasers’ prior involvement with Studio Retail Group, which went into administration before being acquired by Frasers, as an example of Frasers using its minority stake to gain control.

Boohoo's board highlighted the lack of governance commitments from Frasers, including assurances that any transactions would be conducted at arm's length and that Frasers would avoid unsolicited bids for Boohoo or its assets—requests that were reportedly ignored.

Additionally, the board noted that shareholders deserve protection from conflicts of interest that arise when a competitor seeks board representation without a clear intent to acquire the company. They criticized Frasers' proposed protocols as insufficient, offering only minimal legal safeguards.

In response, Boohoo has taken several steps: appointing Dan Finley as CEO, launching a business review, and securing equity capital to enhance its financial position, all aimed at promoting long-term growth and maximizing shareholder value.

The board has reiterated its recommendation for shareholders to vote against Frasers' resolutions at the upcoming general meeting.