Frasers Group PLC
23 October 2026
23 October 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FRASERS GROUP PLC
Update on investment in HUGO BOSS
Frasers Group plc (Frasers or the Company) is pleased to announce that it has acquired 198,666 shares in HUGO BOSS AG (HUGO BOSS) (the 50% Threshold Transaction) on 23 October 2026, for a consideration of €7,630,761, as a result of which Frasers now holds the following interests in the ordinary no-par value registered shares in HUGO BOSS (the HUGO BOSS Shares):
· 34,468,065 HUGO BOSS Shares, representing 50.08% of HUGO BOSS' total share capital; and
· interests in up to 15,050,100 HUGO BOSS Shares under sold put options, representing up to 21.87% of HUGO BOSS' total share capital.
Details of the 50% Threshold Transaction
The consideration for the 50% Threshold Transaction has been funded by Frasers' existing cash resources.
The 50% Threshold Transaction constitutes a significant transaction for the purposes of the UK Listing Rules made by the Financial Conduct Authority (the UKLR) and is therefore notifiable in accordance with UKLR 7.3.1R and UKLR 7.3.2R. In accordance with the UKLR, the 50% Threshold Transaction is not subject to shareholder approval.
Board's view on the 50% Threshold Transaction
The 50% Threshold Transaction is, in the opinion of Frasers' board of directors (the Board), in the best interests of Frasers and Frasers' shareholders as a whole.
Effects of the 50% Threshold Transaction on the Group's earnings, assets and liabilities
Following the 50% Threshold Transaction, the earnings, assets and liabilities of HUGO BOSS are expected to be consolidated into the earnings, assets and liabilities of Frasers. The earnings, assets and liabilities of the Frasers group (the Group) will thereby be increased, and HUGO BOSS will become a subsidiary of the Group.
The following unaudited pro forma financial information is provided to assist with understanding the potential impact of the 50% Threshold Transaction on the Group's earnings, assets, and liabilities. This information is for illustrative purposes only and is based on a number of significant assumptions set out in Appendix II.
The gross assets of HUGO BOSS as at 30 June 2026 amounted to €3,532.0 million, with net assets of €1,634.0 million at the same date. Both figures are presented under International Financial Reporting Standards (IFRS) and are derived from HUGO BOSS' unaudited financial statements for the six-month period ended 30 June 2026. For the six-month period ended 30 June 2026, HUGO BOSS reported revenues of €1,810.0 million and EBITDA of €272.0 million.
To illustrate the effects of the 50% Threshold Transaction on the Group, the following pro forma information is presented as if the 50% Threshold Transaction had been completed on 26 April 2026.
The unaudited pro forma EBITDA for the combined businesses of Frasers and HUGO BOSS for the 52-week period ended 26 April 2026 was €1,874.3 million (£1,598.9 million). This figure is a combination of Frasers' results for the 52-week period ended 26 April 2026 and a pro rata estimate of HUGO BOSS' performance for the 52-week period ended 26 April 2026. The results for this period are derived by adding HUGO BOSS' results for the six-month period ended 30 June 2026 to its results for the twelve-month period ended 31 December 2025 and then deducting the results for the six-month period ended 30 June 2025. A table of reconciliation of the most directly comparable IFRS financial measure to pro forma EBITDA is set out under the paragraph headed "Use of non-UK IAS measures".
If the 50% Threshold Transaction had completed on 26 April 2026, Frasers would have recognised the fair value of HUGO BOSS' identifiable net assets of €1,634.0 million (£1,394.0 million) plus goodwill (including intangible assets recognised on acquisition) of €981.2 million (£837.1 million). Goodwill reflects the difference between (i) the aggregate of the consideration for the 50% Threshold Transaction of €7.5 million (£6.4 million), the fair value of Frasers' existing shareholding in HUGO BOSS of €1,302.2 million (£1,110.9 million) and the fair value of the non-controlling interest in HUGO BOSS of €1,305.4 million (£1,113.6 million), totalling €2,615.2 million (£2,231.0 million), and (ii) the fair value of the identifiable net assets of HUGO BOSS. As Frasers would hold 50.08% of the shares in HUGO BOSS following the 50% Threshold Transaction, the non-controlling interest, representing the HUGO BOSS Shares not held by Frasers and measured at the price of €38 per HUGO BOSS Share, would be recognised in equity.
Immediately prior to the 50% Threshold Transaction, the carrying value of Frasers' shareholding in HUGO BOSS (recorded in investments in associated undertakings) would decrease by €36.9 million (£31.5 million) to €1,302.2 million (£1,110.9 million) reflecting the revaluation of its existing shareholding in HUGO BOSS at the price of €38 per HUGO BOSS Share, with an equivalent charge being recorded in the income statement. Upon completion of the 50% Threshold Transaction, the carrying value of Frasers' shareholding in HUGO BOSS would be eliminated as part of the consideration.
The cash resources of Frasers would decrease by €7.5 million (£6.4 million) reflecting the use of Frasers' existing cash resources to finance the 50% Threshold Transaction.
Enquiries
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Frasers Group plc |
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Christopher Wootton, Chief Financial Officer |
T. +44 344 245 9200 |
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KBA PR |
T. +44 207 734 9995 |
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Emma Reid, Company Secretary |
T. +44 344 245 9200 |
Disclaimer
Use of non-UK IAS measures
The following Alternative Performance Measure (APM) adopted by Frasers is used in this announcement, in addition to UK-Adopted International Accounting Standards (UK IAS) measures. This APM may be considered in addition to, but not as a substitute for or superior to, information presented in accordance with UK IAS.
EBITDA
In this announcement EBITDA represents earnings before interest, taxes, depreciation, amortisation and impairments/impairment reversals. EBITDA should not be considered in isolation or as a substitute for operating profit or loss, net income or loss, or cash flows provided by operating, investing, and financing activities. The Board believes that EBITDA is an APM that provides further useful information for shareholders on the underlying performance of the Group and is a measure of how business performance is measured internally. EBITDA is not a recognised profit measure under UK IAS and may not be directly comparable with "EBITDA" or alternative profit measures used by other companies.
The following table provides a reconciliation of the most directly comparable IFRS financial measure to pro forma EBITDA. Pro forma EBITDA represents the combined earnings of HUGO BOSS and Frasers before interest, taxes, depreciation, amortisation and impairments/impairment reversals, as if the 50% Threshold Transaction had completed on 26 April 2026.
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HUGO BOSS
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Rounding
Certain figures included in this announcement have been subject to rounding adjustments. Accordingly, figures shown for the same category may vary slightly and figures shown as totals may not be an arithmetic aggregation of the figures that precede them.
Appendix I
Information on HUGO BOSS
HUGO BOSS is a German stock corporation (Aktiengesellschaft) headquartered in Metzingen, Baden-Württemberg, Germany with its shares traded on the regulated market of the Frankfurt Stock Exchange. HUGO BOSS is a leading global fashion and lifestyle company in the premium segment, offering high-quality men's and women's apparel, shoes, and accessories.
As set out in HUGO BOSS' financial statements for the six months ended 30 June 2026, HUGO BOSS had earnings before taxes of approximately €73 million and gross assets of approximately €3.532 billion.
Risks associated with the 50% Threshold Transaction
The risks disclosed below are those which Frasers considers are material risks related to the 50% Threshold Transaction. Shareholders should carefully consider the risks and uncertainties described below, together with all other information contained in this announcement. The risks described below are not set out in any order of priority, assumed or otherwise. The risks and uncertainties described below are not intended to be exhaustive and are not the only risks that the Group faces.
A significant minority shareholding remains in HUGO BOSS
Following the 50% Threshold Transaction, approximately 49.92% of the HUGO BOSS Shares continue to be held by other shareholders. HUGO BOSS Shares are also traded on the regulated market of the Frankfurt Stock Exchange. Under German law, the HUGO BOSS Management Board manages the day-to-day activities of the company reporting to the HUGO BOSS Supervisory Board. As a result, Frasers' ability to influence HUGO BOSS' day-to-day business activities may be limited.
The performance of HUGO BOSS may differ materially from Frasers' expectations
Frasers' assessment of the performance and future prospects of HUGO BOSS and its business is based on a number of assumptions, including relating to profitability, growth and that there will be no material adverse change to HUGO BOSS' business as a direct result of the 50% Threshold Transaction.
Accordingly, there can be no assurance that Frasers' assessment regarding the performance and future prospects of HUGO BOSS' business is correct, and the actual performance and future prospects of HUGO BOSS may differ materially from Frasers' current expectations. In addition, dealing with any material adverse changes in HUGO BOSS' business as a direct result of the 50% Threshold Transaction may require significant time and effort on the part of certain members Frasers' management team.
Aggregated transactions
Since 18 August 2026 (being the date Frasers announced the results of its voluntary public takeover offer to acquire all of the HUGO BOSS Shares (the Offer)), Frasers has completed acquisitions of interests in HUGO BOSS, including but not limited to acquisitions of HUGO BOSS Shares, options or other rights to acquire interests in HUGO BOSS Shares, derivatives or other financial instruments the price of which was referenced to, or provided economic exposure to, HUGO BOSS Shares (the Prior Trades). The Prior Trades have been entered into with one or more counterparties and, in the case of any put options, with a range of expiry dates. The net amount of consideration payable by Frasers if all outstanding put options under the Prior Trades were exercised in full by the relevant counterparties would be up to approximately €501.1 million (approximately £427.5 million) for an interest in 15,050,100 HUGO BOSS Shares.
Significant change in the Group's financial position
Save for:
(a) the takeover offer to acquire all of the fully paid ordinary shares in Accent Group Limited not already held by Frasers, as announced on 15 June 2026;
(b) the sale of the Group's interest in Sports Direct Malaysia, as announced on 1 July 2026;
(c) the Group's acquisition of Harvey Nichols, as announced on 13 August 2026;
(d) the acquisition by Frasers of 12,157,598 HUGO BOSS Shares pursuant to the Offer, as announced on 18 August 2026; and
(e) the 50% Threshold Transaction and the Prior Trades, as described in this announcement,
there has been no significant change in the financial position of the Group since 26 April 2026, being the end of the last financial period for which the audited financial information of the Group has been published.
Information incorporated by reference
Unless otherwise indicated, the following sets out the additional information in respect of the 50% Threshold Transaction as required by UKLR 7 Annex 2 Part 3:
· material contracts of each of the Group and the group of HUGO BOSS (HUGO BOSS Group); and
· legal and arbitration proceedings in respect of each of the Group and HUGO BOSS Group,
which are set out in Frasers' announcement dated 10 June 2026 in relation to the Offer and are incorporated by reference into this announcement pursuant to UKLR 7.3.6R. The relevant announcement can be accessed at:
https://www.londonstockexchange.com/news-article/FRAS/cash-offer-for-hugo-boss-ag/17633745.
Appendix II
In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.
1. All references to HUGO BOSS Shares are to HUGO BOSS no-par value registered shares.
2. HUGO BOSS has in issue 68,821,052 HUGO BOSS Shares.
3. Unless otherwise stated:
(a) financial information relating to the Group has been extracted or derived from the audited annual report and accounts for Frasers for the 52-week period ended 26 April 2026, which has been prepared on the basis of UK IAS and the Companies Act 2006, without material adjustment; and
(b) financial information relating to HUGO BOSS has been extracted or derived from the unaudited interim report and accounts for HUGO BOSS for the six months ended 30 June 2026, which has been prepared pursuant to the German Securities Trading Act in accordance with IFRS.
4. The preparation of pro forma financial information is based on the following principal assumptions:
(a) the unaudited balance sheet of HUGO BOSS as of 30 June 2026 was extracted from HUGO BOSS' interim financial statements for the six-month period ended 30 June 2026. For the purposes of the pro forma financial information, this is assumed to be a reasonable proxy for HUGO BOSS' financial position as at 26 April 2026, and the carrying values of HUGO BOSS' net assets are assumed to approximate their fair values. No adjustments have been made for any changes that may have occurred in the intervening period;
(b) the EBITDA for each of Frasers and HUGO BOSS is presented before the impact of exceptional items and transaction-related costs;
(c) a foreign exchange rate of £1.00:€1.172196;
(d) the pro forma EBITDA of HUGO BOSS has been calculated for the twelve-month period ended 30 June 2026, being the most recent twelve-month period for which HUGO BOSS has published financial information. This is used as a proxy for HUGO BOSS' performance for the 52-week period ended 26 April 2026;
(e) for the purposes of the pro forma financial information, HUGO BOSS is assumed to be a subsidiary of Frasers controlled for the purposes of IFRS 10 Consolidated Financial Statements and is consolidated in full from 26 April 2026; and
(f) the pro forma financial information has been prepared for illustrative purposes only. By its nature, it addresses a hypothetical situation and does not represent the Group's or HUGO BOSS' actual financial position or results.
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