Frasers Group plc: Announcement pursuant to section 14(3) sentence 1 no. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG)
PR Newswire
SHIREBROOK, England, June 25, 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION
SHIREBROOK, England, June 25, 2026 /PRNewswire/ -- As of today, the offer document for the voluntary public takeover offer by Frasers Group plc, Shirebrook, United Kingdom (the "Bidder"), to the shareholders of HUGO BOSS AG, Metzingen, Germany ("HUGO BOSS"), for the acquisition of all non-par value registered shares of HUGO BOSS which are not directly held by the Bidder, each share representing a proportionate amount of EUR 1.00 of the share capital of HUGO BOSS (ISIN DE000A1PHFF7), as well as a non-binding English translation thereof are available for distribution free of charge at BNP Paribas S.A. Niederlassung Deutschland, Senckenberganlage 19, 60325 Frankfurt, Federal Republic of Germany (requests stating the complete postal address via fax to +49(0)69 – 1520 5277 or via e-mail to frankfurt.gct.operations@bnpparibas.com).
Furthermore, the German version of the offer document and a non-binding English convenience translation thereof are available on the internet at https://www.fg-germany.com.
25 June 2026
Frasers Group plc
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Important notice:
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of HUGO BOSS or the Bidder. The definitive terms of the voluntary public takeover offer, as well as further provisions concerning the voluntary public takeover offer, are set out in the offer document, the publication of which has been approved of by the German Federal Financial Supervisory Authority (BaFin). Investors and holders of shares in HUGO BOSS are strongly advised to read the offer document and all other relevant documents regarding the voluntary public takeover offer, since they contain important information. Where appropriate, it is furthermore recommended to seek independent advice in order to receive a competent assessment regarding the contents of the offer document and the voluntary public takeover offer.
The voluntary public takeover offer has been published exclusively under the laws of the Federal Republic of Germany, in particular in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG") as well as certain applicable provisions of the U.S. Securities Exchange Act. The documentation relating to the voluntary public takeover offer is or will be available at https://www.fg-germany.com. Any contract that is concluded on the basis of the voluntary public takeover offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder and/or persons acting jointly with the Bidder within the meaning of section 2(5) WpÜG may acquire, or make arrangements to acquire, HUGO BOSS Shares other than pursuant to the Offer, on or off the stock exchange, or enter into purchase agreements for this purpose, provided that such purchases or acquisitions or arrangements to acquire HUGO BOSS Shares do not take place within the United States and comply with the applicable German statutory provisions, in particular WpÜG and the German Ordinance on the Contents of the offer document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung). To the extent required under the WpÜG, the Offer Price will be adjusted if a higher consideration is paid or agreed outside of the Offer Document. The same applies for other securities that are directly convertible into, exchangeable for or exercisable as option rights for HUGO BOSS Shares. Information about such acquisitions or arrangements to acquire, stating the number of HUGO BOSS Shares acquired or to be acquired and the consideration granted or agreed, will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction as well as on the Bidder's website at https://www.fg-germany.com.
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