Target Statement – Accent Group

Frasers Group Unsolicited On-Market Takeover Offer

The Independent Board Committee unanimously recommends that Accent shareholders REJECT Frasers' unsolicited on-market takeover offer.

To reject the Offer, TAKE NO ACTION and do not sell your Accent shares into Frasers' on-market bid.

If you sell your Accent shares into Frasers' on-market bid, you will cease to hold those shares and will not be able to withdraw, reconsider or reverse that sale. You will also not receive the benefit of any later increase in the Offer Price, any superior proposal that may emerge or any future upside in Accent.

Key Message

Accent's Independent Board Committee recommends that shareholders REJECT Frasers' Offer for the reasons set out in Accent's ASX announcements and Target's Statement. Shareholders should read the Target's Statement in full before deciding what to do.

A full version of the Target's Statement can be found Here.

Announcements

Shareholder Information Line

If you have any questions in relation to the Offer, the Target's Statement, or to request a printed copy of the Target's Statement (free of charge), please call the Accent Shareholder Information Line on:

  • 1300 121 025 (within Australia); or
  • +61 3 9415 4126 (outside Australia)

between 8:30am and 5:00pm (Melbourne time), Monday to Friday (excluding public holidays).

Key Dates

Bidder's Statement Target's Statement Offer Period Commences Scheduled Offer Period Close Date
15 June 2026 29 June 2026 30 June 2026 4pm Sydney Time, 30 July 2026

These dates are indicative only and may change as permitted under the Corporations Act.

FAQ

This Target's Statement is Accent's formal response to the Offer made by Frasers, including the unanimous recommendation of the IBC to REJECT the Offer.

This Target's Statement is an important document. Should you have any doubt about how to deal with this document, you should consult your financial, legal, tax or other professional adviser.
The Bidder's Statement is the document dated 15 June 2026 prepared by Frasers setting out the terms of the Offer, a copy of which was lodged with ASIC and released to ASX on 15 June 2026.

You should have received, or will receive, a copy of the Bidder's Statement from Frasers.
Frasers is making an Offer to acquire all of your Accent Shares by way of an on-market takeover bid for the Offer Price per Accent Share.

Refer to section 9 of the Bidder's Statement for further terms of the Offer.
The Offer Price is $0.65 per Accent Share.
The Offer is made by Frasers, a substantial shareholder of Accent as at the Last Practicable Date.

Information in relation to Frasers is set out in section 3 of the Bidder's Statement.
Yes. Takeover bids like the Offer are often labelled 'hostile' because the Bidder (in this case Frasers) is making an offer to the target's shareholders without the endorsement or support of the non-conflicted directors of the Target, being the members of the IBC.

The Offer, as announced by Frasers on 15 June 2026, was unsolicited and made without any prior notice to or consultation with Accent.
The IBC has carefully considered the Offer to assess whether it is in the best interests of Accent Shareholders as a whole.

The IBC Members unanimously recommend that Accent Shareholders REJECT the Offer by TAKING NO ACTION.

The IBC's recommendation is given as at the date of the Target's Statement, and the IBC Members reserve the right to change their recommendation if circumstances change.
To REJECT the Offer, simply DO NOTHING and TAKE NO ACTION in relation to any documents sent to you by Frasers.
If you accept the Offer, you will sell your Accent Shares to Frasers on-market at the Offer Price. Once that sale has occurred:
  • you will cease to hold those Accent Shares;
  • you will not be able to withdraw, reconsider or reverse your sale;
  • you will not receive the benefit of any later increase in the Offer Price for those Accent Shares;
  • you will not be able to participate in any superior proposal that may emerge for those Accent Shares;
  • you will no longer have exposure to Accent in respect of those Accent Shares, including any future increase in the value of Accent Shares, future dividends or other benefits; and
  • you may incur brokerage, fees or other charges imposed by your broker or Controlling Participant.
The IBC unanimously recommends that you REJECT the Offer by TAKING NO ACTION.
No. Once you accept the Offer, you will not be able to revoke your acceptance as you will have sold your Accent Shares on market.
You will not be entitled to any increased Offer Price if you have sold your Accent Shares on market.

Conversely, if you have accepted the Offer, you will not be able to participate in any alternative proposal provided by Frasers or a third party for your shares.
A copy of the Target's Statement can be found here.
A copy of the Target's Statement can be obtained by contacting the Accent Shareholder Information Line on:
  • 1300 121 025 (within Australia); or
  • +61 3 9415 4126 (outside Australia)
between 8:30am and 5:00pm (Melbourne time), Monday to Friday (excluding public holidays).
If you have any questions about the Offer, please contact the Accent Shareholder Information Line on:
  • 1300 121 025 (within Australia); or
  • +61 3 9415 4126 (outside Australia)
between 8:30am and 5:00pm (Melbourne time), Monday to Friday (excluding public holidays).