Accent Group board rejects Frasers’ “best and final” A$0.65 offer
The Independent Board Committee (IBC) of Accent Group (ASX: AX1) has confirmed that Frasers Group plc’s “best and final” declaration does not alter its recommendation that Accent Shareholders REJECT the Offer. The announcement is dated 28 October 2026.
The Offer Price is A$0.65 per Accent Share under Frasers’ unsolicited on-market takeover bid for all Accent Shares that Frasers and its associates do not already own. Frasers declared the price “best and final” as to consideration, meaning it will not be increased.
The IBC comprises all Accent Directors other than Mr David Forsey, Frasers’ nominee on the Accent Board. It continues to UNANIMOUSLY RECOMMEND that Accent Shareholders reject the Offer.
The price is the same A$0.65 that the IBC unanimously recommended shareholders reject in its Target’s Statement and subsequent Supplementary Target’s Statements. According to the IBC, it has failed to attract meaningful Shareholder support.
Frasers had previously extended its offer by two months to 30 September 2026 without changing the price, a pattern the IBC met each time with the same recommendation to take no action.
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How shareholders can reject the Offer
An unsolicited on-market takeover bid is an offer made directly to shareholders, without the target board’s invitation, to buy shares through the market. A “best and final” declaration means the bidder states the consideration will not be increased.
A control premium is the extra amount a buyer pays above the ordinary share price for the ability to control a company. The IBC’s view is that the Offer provides no control premium.
To reject the Offer, the announcement says shareholders simply need to TAKE NO ACTION:
- Do not sell your Accent Shares into the Offer.
- Do not instruct your broker or controlling participant to sell your Accent Shares into the Offer.
All IBC Members intend to REJECT the Offer in respect of all Accent Shares which they own or control.
The IBC’s case against Frasers’ claims
The IBC characterises Frasers’ actions as those of a shareholder seeking to increase its influence over the Accent Board and try to obtain control of Accent without paying Accent Shareholders for that control. The points below set out the IBC’s view.
Frasers’ statements in context
On 26 October 2026, in an open letter to Accent’s Chairman, Mr Lawrence Myers, Frasers stated that “Frasers is not seeking control of the Board” and that the AGM “is not about control”. The IBC asks shareholders to consider these claims in context:
- Frasers launched an unsolicited takeover bid for all the Accent Shares it does not already own, while offering no premium for control.
- Frasers’ Bidder’s Statement states that an objective of its Offer was to reach at least 26% ownership, seek additional Board influence and use that influence to effect the changes to Accent that it considers necessary.
- Frasers has declared the Offer Price “best and final” and is urging Accent Shareholders to “act now and accept”.
Pressure tactics alleged
In the IBC’s view, the “best and final” declaration and the call to “act now and accept” are an attempt to pressure Accent Shareholders to accept an Offer that has not secured any meaningful support to date. The IBC adds that this also increases Frasers’ voting power ahead of the upcoming Annual General Meeting (AGM).
| Frasers’ position | IBC’s view |
|---|---|
| Frasers is not seeking control of the Board; the AGM is not about control (26 October 2026 letter) | Frasers launched an unsolicited bid while offering no premium for control |
| Offer Price of A$0.65 is “best and final” | An attempt to pressure shareholders to accept an Offer that provides no control premium |
| Shareholders should “act now and accept” | Also increases Frasers’ voting power ahead of the AGM |
What happens next for Accent shareholders
The AGM, which the company says is important and may have significant implications for the composition and control of the Board, is approaching. Shareholders can vote before the meeting, directly or by proxy, online at www.investorvote.com.au or by returning the Voting Forms to Computershare by fax on +61 3 9473 2555 or by post to GPO Box 242, Melbourne, Victoria 3001.
Key dates:
- Voting deadline for the AGM: 10.00am AEDT on 18 November 2026.
- Voting deadline for the Conditional Spill Meeting: 12.00pm AEDT on 18 November 2026.
- Accent AGM: 10:00am (AEDT) on Friday, 20 November 2026.
The Directors other than CEO and Managing Director Mr Daniel Agostinelli and Frasers’ nominee director Mr David Forsey (the Participating Directors) have voluntarily decided to stand for re-election at the AGM. Mr Agostinelli will not stand for election as part of the voluntary re-election process, which applies to the Non-Executive Directors. Mr Forsey is not participating in it.
Mr Matthew Durbin, Finance Director, was appointed by the Board on 25 February 2026. Irrespective of the voluntary initiative, he is required under Accent’s Constitution and the ASX Listing Rules to stand for election at the AGM to confirm his appointment.
The Board’s message is that a vote in favour of the Board is a vote for Accent continuing to be governed in the interests of all Accent Shareholders, not a single substantial shareholder that is also a commercial counterparty.
Shareholders with questions about the Offer, the meetings or how to vote can call the Accent Shareholder Information Line on 1300 121 025 within Australia or +61 3 9415 4126 outside Australia, Monday to Friday between 8.30am and 5.30pm (AEDT).
Investors weighing what the AGM means for the company’s direction can read our full explainer on Accent’s Vision 2030 strategy, which sets out the $1.9 billion sales target, the 9% EBIT margin goal and the FY27 profit catalysts management is relying on.
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