Frasers holds final offer at A$0.65 a share for Accent

Key Facts

Frasers Group said on October 28 that its cash offer of A$0.65 a share for Accent Group was its best and final offer, confirming it would not raise the price, according to a Ragtrader report. The offer covers all Accent shares not owned by Frasers or its related companies. The group said the offer is unconditional and shareholders who accept will receive cash consideration after two trading days. The offer is scheduled to expire on January 29, 2027, giving shareholders time to decide before the deadline. These terms set a fixed cash offer against Accent’s board recommendation to reject it.

Frasers said no competing offer had emerged in more than four months since its offer was announced, and that it considers the prospect of one emerging now very low. In defending its price, it warned that Accent shares could fall after the offer expires. It said the shares had closed between A$0.65 and A$0.66 since October 7, a range close to the offer price. These levels were cited by Frasers in its Ragtrader report and are not an independent price series verified by EL7. The group linked the warning to the possibility that shareholders could lose the chance to receive the cash consideration on offer if the deadline passes without their acceptance.

By contrast, Accent’s independent board committee unanimously recommended rejecting Frasers’ unsolicited offer and asked shareholders to take no action and not sell their shares into it. Accent said selling under the offer ends a shareholder’s ownership of those shares and does not allow the sale to be withdrawn, reconsidered or reversed. The shareholder would also be unable to benefit from any subsequent price increase or a better offer if one emerged after the sale. Shareholders therefore face a choice between accepting a set cash consideration under the offer’s terms and retaining their shares with the associated future risks. Frasers presented those risks in its statement as a reason to consider its offer before it expires.

Frasers cited earnings pressures, rising borrowing and ongoing investment commitments among its arguments for criticising Accent’s prioritisation of shareholder distributions. Among the growth commitments it cited was the retail agreement with Sports Direct. The group said shareholders who continued to hold their shares could face dilution if Accent issued new securities, or higher debt if the company borrowed to fund its future spending. On distributions, Accent said Frasers did not support paying dividends for the foreseeable future, while Accent’s board intended to continue distributions. That puts the returns policy at the heart of the dispute over the company’s financial direction after the offer.

The standoff comes as Accent’s statutory operating profit for fiscal 2026 fell 69.1% to A$34 million, according to Ragtrader. The report attributed the decline to non-cash impairment charges, losses from closed businesses, and restructuring and advisory costs related to Frasers’ offer. Impairment charges totalled A$48.6 million. These items distinguish the statutory profit result from the factors that affected it during the year, without changing the scale of the reported decline. Accent operates brands including Hype DC, Platypus and The Athlete’s Foot, according to the report.

Accent said Frasers held a 22.90% voting stake in the company, according to information cited by the Australian Takeovers Panel on July 7, 2026. That influence comes amid a broader discussion about the board; non-executive directors announced in September that they were willing to stand for re-election, according to Inside Retail Australia. Accent shareholders are scheduled to hold their annual meeting on Friday, November 20, 2026, and vote on the re-election of board members. The company said a conditional proposal to reconstitute the board would be put forward if at least 25% voted against the remuneration report at the meeting. The annual meeting gives shareholders a near-term opportunity to consider the company’s governance, while Frasers’ offer remains open until January.