Frasers Says 65 Cents Is Its Final Word on Accent, and Accent’s Board Says No Again

The contest for control of ASX-listed retailer Accent Group has moved to the shareholder register and the annual general meeting. On Wednesday 28 October, Mike Ashley’s Frasers Group declared its offer of A$0.65 a share “best and final”, and Accent’s independent directors responded the same day by repeating their recommendation that shareholders reject it.

The bid

Frasers’ unsolicited on-market takeover bid was first set out in a bidder’s statement dated 15 June 2026. According to Frasers’ filing, as summarised by Kalkine, the offer is unconditional, pays cash two trading days after acceptance, and is scheduled to close at 4pm Sydney time on Friday 29 January 2027.

“The offer price has been declared best and final and will not be increased,” Frasers told investors, Inside Retail reported. “Frasers encourages Accent shareholders to act now and accept the offer.”

Frasers argued that no competing proposal had emerged in more than four months, noted that Accent shares had closed between 65 and 66 cents since 7 October, and warned the share price could fall after the offer closes. It also criticised Accent for continuing to prioritise shareholder distributions “during a period of material earnings pressure, increased borrowings and ongoing growth investment obligations”, including under its Sports Direct retail agreement, calling that approach “neither sustainable nor prudent”.

Accent’s response

Accent’s Independent Board Committee, comprising all directors other than Frasers’ nominee David Forsey, said the declaration did not change its view and unanimously recommended shareholders reject the offer by taking no action. It said the bid offers no premium for control, and pointed to Frasers’ own bidder’s statement, which said an objective was to reach at least 26% ownership and use additional board influence to make the changes Frasers considers necessary.

“In the IBC’s view, this is an attempt to pressure Accent Shareholders to accept an Offer that provides no control premium, while also increasing Frasers’ voting power ahead of the upcoming AGM,” the committee said. Its members intend to reject the offer for all shares they own or control.

The committee also drew attention to a 26 October open letter in which Frasers told Accent chairman Lawrence Myers that “Frasers is not seeking control of the Board” and that the AGM “is not about control”, and urged shareholders to weigh those claims against the bid’s stated objectives.

The real test: 20 November

Accent’s directors, other than chief executive Daniel Agostinelli and Frasers’ nominee, are voluntarily standing for re-election at the AGM at 10am AEDT on Friday 20 November, alongside a conditional spill meeting. Proxy votes are due by 10am AEDT on 18 November for the AGM and noon for the spill meeting. “This action enables all shareholders to directly decide how they want their company to be run,” Mr Myers said when the re-election plan was announced.

The case is a reminder for any listed company with a large shareholder that is also a commercial partner: an on-market bid without a premium can still shift the balance of votes. Accent describes Frasers as “a single substantial shareholder that is also a commercial counterparty”. Shareholders now have two decisions to make, whether to sell into the offer and how to vote on the board.

Sources: Accent Group ASX announcement, 28 October 2026; Frasers Group filing, 28 October 2026, as reported by Kalkine and Inside Retail (28 October 2026).