Accent Group sets up board showdown at AGM amid Frasers takeover bid

Australia’s biggest footwear retailer Accent Group — the subject of a hostile takeover bid — says it is taking its board fight “directly where it should be: in the hands of shareholders”.

Accent, which owns brands like The Athlete’s Foot, Hype DC and Platypus, has urged shareholders reject the $390 million bid lobbed by British retail giant and its biggest shareholder, Frasers Group, in June.

Frasers, run by billionaire founder Mike Ashley, has been scathing of Accent’s performance and called for management and board scalps.

In a notice of its annual general meeting on Tuesday, Accent confirmed all of its non-executive directors — excluding Accent boss Daniel Agostinelli and Frasers’ nominee director David Forsey — have voluntarily put themselves up for re-election on November 20.

Accent chair Lawrence Myers said the participating directors were elected to act in the best interests of shareholders.

“By voluntarily standing for re-election, we are putting the question of board composition directly where it should be: in the hands of shareholders,” he said.

“The board wants to ensure the focus is where it belongs: driving performance in challenging market conditions, executing Accent’s 2030 Strategic Growth Plan and delivering value for all shareholders.”

Mr Myers added Frasers — which has the massive Sports Direct chain at the centre of its empire — has had ample opportunity to put its case to Accent shareholders through its offer. Mr Myers claims Frasers has failed to attract meaningful support.

If the participating directors are re-elected to the board and Frasers votes against Accent’s remuneration report, contributing to a second strike at the AGM, the conditional resolution to spill the board would then be put to shareholders.

It comes more than a year after Frasers signed a deal with Accent to roll out the Sports Direct chain in Australia.

Frasers wants to increase its stake in Accent — currently 22.9 per cent — and secure additional board representation and influence over the retailer, which also owns clothing brand Nude Lucy.

Since launching its takeover bid, Frasers has criticised Accent’s financial performance and capital management under Mr Myers and the current management team.

But Mr Myers on Tuesday said Mr Agostinelli, together with the senior executive team, had put “forward a clear and cohesive plan for the future of the company”.

“Whilst Frasers has offered plenty of criticism, as part of its takeover offer and attempts to obtain greater influence over Accent, it has offered no detailed alternative strategy for the company, beyond a series of criticisms and proposed changes, including that Accent should not pay dividends for the foreseeable future,” he said.

“Frasers is not a neutral commentator. It is both the bidder for Accent and a commercial counter-party under the Sports Direct strategic partnership. Its interests may not always align with those of Accent shareholders as a whole.”

Separately, the corporate cop is investigating suspected insider trading in Accent by Mr Agostinelli and others in the footwear retailer.