Boohoo Group has issued a fresh response to Frasers Group, as the two retail giants continue their battle ahead of Boohoo’s general meeting on 20 December.

In a statement released this morning (13 December), Boohoo’s board responded to Frasers’ latest open letter, which challenged the recommendations of proxy advisors Glass Lewis and ISS that shareholders vote against the proposed resolutions to appoint Mike Ashley and Mike Lennon to the board.

The board said: “Frasers states that it is now responding to all of the requested governance commitments set out in boohoo’s announcement dated 10 December 2024, but to be clear it has refused to agree to a number of the key protections, including a standstill restriction preventing future hostile acts.”

Boohoo reiterated its stance against Ashley and Lennon’s appointments, stating: “Consistent with the recommendations of Glass Lewis and ISS, it will not recommend the appointment of Mike Ashley (a major competitor) or Mike Lennon to the Board in any circumstances, whatever commitments are offered by Frasers, given their irreconcilable conflicts of interest given their embedded relationship with Frasers and Frasers’ prior form.”

The board suggested it could consider offering Frasers a single seat on the board but only if the retail giant nominates an “appropriate candidate for the role of non-executive director (not Mike Ashley and Mike Lennon), who can act without any conflict of interest and Frasers agrees to the governance commitments that boohoo has requested and which Mr. Kamani has agreed to provide.”

Boohoo also accused the Sports Direct owner of cherry-picking its commitments, highlighting that: “Frasers’ most recent letter makes it clear that when it comes to protecting minority shareholders, Frasers will decide which commitments it wishes to give and on what terms.”

Boohoo Group Chair Tim Morris added: “The board has consistently said that due to obvious conflict points and because of their historical ties to Frasers, Mike Ashley and Mike Lennon are not appropriate candidates to join the Board in any circumstances, whatever commitments are offered.

“Notwithstanding that, Frasers continues to refuse to agree to a number of the key protections that the board would require should an appropriate representative be nominated. These are key issues which need to be addressed for the protection of all Shareholders and it is not for Frasers to pick and choose which commitments it will give.”

Frasers, which holds a 27% stake in Boohoo, has previously criticised the online retailer’s “dismal results, lack of transparency, terrible refinancing, and further supply chain allegations” and has demanded that Mike Ashley take over as chair, alongside restructuring expert Mike Lennon as a director.

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