LONDON (Reuters) – British online fashion retailer Boohoo said it was willing to discuss board representation with its biggest shareholder Frasers but there needed to be “appropriate governance” to protect its commercial position.
Sportswear and apparel retailer Frasers had on Thursday called for a general meeting of Boohoo shareholders to appoint Mike Ashley as a director and chief executive.
Frasers, majority owned by Ashley, is the biggest shareholder in Boohoo with a stake of around 27%.
Last week, Boohoo said its CEO John Lyttle would step down as the group announced a strategic review that could see it broken up. Its shares are down 30% so far this year.
On Friday, Boohoo said it was reviewing the requisitions with its advisers but wanted to clarify “certain matters raised by Frasers”.
Boohoo noted that Frasers also owns a 23.6% stake in ASOS, which operates in similar markets to both Boohoo and Frasers.
“Whilst the Board remains willing to discuss Board representation with Frasers in a constructive manner, it has been clear with Frasers that before any appointment can be made, appropriate governance will be required to protect the Company’s commercial position and the interests of other shareholders,” Boohoo said.
It said it had sought assurances from Frasers in this regard but they had not to date been provided.
It also said Frasers had previously formally ruled out Ashley for the role and had indicated that its one nominee would be a non-executive director.
Boohoo added that Frasers’ characterisation of Boohoo’s recent 222 million pound ($288 million) debt refinancing is “inaccurate and unfair”.
Frasers had said that it could have facilitated a more favourable outcome.
($1 = 0.7715 pounds)
(This story has been corrected to say that Boohoo shares are down 30% so far this year, not 3%, in paragraph 4)
(Reporting by James Davey; editing by David Evans)
