Tracing the Boohoo, Frasers debacle: A look at the ‘war of words’ between fast fashion’s biggest players

On Friday, December 20, the boardroom battle between the UK’s biggest fast fashion players, Boohoo Group and Frasers Group, came to a head. Boohoo shareholders agreed that Frasers would not, at this time, get board representation. The result came after what essentially developed into a public spat between the two groups, unfolding in back-and-forth of criticism and apparent resentment that neither one would back down or give in to the whims of the other.

To understand the magnitude of this debacle, we cast our minds back to when Frasers and Boohoo first found each other within the same realm. Here is a brief summary of what took place;

June 20, 2023:

Frasers snapped up its first stake in Boohoo Group amounting to 5 percent of the company’s shares, officially making it one of the retailer’s major shareholders. At the time, the motivation was rooted in Boohoo’s position with younger female consumers, making it an “attractive proposition” for Frasers. The group has since become Boohoo’s largest shareholder, holding a 27 percent stake.

January 11, 2024:

Boohoo comes under fire for ‘Made in the UK’ claims which, according to a BBC Panorama investigation, were allegedly false. The media outlet unveiled evidence that around 250 Boohoo-made garments bearing the tag were actually made in South Asia. Boohoo said the mislabelling was a result of “human error”.

February 1:

Boohoo clashes with lenders after those behind a 75 million pounds portion of its debt refused to extend the payment deadline by another year.

May 8:

Losses widened to nearly 160 million pounds at Boohoo as it tackled "difficult market conditions” for the year to February 29. Over this period, sales fell 17 percent to 1.46 billion pounds, however, core brands welcomed a “positive trend” in performance.

May 28:

Three Boohoo executives which were due million pound payouts as part of an incentive plan–despite not meeting their financial targets–waive their bonuses following shareholder backlash towards the scheme. It is from this moment that rising impatience from investors becomes outwardly apparent.

July 29:

A report by Bloomberg alleges that Boohoo hires advisors at FTI Consulting to discuss refinancing part of its 325 million pounds debt.

September 11:

Boohoo revealed that it was set to close its US warehouse and fulfill American orders from its UK distribution centre. While framed as a means to expand its routes to market and broaden its product offering for US customers, analysts said the decision could have come as a response to struggles of gaining traction in the US.

September 30:

Rumours began circulating that shareholders and some execs were pushing for a spin-off of some of Boohoo’s better-performing brands. Sources for The Times hinted that Debenhams and Karen Millen were at the centre of such conversations.

October 18:

Alongside the announcement that its CEO, John Lyttle, was to step down, Boohoo confirmed its intention to launch a strategic review that will revolve around a review of options with regard to corporate structure. It came on the back of a 222 million pound debt refinancing agreement to support its “next phase of development”.

October 24:

Upon claiming there was a “leadership crisis” at Boohoo, Frasers called for its founder, Mike Ashley, to be appointed as CEO, and for Mike Lennon to become a director. Frasers said it was speaking out publicly after it assumed previous attempts, spanning before October 18, to discuss such changes had been “ignored” by Boohoo, despite witnessing what it said was “abysmal trading performance and share price collapse”. Frasers also claimed it was privy to a debt refinancing carried out by Boohoo.

October 24:

Boohoo denied that Frasers had long requested for Ashley’s appointment prior to October 18 and that the group was unaware of a refinancing. It was at this date that Boohoo first outlined that conflicting interests between Ashley, Lennon and Boohoo were of concern, noting Frasers’ existing operations in the fast fashion market, including with Asos, for which Frasers is a 23.6 percent stake holder.

October 28:

Ashley doubled down on his efforts to helm the group in a letter issued to The Sunday Times in which he underlined the urgency to which someone must fill Boohoo’s CEO role. He was quoted as saying: “The focus here needs to be on urgent and decisive action to sort out the mess that Boohoo is in after suffering serious mismanagement.”

November 1:

Debenhams chief Dan Finley was named CEO of Boohoo, a position he was promoted to after showing “phenomenal success” at the multi-brand e-tailer. This defied Frasers request, once again raising tensions.

November 6:

In another open letter, Frasers demanded for shareholder approval before Boohoo goes ahead with selling any of its assets. The group further alleged that its “hasty” appointment of Finley reflected an attempt to “reduce shareholder influence”, and urged the company to explore other options to ensure optimal shareholder value. It was then that the group launched the website, boohoodeservesbetter.com, at which shareholders can find information on a proposal to “resolve Boohoo’s leadership crisis”.

November 8:

Boohoo slammed Frasers for acting “on its own commercial self-interest” and focusing “solely on the value of its investment”, reaffirming its commitment to the review it launched in October.

While rejecting Ashley and Lennon’s bid for a board seat, Boohoo outlined commitments it expects from Frasers in exchange for representation. These include the proposal of a director with no commercial links to direct competitors and a promise that it had no intention of making an offer for Boohoo or any of its subsidiaries in the case of sale. Boohoo founder, Mahmud Kamani, who owns 23.21 percent of the business, further confirmed his intention to not make an offer for Boohoo.

November 13:

Upon the publication of its H1 results, during which time the company reported a revenue decline of 15 percent, Boohoo announced a proposed conditional fundraise of approximately 39.3 million pounds. The group revealed that it further intended to sell new ordinary shares to investors in the US and was looking to carry out a separate retail offer.

November 21:

Boohoo further defied Frasers when it named Tim Morris the company’s independent chair. In the role, Morris was tasked with overseeing the ongoing business review. Kamani, meanwhile, was to become executive vice chair.

Just hours after this announcement, Frasers called for Boohoo shareholders to vote Kamani out of the business. In a letter titled “Win with Ashley or lose with Kamani”, the group said there should be no doubt in the decision, pointing at supply chain allegations, lack of transparency and financial results as motives. Frasers requisitioned a shareholder meeting for December 20, and urged those in question to vote both Ashley and Lennon in.

November 25:

Boohoo received lender consent in regards to the aforementioned fundraising, which resulted in the group securing 39.3 million pounds via both a Placing & Subscription and Retail Offer. The proceeds are to go towards its turnaround strategy, a press release stated.

December 1:

Boohoo becomes the subject of an unrelated investigation into stalking and harassment against three of its executives. The news was confirmed to the media by police, who said they were looking into a situation that regarded the uncovering of “surveillance equipment outside its head office”.

December 2:

Boohoo repays 50 million pounds of its 97 million pounds term loan following an injection of 15.3 million pounds into the business from the family of co-founder, Kamani, to help bolster turnaround efforts.

December 8:

Slightly backtracking from what had previously been more aggressive tactics, Ashley underlined a commitment to “work on behalf of all Boohoo shareholders” and support Finley in delivering opportunities for shareholders.

On a separate note, Met Police confirmed they were investigating claims of stalking and espionage against executives at Boohoo. The police stated to the press that they had found spy equipment outside the company’s head offices.

December 9:

Boohoo announced independent proxy advisor, Institutional Shareholder Services (ISS), was urging shareholders to vote against resolutions brought forward by Frasers in the general meeting. According to the filing, it was ISS’ opinion that Frasers “offered a superficial view of performance and no specific plans for change”, while displaying “real conflicts of interest”.

Frasers responded stating that the ISS’ statement “pre-dates” its letter from the day prior, and noted again Ashley’s “commitment to transparency and shareholder consultation”. Boohoo later got further proxy approval from Glass Lewis, which shared the same sentiments as the ISS.

December 11:

Boohoo enacts redundancy plans at its Manchester head office, where a reported 200 employees across the business have been impacted.

December 12:

In what appeared to be another attempt to drift from more damning dialogue exhibited earlier in the debacle, Frasers had now accused Boohoo of “grossly exaggerating any perceived conflicts and governance concerns”, stating that this was a “thinly-veiled excuse” to not appoint Ashley and Lennon. The company further stated that it would agree to “all market-standard” governance protocols, of which it claimed there were only a “small number” among Boohoo’s demands. Frasers then accused Kamani of fearing Ashley and Lennon's appointments would “dilute his influence”.

December 13:

Boohoo had so far not shown any signs that it was willing to budge on its stance. That was until its December 13 letter, in which it stated that it would indeed be willing to offer Frasers a single seat on its board if it put forward an “appropriate candidate”, excluding Ashley and Lennon, whom it once again reiterated were too closely tied to competitors. Furthermore, Boohoo highlighted that Frasers had refused to agree to a number of key protections, thus not following through with conditions of the proposal.

December 20:

Boohoo shareholders–64 percent in both votes–reject Frasers’ board proposals, thus bringing to an apparent end Ashley and Lennon’s pursuit of representation. Boohoo CEO Dan Finley said that he continued to believe “this group is materially undervalued” and that the most important work was ahead.