It’s rare that a day goes by at the moment without some new development in the spat between Frasers Group and Boohoo Group and today’s no different. Boohoo early on Tuesday issued a stock exchange release reiterating its recommendation that shareholders vote against all resolutions at the upcoming general meeting demanded by Frasers.

The meeting has been convened in response to Frasers urging that its majority owner Mike Ashley along with Mike Lennon be appointed as directors of the company.

International Shareholders Services (ISS), “the world’s largest advisor on shareholder voting”, has already recommended that shareholders vote against the appointment.

And on Tuesday Boohoo added that Frasers’ demands “form part of an ongoing campaign… which appears to be designed to destabilise Boohoo and disrupt your board’s plans to unlock and maximise shareholder value. The board is of the view that… Frasers is acting only in its own commercial self-interest and not in the interests of other shareholders”.

It cited pressure Frasers had previously put on Studio Retail Group (in which it had around a 30% stake) to appoint Ashley as its chair with Studio Retail “then put into administration. Frasers ultimately succeeded in acquiring the business out of administration for £1 and settled the business’s remaining secured liabilities for approximately 50% of their face value. Studio Retail’s other shareholders are likely to lose the entire value of their investments”.

The Boohoo board said it’s “not deliberately seeking confrontation with Frasers and will at all times act in the best interests of the company and ALL shareholders”. 

It believes that “by rejecting Frasers’ demands, shareholders will give the board a mandate to insist on the commitments the company requires from Frasers. These commitments are intended to protect all shareholders from the obvious commercial and regulatory issues that arise when a trade competitor seeks board representation, particularly in this case, as Frasers has not ruled out seeking to acquire the company, or its assets”. 

And it listed a number of governance commitments it wants from Frasers that it said have been ignored. These include “an indemnity from Frasers in relation to any loss that Boohoo suffers if the representations and undertakings in relation to information sharing in breach of competition law are breached; an undertaking from Frasers that any transactions involving Boohoo and Frasers are conducted on arm’s length commercial terms with its nominated director(s) playing no role in related board discussions or decision-making; a statement from Frasers that it has no intention to make an offer for the company or to purchase any of its assets”.

Boohoo also stressed the action it has taken so far, including the business review announced in October; refinancing its banking facilities; naming Dan Finley as CEO after “he and his team successfully transformed Debenhams from a high-street retailer into a successful high-growth online marketplace, creating a new business model that is capital and stock-light, and highly cash-generative”; expanding across the wider group the successful Debenhams marketplace model; exploring the sale of non-core assets; raised equity in an oversubscribed share placing; repaid its banks £50m of its £97 million term loan early; and named a new chair, Tim Morris, with Mahmud Kamani becoming executive vice-chair.