BB Retail Capital Pty Ltd. and Ray Itaoui made a non-indicative proposal to acquire remaining 83.55% stake in Best & Less Group Holdings Ltd (ASX:BST) from Allegro Fund III, managed by Allegro Funds Pty Ltd, Bignor Family Pty Limited and others for approximately AUD 200 million on April 24, 2023. The offer price is AUD 1.89 per share. BBRC and Ray Itaoui have advised that the cash offer of AUD 1.89 per BLG share would be reduced by any dividend or other distribution that might be paid after the announcement of this offer.

Allegro and Bignor have each advised BLG that if the Takeover Offer is made on the terms outlined in this announcement they would intend to accept the Takeover Offer in respect of all their BLG shares, subject to there being no superior proposal. Best & Less Group has formed an Independent Board Committee (IBC) to evaluate and respond to the Takeover Offer. The Takeover Offer is conditional Upon minimum acceptance condition of 55% of shares.

As of June 5, 2023, the offer became unconditional. The transaction is expected to close on June 22, 2023. As of June 15, 2023, issued the notice of the status of defeating conditions, in which the tender Offer and each contract resulting from acceptance of the Offer is free from each of the Conditions.

As of May 21, 2023. BLG is pleased to announce that BLG and the bidding entity, BBRC Admin 1 Pty Ltd have prepared a booklet for dispatch to BLG Shareholders in relation to the Offer Best & Less Group has appointed E&P Corporate Advisory as financial advisor and Ashurst as legal adviser in relation to the Takeover Offer. Gilbert and Tobin acted as legal advisor to BB Retail Capital Pty Ltd.