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. As reported, BB Retail Capital Pty Ltd. and Ray Itaoui will make an off market takeover offer at an offer price of 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. On June 22, 2023, it was announced that Best & Less Group will not proceed with the appointment of Erica Berchtold as Chief Executive Officer and Best & Less Group Holdings Ltd Executive Chair, Ray Itaoui, will assume the responsibilities of Chief Executive Officer on a full-time basis

The takeover offer is conditional upon minimum acceptance condition of 55% of shares. On June 5, 2023, Allegro and Bignor accepted the offer for all of the Best & Less Group shares that they controlled (being approximately 40.7% of all shares on issue). As of June 5, 2023, the offer became unconditional. Best & Less Group has formed an Independent Board Committee (IBC) to evaluate and respond to the Takeover Offer. 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 June 21, 2023, BB Retail Capital Pty Ltd. and Ray Itaoui have voting power of approximately 71.54% in Best & Less Group Holdings Ltd. As per the statement issued by Best & Less Group Independent Board Committee, it believes that the Best & Less Group share price may fall materially following the close of the offer. Accordingly, the Independent Board Committee recommends that those shareholders who have a shorter-term horizon for their investment in Best & Less Group or who have concerns about their future ability to exit their holdings should accept the offer now. The transaction is expected to close on June 22, 2023. As of June 20, 2023, the closing date for the offer is extended to June 27, 2023. As of June 22, 2023, the offer period during which the offer will remain open for acceptance is extended to June 30, 2023. As of June 29, 2023, the offer period is extended and will now end on July 14, 2023.

Best & Less Group has appointed E&P Corporate Advisory as financial advisor and Ashurst as legal advisor in relation to the takeover offer. Gilbert and Tobin acted as legal advisor to BB Retail Capital Pty Ltd. Deloitte Corporate Finance Pty Limited acted as independent expert to express an opinion on whether the offer is fair and reasonable for Best & Less Group shareholders.

BB Retail Capital Pty Ltd. and Ray Itaoui completed the acquisition of 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 on July 17, 2023.