Manchester-based online fashion firm Boohoo Group published a flurry of stock exchange statements late on Wednesday to report that its first-half revenue fell 15% to £619.8 million — and said it will raise up to £39.3 million through a share placing, subscription and retail offer.

Boohoo also urged shareholders to reject Mike Ashley’s demand to be installed on its board at a general meeting on December 20, saying he “is conflicted and not a suitable appointment to the board.”

The fashion firm said: “The board considers that Frasers and Mike Ashley, the 73% shareholder and controller of Frasers, have attempted to exert influence over the board’s refinancing, Business Review and appointments to the board for the good of themselves alone, and are acting in their own self-interest …

“Frasers appears intent on disrupting Boohoo’s Business Review and acting only in its own commercial self-interest. Frasers has prior history of this sort of corporate behaviour …

“The board is concerned that Frasers is using its significant shareholdings in UK retailers, including boohoo, to further its own self-interest at the expense of other shareholders …

“Shareholders should ask themselves what Frasers’ true intentions are, and why is it apparently seeking to disrupt the Business Review. Is it purely to maximise value, or is there an ulterior motive to acquire boohoo’s assets for below market value? …“

Boohoo said on Thursday it completed the fund raising.

For the six months ended August 31, Boohoo reported adjusted EBITDA down 34% to £20.8 million. Adjusted loss before tax widened to £27.4 million from £9.1 million.

The company has been dealing with tensions over its strategic review, leadership changes, and disputes with its largest shareholder, Mike Ashley-owned Frasers Group, which holds a 27% stake and is seeking greater influence with the Manchester firm.

Boohoo’s net debt increased to £143.1 million, with total liquidity of £131.9 million. On October 18, 2024, the group signed a new £222 million debt financing agreement.

In its outlook, Boohoo said:”In the second half of FY25, the Group expects a higher GMV and a stronger adjusted EBITDA performance, when compared to H1 25, despite further investment into the brands to unlock shareholder value.”

Boohoo CEO Dan Finley said: “I believe that the Group remains fundamentally undervalued. We have a significant opportunity to create substantial value for all shareholders through our 5 core brands.

“I’ve been with the Group for nearly three years, joining as CEO of Debenhams in January 2022 transforming it into a highly profitable, capital light marketplace business. I’m excited at the opportunities I see ahead for the entire Group. We have brilliant brands and great people, underpinned by best-in-class infrastructure. We have had huge success with Debenhams, and I look forward to extending that across the entire Group.

“Last month we announced a business review to unlock and maximise shareholder value. I am leading this review and will update shareholders in due course.

“The first half of FY25 has seen positives. We continue to see significant growth in Debenhams Marketplace and Beauty with YOY GMV growth of more than 170% and more than c.10,000 brands on-boarded, already achieving our target for the end of 2024.

“The Group has also reinvigorated and transformed Karen Millen into a digital first, premium global brand which has delivered positive GMV growth in 1H FY25 in a challenging market. The future growth potential is significant through maximising international, licensing, and franchising opportunities and adoption of the marketplace strategy.

“There have been challenges and we continue to operate within a volatile market. Our Youth Brands have seen a GMV pre returns sales decline. These brands do still have significant scale, a loyal customer base, serving more than 14 million combined active customers with GMV more than £1.8bn in FY24 and are supported by our state-of-the-art automated infrastructure. We continue to be cost focused and have taken actions to improve profitability in our Youth Brands such as closing the US distribution centre.

“As we look forward, I am excited for this next chapter and to deliver on our shared objective to unlock and maximise value for all shareholders. Today we are also announcing that we will host a capital markets day, which will take place in Q1 2025.”