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Frasers slams Debenhams over £222 million pay scheme

Online fashion retailer bypasses investor approval for executive incentive plan amid ongoing corporate dispute

Debenhams executive pay

Debenhams said it expects annual adjusted core profit to be ahead of last year

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Highlights

  • Debenhams pushes ahead with executive pay scheme worth up to £222 m without shareholder approval.
  • CEO Dan Finley could earn up to £148 m if share price reaches £3 over next five years.
  • Frasers Group, holding 29.7 per cent stake, calls move "utterly disgraceful" amid long-running corporate tussle.
Struggling British online fashion retailer Debenhams has sparked outrage from its biggest investor after deciding to implement a new executive pay scheme worth up to £222 million without seeking shareholder approval.

Frasers Group, which holds a 29.7 percent stake in Debenhams, condemned the move through its chief financial officer Chris Wootton on Thursday. "Typical corporate governance from them, utterly disgraceful," Wootton said, criticising the retailer's decision to bypass investors.

Under the new incentive scheme, Debenhams CEO Dan Finley could earn up to £148 m and CFO Phil Ellis up to £14.8 m if the company's share price hits £3 over the next five years. Debenhams shares were trading at 22.25 pence on Thursday, down 3.3 percent.


Last week, Debenhams said one reason for not seeking a shareholder vote was because a "major competitor" investor, which it did not name, had previously attempted to block resolutions.

The company has been locked in a long-running dispute with Frasers, majority-owned by British retail tycoon Mike Ashley, which unsuccessfully tried to block its rebrand from Boohoo in March and oust its co-founder.

However, Wootton acknowledged that if Debenhams achieved a £3 share price, "shareholders will be happy." Despite the controversy, Debenhams said it expects annual adjusted core profit to be ahead of last year as it advances plans to cut costs and revive demand. The company recorded £41.6 m in adjusted core profit last year.

The retailer's operational review targets a capital-light marketplace rollout across all brands, warehouse closures and job cuts, while exploring a sale of PLT and long-term options for some British and US distribution sites.

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Highlights

  • BAT to sell between 7 per cent and entire 15.3 per cent stake in ITC Hotels via block deal.
  • Proceeds will help company achieve target leverage range of 2-2.5x by end of 2026.
  • BAT acquired stake following ITC Hotels' demerger from parent company ITC in January 2025.
British American Tobacco announced on Thursday it plans to sell its stake worth about $776 m (£580 m) in in ITC Hotels through an accelerated bookbuild process, as the tobacco group moves to reduce debt on its balance sheet. BAT intends to offload between 7 percent and its entire 15.3 percent shareholding in the Indian hotel chain.

The company's wholly owned subsidiaries, Tobacco Manufacturers (India) Limited, Myddleton Investment Company Limited and Rothmans International Enterprises Limited will conduct the block deal with institutional investors.

The final number of shares sold will be determined to optimise overall pricing outcome for the group, BAT said. Funds raised from the transaction will help the company transition to its target leverage range of 2-2.5x adjusted net debt to adjusted EBITDA by the end of 2026.

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