How ASOS sold control of Topshop and Topman

The administrators sold a package of four brands

The 2021 asset purchase agreement covered Topshop, Topman, Miss Selfridge and HIIT. ASOS’s prospectus describes GBP 265 million for the acquisition and stock bought under separate terms. The agreement was signed on 31 January and closed on 4 February. Source 1

The later transaction covered two brands

ASOS signed the Heartland agreement on 5 September 2024. The joint venture took the intellectual property associated with Topshop and Topman at completion on 9 October. The board said the terms allowed ASOS customers to continue buying the brands while the joint venture could widen their reach. Source 2

Cash and equity were two parts of the consideration

ASOS reported GBP 135 million of cash proceeds and an equity stake it valued at GBP 45 million. A Heartland subsidiary held 75% of the brand company and ASOS held 25%, with one representative director. The GBP 180 million combined accounting value includes cash and the value of the minority investment. Source 3

The headline prices cover different assets

Comparing GBP 265 million with GBP 180 million alone cannot establish the gain or loss on Topshop and Topman. The 2021 figure covers a wider package, and the 2024 terms include an investment that ASOS continued to hold. The filings separate the asset transaction from the stock and from the equity valuation. Source 1 Source 3

Sources

• ASOS February 2022 admission prospectus, section 16.4
• ASOS annual report, board review of the Topshop and Topman joint venture
• ASOS FY2025 results, note on investments in associates