Pricing & Allocation

Carphone Warehouse Group PLC 14 July 2000 Not for release, publication or distribution in, or into, the United States, Canada, Australia or Japan CARPHONE WAREHOUSE SHARE OFFER Pricing and Allocation Following completion of the global bookbuilding exercise on 13 July 2000, The Carphone Warehouse Group PLC today announces: Pricing and valuation - Offer price has been set at 200p per ordinary share - Net proceeds of approximately £185 million (before any exercise of the over-allotment option) - The total number of issued ordinary shares after the global offering will be approximately 819 million (assuming no exercise of the over-allotment option) - Market capitalisation of the company is approximately £1.64 billion at the offer price (assuming no exercise of the over- allotment option) - Over 11,500 retail applicants applied for shares in the retail offer - Over 10,300 retail applicants agreed not to sell shares for 3 months, gaining priority in allocation as a result Global offering and allocation - Retail investors who agree not to sell their shares for 3 months will receive the full amount of shares - Retail investors who did not agree to any restrictions on the disposal of shares will receive 60 % of shares applied for Charles Dunstone, Chairman and Chief Executive Officer, said: 'We are delighted at the level of investor interest and the success of both the institutional book-build - where significant orders were received from institutions in the UK, continental Europe and the US - and the retail offer. We have been able to achieve our aim of delivering meaningful allocations to long-term retail investors. We welcome all our new shareholders and look forward to delivering value to them and our customers alike.' Dealings - Conditional dealings in shares expected to commence at 8am (London time) on the London Stock Exchange 14 July 2000 - Admission and unconditional dealings in shares expected to commence at 8 am (London time) on the London Stock Exchange 21 July 2000 - Shares credited to CREST accounts and despatch of definitive share certificates (where applicable) expected 21 July 2000 Over-allotment - In connection with the global offering, an over-allotment option (greenshoe) has been granted by the Company and certain selling shareholders to Credit Suisse First Boston, on behalf of the underwriters, which requires the Company and such selling shareholders to make available an aggregate of approximately 24.58 million additional ordinary shares to the underwriters. If the over-allotment option is exercised in full, net proceeds will increase to £215 million. Enquiries: The Carphone Warehouse Group PLC 020 8896 5000 Charles Dunstone David Ross Credit Suisse First Boston 020 7888 8888 George Maddison James Leigh Pemberton Citigate Dewe Rogerson 020 7638 9571 Anthony Carlisle (0973 611 888) Chris Barrie Georgina Peiser Andrew Robinson (broadcast enquiries) Notes to Editors: 1. Carphone Warehouse was founded in 1989 and has experienced rapid growth in the 1990s under the leadership of Charles Dunstone and David Ross. The company has three business segments: - Distribution - principally comprising retail, on-line and insurance - Telecoms - comprising on-going revenues and Value Telecom - Wireless Internet Services - comprising Mviva and certain strategic investments. 2. Distribution The Carphone Warehouse is the only pan-European retailer of mobile telephony products and services. It is the leading independent mobile phone retailer in the UK, France, Spain, Sweden and Ireland and is one of the leading such retailers in Belgium and the Netherlands, in each case in terms of market share. The Group expects to develop a strong presence in the German market following its recent agreement to acquire up to a further 97 retail locations. The Group provides a growing distribution platform in Europe for the mobile network operators and equipment manufacturers. The Carphone Warehouse is developing its Telecoms division including its own mobile virtual network operator (MVNO), branded Value Telecom, and further through its recent acquisition of the UK business of Cellcom Limited, a cellular services provider, which will enable it to increase the Group's involvement in after sales services offered to customers. The Carphone Warehouse connected approximately 2.3 million customers to mobile phone networks in the year to 25 March 2000, compared to approximately 1.1 million connections in the previous financial year. 48% of connections were for subscription packages; 52% for pre-pay phones. As well as its network of shops, The Carphone Warehouse sells directly to customers via its UK based telephone call centre, a pan-European website and its site on Open interactive TV. Approximately 35% of The Carphone Warehouse's customers in the UK take out insurance policies with Carphone Warehouse Insurance. As at 25 March 2000, Carphone Warehouse Insurance had a customer base of approximately 511,000. It generated £27.4 million revenues in the year to 25 March 2000. 3. Telecoms Ongoing revenue: The Carphone Warehouse has agreements with an increasing number of European mobile network operators from which the Group receives a share of air-time revenue derived from subscribers introduced by the Group. The share of these revenues generates significant recurring cash flows with no direct cost to the Group. Value Telecom: Launched in December 1999, Value Telecom is a mobile virtual network operator. It offers a tariff structure combining the advantages associated with the traditional subscription and pre-pay services. Value Telecom's offering has been designed not to replicate tariff packages offered by existing mobile network operators. 4. Wireless Internet Services This division comprises Mviva, the Group's multi-access internet portal, and strategic investments in wireless technology and internet-related businesses. Mviva will be accessible via mobile and fixed line communications devices such as mobile phones, PDAs, personal computers, laptop computers and interactive television. Mviva will be available to customers regardless of device or mobile network operator. It will be launched initially in five European markets (UK, France, Spain, Sweden and the Netherlands) this summer and in selected countries across the rest of Europe over the next 12 to 18 months. Mviva has arrangements with over 50 third party content and service providers. On 12 June 2000, The Carphone Warehouse announced it had entered into a commercial agreement with AOL Europe. AOL Europe has acquired 15% of Mviva and has an option to acquire a further 4.9% within the next 12 months. In return, AOL Europe paid US$25 million in cash and agreed to provide functionality, content and services to Mviva. The Group makes strategic investments in new mobile internet technology in order to strengthen The Carphone Warehouse's ability to capture, influence and take advantage of the rapid advance of the relevant technology within the emerging wireless market by leveraging the Group's brand and distribution network. The pan- European coverage of the Group's distribution activities, its significant customer base and well established relationships with European mobile network operators attract the interest of wireless technology and internet entrepreneurs, providing The Carphone Warehouse with access to a large number of strategic investment opportunities. 5. Credit Suisse First Boston is global co-ordinator, bookrunner, sponsor and joint lead manager for the global offer. Morgan Stanley Dean Witter is also joint lead manager. 6. Notifications of entitlement are expected be posted to those successful applicants who agreed to the selling restrictions on 21 July 2000. Share certificates will be sent to those individuals following the expiration of the selling restriction period in October 2000. Other successful applicants under the Retail Offer who did not elect to agree to the three month restriction are expected be posted their share certificates on 21 July 2000. This announcement has been issued by, and is the sole responsibility of, The Carphone Warehouse Group PLC ('The Carphone Warehouse') and has been approved for the purpose of section 57 of the Financial Services Act 1986 by Credit Suisse First Boston (Europe) Limited ('Credit Suisse First Boston'), which is regulated in the United Kingdom by The Securities and Futures Authority Limited. Credit Suisse First Boston is advising The Carphone Warehouse in relation to the proposed flotation and global offer (together the 'Global Offer') and no one else and will not be responsible to anyone other than The Carphone Warehouse for providing the protections afforded to customers of Credit Suisse First Boston, nor for providing advice in relation to the Global Offer. This announcement does not constitute, or form part of, an offer, or any solicitation of an offer, for securities and any purchase of, or application for, shares in the Global Offer should only be made on the basis of information contained in the prospectus and supplementary prospectus issued in connection with the Global Offer. Prices and values of, and income from, shares may go down as well as up. Persons needing advice should consult a professional adviser. Stabilisation/FSA. This announcement is not for release, publication or distribution in, or into, Canada, Australia or Japan. Furthermore, neither the announcement, nor any copy of it, may be taken or transmitted into the United States, or distributed, directly or indirectly, in the United States or to any US person (as such terms are defined in Regulation S under the US Securities Act of 1933, as amended (the 'Securities Act')). Any failure to comply with this restriction may constitute a violation of United States securities laws. This announcement is not an offer of securities for sale in the United States, Canada, Australia or Japan. In particular, the shares in The Carphone Warehouse are not being registered under the Securities Act and may not be offered or sold in the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. The Carphone Warehouse does not intend to register its shares under the Securities Act. Any offer of shares in The Carphone Warehouse in the United States will only be made by means of an offering circular that will contain detailed information about The Carphone Warehouse and its management, as well as financial statements.

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