Offer Update

D.F.S. Furniture Company PLC 04 May 2004 For Immediate Release 4 May 2004 DFS Furniture Company PLC ('DFS' or 'the Company') Offer Update On 4 March 2004 it was announced that the Company had been approached by Graham Kirkham, Executive Chairman, in relation to a possible offer for the Company, at a price of 415 pence per share. Following an extensive period of negotiation, the Independent Committee of the Board of DFS has received a revised proposal which values the Company at 435 pence in cash per share, plus the right to retain the interim dividend of 7 pence, giving a total value to shareholders of 442 pence per share. In addition, Graham Kirkham has agreed that DFS shareholders will receive additional consideration equivalent to any amounts which the Company receives as a result of the ongoing litigation in relation to the Primback case (net of relevant tax and expenses). The aggregate gross amount under dispute in relation to Primback is in excess of £60 million (prior to the deduction of relevant tax and expenses). It should be noted that there can be no certainty that any such amounts will be forthcoming. It should also be noted that the proposal is subject, inter alia, to due diligence and financing, thus there can be no certainty that any firm offer will be made. The Independent Committee has considered this revised proposal and has taken advice from its financial adviser, Citigroup. The Independent Committee believes that the terms of the proposed offer should be recommended to shareholders in the event that a firm offer is forthcoming and in the absence of a higher offer from another party. Consequently the Independent Committee has decided to allow a period of due diligence to explore further whether a firm offer can be put forward. In considering the enhanced proposal and in deciding to proceed, the Independent Committee has taken into account the trading performance and prospects for the longer term profitability of the business and the continuation of Graham Kirkham's important contribution to the success of the Company. The Independent Committee continues to welcome the views of shareholders as the process continues. The Committee notes that it has not received any approaches from other parties indicating a possible interest in making an offer for the Company. Before making any formal recommendation to shareholders, the Committee will be taking steps to ensure that any other potential offer for the Company has been identified and fully explored. The executive management team, including Graham Kirkham, will cooperate fully with any other bona fide potential offeror. At Graham Kirkham's request, the Independent Committee has agreed to allow the other Executive Directors to assist him in exploring the proposed offer. Further announcements in relation to the possible offer will be made when appropriate. Enquiries: keithhann.com/Hudson Sandler (financial PR) Keith Hann 07831 521 870 Alistair Mackinnon-Musson 020 7796 4133 Citigroup (financial adviser) 020 7986 4000 William Barter Mark Todd Deutsche Bank (corporate broker) 020 7545 8000 Charles Wilkinson Rupert Green Citigroup Global Markets Limited and Deutsche Bank AG are acting for DFS and no-one else in connection with the possible offer and will not be responsible to any other person for providing the protections afforded to clients of Citigroup Global Markets Limited or Deutsche Bank AG or for providing advice in relation to the possible offer. This information is provided by RNS The company news service from the London Stock Exchange OUPQKNKDBBKBOPK
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