Kingfisher PLC
7 June 2002
FOR IMMEDIATE RELEASE
KINGFISHER PLC
June 7th 2002
EGM APPROVAL OF OFFER FOR CASTORAMA MINORITIES AT €67 PER SHARE AND ASSOCIATED
RIGHTS ISSUE
Kingfisher received shareholder approval at its Extraordinary General Meeting
today for its proposed purchase of the 44.5% minority interest in Castorama
Dubois Investissements SCA (' Castorama') that it does not already own. Subject
to the receipt of a satisfactory fairness opinion (certificat d'equite), and the
necessary regulatory approvals, the minority shareholders will be offered €67
per share, valuing the minority interests of Castorama at £3.2 billion.
Also approved at the EGM was the increase in Kingfisher's authorised share
capital required for the proposed £2.0 billion rights issue with which
Kingfisher intends to part-fund the acquisition. The remainder of the purchase
consideration will be met out of new bank debt facilities.
The EGM resolutions, both passed by overwhelming majorities, followed
confirmation by the Paris Commercial Court (Tribunal de Paris) that Rothschild
et Cie has been formally appointed as the independent investment bank
responsible for delivering a fairness opinion in respect of the proposed offer
price of €67 per share. We anticipate the fairness opinion being delivered by
early July.
Before proceeding formally to launch its offer, Kingfisher is required to obtain:
• a satisfactory fairness opinion on the price offered by Kingfisher;
• clearance by the competition authorities; and
• the approval of the offer by the French stock market authorities
(Conseil des marches financiers).
Accordingly, Kingfisher now expects that, subject to receipt of a satisfactory
opinion on the price offered by Kingfisher and the necessary regulatory
clearances, it will be able to make a formal offer to Castorama's minority
shareholders during August.
Francis Mackay, Chairman of Kingfisher, said: 'The Board considers €67 per share
to be a full and fair price and we believe this has been supported by the
market's reaction to the offer. The offer represents a premium of 20% over the
Castorama share price prior to the onset of current speculation and particularly
when taking into account the substantial premium paid for co-control in 1998.'
Commenting on objections to the current offer that have been raised by the A
Commandites, and alternative proposals by them to restructure Castorama via a
demerger, Mr Mackay said: 'It is important to remember that the A Commandites
are not in a position to claim they represent the views of all Castorama
minority shareholders. In addition, the alternatives to Kingfisher's cash offer
which they have proposed to our largest shareholders are clearly unacceptable.
We are pleased that our shareholders have voted overwhelmingly in favour of the
proposed cash offer.'
Francis Mackay added that the process now underway was agreed in 1998 by the A
Commandites and Castorama shareholders. He considered it 'unfortunate that the A
Commandites had chosen to engage in tactics aimed at delaying or frustrating the
offer being put to Castorama's minority shareholders. The uncertainty caused was
not in the interests of the business, employees or shareholders.'
He concluded: 'It is clearly important that we remove this uncertainty as soon
as possible so that everybody can concentrate fully on realising the tremendous
potential within Europe's leading home improvement retailer.'
- ends -
Company profile
1. Kingfisher is Europe's leading home improvement retailer, and is ranked
number three in the world. The company operates more than 580 home improvement
stores in 11 countries, and enjoys market-leading positions in the UK, France
and Taiwan. Sales for the Home Improvement sector for the year to 2 February
2002 were more than £5.8 billion, with retail profit in excess of £430 million.
2. Kingfisher Electrical & Furniture operates more than 820 stores in nine
countries. It is Europe's third largest electricals retailing business by sales
and number two by retail profit. As well as holding the leading position in
France and the number two position in the UK, Kingfisher also enjoys leading
positions in Belgium and in the Czech and Slovak Republics. Sales for the year
to 2 February 2002 were more than £3.7 billion, with retail profit of £184
million.
Further Enquiries:
Broker and Institutional Enquiries
Ian Harding, Director of Investor Relations +44 (0) 207 725 4889
Media Enquiries:
Andrew Mills, Director of Corporate Affairs +44 (0) 207 725 5776
Jonathan Miller, Head of Corporate Comms, UK +44 (0) 207 725 5713
France
Graham Fairbank, Head of Corporate Comms. +33 (0)1 43 18 52 26
The Maitland Consultancy +44 (0) 207 379 5151
Angus Maitland
Duncan Campbell-Smith
Euro RCSG C&O
Laurent Wormser +33 (0)1 41 34 40 70
Marie-Noelle Brouaux +33 (0)1 41 34 34 73
Goldman Sachs International +44 (0) 207 774 1000
Yoel Zaoui
Robin Bishop
BNP Paribas
Thierry Varene +33 (0)1 42 98 17 27
This information is provided by RNS
The company news service from the London Stock Exchange
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