Guinness Peat Group PLC
15 February 2001
GUINNESS PEAT GROUP plc
LETTER TO THE CHAIRMAN OF INCHCAPE plc
Sir Ron Brierley, Chairman of Guinness Peat Group plc
('GPG') has today written to Sir John Egan, Chairman of
Inchcape plc ('Inchcape'), proposing a number of measures
to enhance shareholder value.
The full text of the letter is attached.
TEXT OF LETTER FROM SIR RON BRIERLEY TO SIR JOHN EGAN,
CHAIRMAN OF INCHCAPE plc.
Dear Sir,
Realisation of Value
Guinness Peat Group plc ('GPG') is the largest
shareholder in Inchcape plc, with 14.13 million shares,
which represents 16% of the issued capital of the
company.
We are reasonably familiar with the company's operations
and financials and we thank you for your assistance in
clarifying various aspects for us.
We note the announcement of 15 December 2000 that £100
million cash has been repatriated from Holland to UK and
it is our strong submission that these funds should be
immediately returned to shareholders in the form of a
capital distribution of £1 per share.
Notwithstanding the merit of the 1999 reconstruction,
which reduced Inchcape to a pure automotive group, we
question whether the residual operating structure
continues to be appropriate in view of motor industry
developments in Europe and elsewhere in the past year.
Inchcape's loss of Toyota in the UK must have major
significance for the future. The remaining UK businesses
lack sufficient substance and cohesion and any new
acquisition would have credibility problems after the
company's long standing and high profile identification
with Toyota.
Mazda France (once highly profitable) has now
disappeared, the 40% interest in Mazda GB looks
increasingly tenuous and the UK dealerships are well
represented in number but not in location.
Customer marketing areas ('CMA's') are steadily becoming
more important than individual dealerships but to the
best of our knowledge, Inchcape has not yet established
its first CMA in any marque. Many of Inchcape's locations
would complement other retail motor groups and would be
more valuable to them than in the present ownership.
Maranello Concessions is a quality niche business but,
once again, would be of greater value if sold to an
aggressive entrepreneurial owner.
The overseas subsidiaries are largely a legacy of a
bygone colonial era and in reality there is no added
value in UK ownership of diverse geographic locations. It
is difficult to see that motor vehicle dealerships in
Singapore in particular, and in Hong Kong and Australia,
are enhanced by the remote control and added cost burden
of a London head office.
As you are aware, Guinness Peat Group (Australia) Pty Ltd
has made an approach to Inchcape Motors Ltd with a view
to making a takeover offer at an indicative price of
S$1.65 per share, which is well in excess of previous
market value. The additional public listing in Singapore
appears to add nothing to Inchcape plc and if the offer
is successful, you will receive approximately £66
million, which will be available for debt reduction and a
further return to shareholders.
As an overall view, we believe Inchcape has an excellent
opportunity to obtain the full value of its individual
components by a controlled program of realisation rather
than prolonging the existence of an outdated model for
the sake of doing so. On this basis, shareholders would
also effectively gain the benefit of the capitalised
value of the company's central costs of £20 million per
annum (very high?) and eliminate the continuing cash
drain of 'Autobytel'.
On our estimates, there is an ultimate realisation value
of well in excess of £5 per share available to
shareholders in direct contrast to what we anticipate
will be a disappointing Year 2000 result to be announced
next month.
Last, but not least, we would fully support fair and
proper retirement packages for Board and management in
recognition of a difficult but responsible decision to
pursue a realisation program in the best interests of all
shareholders of Inchcape plc.
We look forward to your response to the proposed initial
return of capital of £1 per share.
Yours faithfully,
Ron Brierley,
CHAIRMAN
Enquiries:
Square Mile BSMG 020 7601 1000
Kevin Smith
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