Demerger announcement
Kingfisher PLC
1 August 2001
EMBARGOED UNTIL 0700 HOURS
Wednesday 01 August 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
Kingfisher plc
Kingfisher to demerge Woolworths Group and raise £1.1bn cash
Kingfisher today announces the final steps in the process of separating its
General Merchandise businesses from its core activities: the demerger and
public listing of Woolworths Group plc. The sale of the associated high street
properties is anticipated to take place shortly. Thus, the demerger will be
concluded in line with the original timescale announced last September. As a
result of the debt assigned to the Woolworths Group, the disposal of Superdrug
(which was completed in July) and the sale of the high street property
portfolio, Kingfisher expects to receive over £1.1 billion in cash.
This successful outcome for shareholders has been achieved as a result of
Kingfisher being focussed on achieving best shareholder value. It will be
recalled that, after the original announcement of the demerger last September,
Kingfisher received a number of approaches from trade buyers and venture
capitalists interested in acquiring all or part of Superdrug, the high street
properties and Woolworths. Over the past months, the Board has rigorously
evaluated all these options, as well as proceeding with planning and
implementing the complex demerger process. The satisfactory result has been
achieved as a consequence of the dedication of the people at Kingfisher, and at
Woolworths, Superdrug and Chartwell Land. The successful separation will
result in two retail businesses clearly focussed on their respective markets.
With a strengthened balance sheet, Kingfisher is now clearly focussed on
developing its activities in home improvement and in electricals and furniture.
These are both major growth markets where the Group's leading brands, B&Q,
Castorama, Darty BUT and Comet, have outstanding development opportunities
internationally.
Kingfisher shareholders will also retain a direct interest in Woolworths - one
of the UK's leading general merchandise brands - and its associated companies
offering a wide range of value-for-money products for the family and the home.
Woolworths Group will have annual sales in excess of £2.5 billion and will
enjoy a leading position in a number of growing consumer markets. It has
nationwide representation in over 900 trading locations and has developed two
new formats, Big W and General Store, which are designed to reposition the
business to meet the needs of its customers in the future.
Commenting, Sir Geoffrey Mulcahy, Chief Executive of Kingfisher, said:
'The demerger of Woolworths Group plc together with the previously announced
sales of Superdrug and the anticipated disposal of the property portfolio marks
the conclusion of the separation of Kingfisher's General Merchandise
businesses. This has been successfully achieved within the promised timetable
and with the key objective of delivering value to shareholders. The management
of these two businesses can now focus on the separate growth opportunities that
their markets offer. With a strengthened balance sheet, Kingfisher is well
positioned to pursue its international growth agenda.'
Commenting, Gerald Corbett, Chairman of Woolworths Group, said:
'The demerger of Woolworths Group provides us with an opportunity to build a
robust business as an independently listed company. Woolworths is a strong
brand with a reputation for offering customers value-for-money products on
virtually every high street in the country. Our first priority will be to
apply rigorous operational disciplines to the core business and lay the
foundation for improving cash flow and profitability. Once this has been
achieved, we shall be well placed for long term growth through the rollout of
new formats like Big W and Woolworths General Store and building on our pivotal
position in the entertainment market.'
Enquiries Telephone No
Kingfisher 020 7729 7749
Andrew Mills
Graham Fairbank
Woolworths 020 7706 5479
Christopher Rogers
Nicole Lander
UBS Warburg 020 7567 8000
Robin Budenburg
Jonathan Bewes
Tim Waddell
Credit Suisse First Boston 020 7888 8888
Richard Page
Nick Bowers
Financial Dynamics 020 7831 3113
Tom Wyatt
Notes to Editors:
1. Under the proposals, Kingfisher Shareholders on the register at 06.00am on
28 August 2001, will receive one Woolworths Group share for every Kingfisher
Ordinary Share held.
2. The demerger is conditional upon shareholder approval at an Extraordinary
General Meeting to be held at 10.30am on Friday, 24 August 2001.
3. Dealings in Woolworths Group shares are expected to commence on the London
Stock Exchange on Tuesday, 28 August 2001.
4. Post Admission, Kingfisher Ordinary Shares will be consolidated on the basis
of 10 Consolidated Kingfisher Shares for every 11 existing Kingfisher Shares.
The information in this summary should be read in conjunction with the full
text of the attached announcement.
This press release, which is the sole responsibility of Kingfisher, has been
issued by Kingfisher and has been approved by UBS Warburg Ltd., a subsidiary of
UBS AG, and by Credit Suisse First Boston (Europe) Limited solely for the
purposes of section 57 of the Financial Services Act 1986. UBS Warburg Ltd.
and Credit Suisse First Boston (Europe) Limited are regulated in the United
Kingdom by The Securities and Futures Authority Limited and are acting for
Kingfisher and Woolworths Group and no one else in connection with the proposed
Demerger and Admission and will not be responsible to anyone else for providing
the protection afforded to customers of UBS Warburg Ltd and Credit Suisse First
Boston (Europe) Limited or for providing advice in relation to the proposed
Demerger and Admission.
01 August 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
Kingfisher plc
Demerger of Woolworths Group plc
Introduction
Kingfisher plc ('Kingfisher') announces that documents relating to the proposed
demerger and listing of its general merchandise business (the 'Demerger') are
being published today.
The Demerger, which is conditional on approval by Kingfisher Shareholders, will
provide for the establishment of a separate company, Woolworths Group plc ('
Woolworths Group') as the holding company of the business of Woolworths and
Kingfisher's entertainment businesses, EUK, MVC, VCI and Streets Online
(together the 'General Merchandise Business').
The Demerger will be effected by Kingfisher declaring a dividend on the
Kingfisher Ordinary Shares, which will be satisfied by the allotment and issue
by Woolworths Group of Woolworths Group Shares, credited as fully paid up, to
the holders of Kingfisher Ordinary Shares on the Kingfisher share register at
the Demerger Record Time, on the basis of one Woolworths Group Share for each
Kingfisher Ordinary Share held at the Demerger Record Time.
The notice convening the Extraordinary General Meeting of Kingfisher for 10.30
a.m. on Friday, 24 August 2001 at the Radisson SAS Portman Hotel, Portman
Square, London, W1H 7BG, is set out in the Circular being sent to Kingfisher
Shareholders. At that meeting, shareholder approval will be sought for the
Demerger and other related proposals. It is expected that the Demerger will
become effective and the shares in Woolworths Group will commence trading on
Tuesday, 28 August 2001.
Background to and reasons for the Demerger
On 13 September 2000, Kingfisher announced its plans to demerge its general
merchandise businesses.
Following this announcement, several potential trade and venture capital buyers
approached Kingfisher with alternative proposals. The Board of Kingfisher ('
the Board'), having assessed the merits of these proposals and, in particular,
the value of indicative offers received, concluded that a disposal of Superdrug
and its related properties for a total consideration which is expected to be
around £310 million, a demerger of Woolworths Group and the separate disposal
of the general merchandise high street property portfolio was in the best
interests of shareholders. In addition, a combination of these transactions
(assuming property proceeds based on the book value of £594 million) would
result in a cash inflow to Kingfisher of some £1.1 billion.
The Board believes that all its businesses share significant potential for
profitable expansion, although they differ fundamentally in the way they can
realise this potential. Growth in the general merchandise business will be
inherently domestic. The Board believes that the home improvement, electrical
and furniture markets offer significant opportunities, both domestically and
internationally, and that these can best be realised through becoming a truly
global competitor. In addition, while the general merchandise business operates
from high street locations, with retailing for the home Kingfisher has sought
to offer customers unrivalled choice and service, at everyday low prices,
requiring large space out-of-town stores.
The Board believes that these differing characteristics mean that the time is
right to refocus Kingfisher. The Board also believes that whilst its
investment programmes have positioned the general merchandise and home
retailing businesses for future growth and profitable expansion, its ability to
capture this growth will be enhanced by the greater management focus that will
be made possible through the Demerger.
Basis of the Demerger and Kingfisher share consolidation
Conditional on passing of the Demerger Resolution at the Extraordinary General
Meeting and Admission, Kingfisher Shareholders will receive Woolworths Group
Shares, credited as fully paid, on the following basis:
one Woolworths Group Share for every one Kingfisher Ordinary Share held at the
Demerger Record Time
So that the Kingfisher Share Register remains static during the UK Bank Holiday
on Monday, 27 August 2001, trading in Kingfisher Ordinary Shares on Euronext
Paris will be suspended for the whole of that day.
It is proposed that, from Tuesday, 28 August 2001, Woolworths Group Shares will
be listed on the London Stock Exchange and that dealings in these shares will
commence on that date.
The Board aims to maintain, so far as reasonably practicable, the value of
employee share options over Kingfisher Ordinary Shares, notwithstanding the
Demerger and the fact that the value of the General Merchandise Group will no
longer be reflected in the value of Kingfisher Ordinary Shares. To this end,
it is proposed that a share consolidation of Kingfisher Ordinary Shares be
effected immediately following Admission.
Provided that the consolidation resolution is passed, Kingfisher Shareholders
will, immediately following Admission, hold Consolidated Kingfisher Shares on
the following basis:
10 Consolidated Kingfisher Shares of nominal value 13.75 pence for every 11
Kingfisher Ordinary Shares of nominal value 12.5 pence held immediately
following Admission.
Individual fractional entitlements to Consolidated Kingfisher Shares will be
aggregated and sold in the market. If the proceeds of sale of such
Consolidated Kingfisher Shares (net of any commissions, dealing costs and
administrative expenses) are £2.00 or more for any one Kingfisher Shareholder,
they will be distributed to such holder proportionately to his entitlement,
with cheques for such proceeds expected to be despatched to those entitled (at
their risk) by 31 August 2001, but if such proceeds amount to less than £2.00,
they will be retained by Kingfisher.
Further details of the Demerger, the Consolidation and the related proposals
relating to employee share schemes are set out in the Circular to Kingfisher
Shareholders.
The business of Woolworths Group
The Woolworths Group will be principally a UK retailer focused on the home and
family, offering its customers value-for-money on an extended range of
products. It is built around the well known Woolworths brand which is
represented in towns and cities throughout the UK.
Woolworths Mainchain, which comprises 788 of the Group's 904 retail stores, is
a high street retailer for consumers' everyday general shopping requirements.
Its strategy is to tailor its product ranges and store sizes to meet the
distinct market needs of customers in different locations.
The Group has recently launched two new retail formats, Big W and Woolworths
General Store to take advantage of changing retail trends by providing a
broader product offering across a more comprehensive range of store locations.
Big W is positioned as a high volume out-of-town superstore offering an
extensive breadth of product range at competitive prices in an attractive
shopping environment. Woolworths General Store is a convenience drugstore
format offering extended trading hours, a comprehensive range of health &
beauty products, a convenience food range as well as other general merchandise
and, where appropriate, a pharmacy.
The Group also operates the entertainment businesses EUK, VCI, MVC and Streets
Online. EUK is Britain's largest wholesale distributor of home entertainment
products whilst VCI is an audio-visual publishing group. MVC is a specialist
high street retailer of entertainment products with 88 stores. Streets Online,
one of the UK's leading specialist online entertainment retailers, was acquired
in December 2000 to complement the MVC high street store chain.
Trading record
Year ended
3 February 29 January 30 January
2001 2000 1999
£ million £ million £ million
Turnover 2525.0 2261.5 2072.1
Gross profit 761.2 736.9 681.1
Operating profit 94.6 126.4 143.9
Woolworths Group key strengths
The Directors of Woolworths Group believe that its key strengths include:
Leading brand with a reputation for value-for-money
The Group's Woolworths brand is one of the best-recognised retail brands in the
UK.
Breadth of product range
The Group's breadth of product range across the various general merchandise
categories has mass market appeal. Its businesses have leading or significant
market share in many of their key general merchandise categories.
Retail presence
The Group has a substantial portfolio of 904 stores located throughout the UK.
The Group's stores see, on average, over 6.5 million customer transactions per
week.
Innovation and flexibility
The Group has demonstrated an ability to take advantage of changing retail
trends in the UK market and to respond to the growth in new channels through
the development of differentiated store formats and new retail channels, while
capitalising on additional product range and store location opportunities.
Experienced management and committed staff
The Group has a senior management team with significant retailing experience.
Financial performance
Over the past decade, the Group's businesses have proved their ability to grow
sales and generate significant cashflow, thereby demonstrating the potential
for further progress.
Woolworths Group strategy
The Group is a major force in UK general merchandise retailing and the
Directors of Woolworths Group believe that the Group has significant
opportunities for profitable expansion.
The Directors of Woolworths Group recognise that over the last two years the
Group's financial performance has deteriorated and that as a result, the key
priority will be to restore the Group's core retail business, Woolworths
Mainchain, to its historic level of profitability and cashflow. The Woolworths
Group will address this by applying significant focus to cost control,
inventory management, improvements in customer and product offer, availability,
merchandising and in-store retail disciplines.
Longer term, the Woolworths Group's strategy to generate shareholder value will
be based on:
- creating a lean organisation focused on value creation
- sharpening the customer proposition at Woolworths Mainchain
- improving inventory management and product availability
- lowering everyday prices through superior sourcing
- steady roll-out of the complementary Big W and Woolworths
General Store growth formats
- leveraging product and retail expertise across the Group's
businesses
- building on the Group's pivotal position in entertainment
- restructuring the Group's e-commerce activities.
Woolworths Group current trading and prospects
Kingfisher reported on 23 May 2001 that for the 13 weeks ending 5 May 2001,
total sales for the general merchandise businesses (excluding Superdrug) were
up by 6.1 per cent. compared with the corresponding period in 2000. It was
reported that initiatives set in train in the previous financial year focusing
on improving ranges, product availability and value to customers helped deliver
sales growth in the sector. The new Big W and Woolworths General Store formats
continued to show promise for the future.
It was further announced on 3 July 2001 that since the end of the first
quarter, Woolworth's like-for-like sales growth had improved. Like-for-like
sales in July have been marginally lower than the previous year. A successful
programme to reduce Woolworth's stock levels and a strong performance in the
relatively lower margin entertainment category, together with year on year
increases in store operating costs, have had a significant adverse impact on
Woolworths Mainchain's overall profitability in the first half of the current
year.
The key priority in the current year for the Group continues to be the
reduction of stock levels, the elimination of slow-moving stock and the return
to cash generation. Action is also being taken to reduce the losses in the
Group's e-commerce businesses although the benefits are not expected to be seen
until the next financial year.
The Directors of Woolworths Group recognise that all these initiatives are
necessary for the future strength of the Group but they will result in
significant costs. It is anticipated that these costs (together with those
arising from the establishment of group head office functions and the reduced
profitability of Woolworths Mainchain in the first half) are likely to have a
significant effect on profitability for the Group for the current financial
year. Whilst it is recognised that the Group operates in a competitive
marketplace, the Directors believe that implementation of the Group's strategy,
including cost control, inventory management and superior merchandising will
position the Group to take advantage of the opportunities available to it for
profitable growth.
Woolworths Group dividend policy
The Directors of Woolworths Group intend to adopt a dividend policy which takes
into account the long term development of the business and the underlying
earnings of the Group, whilst maintaining an appropriate level of dividend
cover which is expected to become more aligned with those of its peer group as
profitability recovers.
The Directors intend to pay an interim dividend for the six month period ending
4 August 2001 which will reflect the Group's performance as if it had been
independent throughout that period. It is intended that the Woolworths Group
interim dividend will be paid in December and that the final dividend will be
paid in July in the approximate proportions of 20 per cent. and 80 per cent.
respectively of the total annual dividend.
Woolworths Group Board Structure
The board and management structure of the Woolworths Group post Demerger will
be as follows:
Executive Directors
Gerald Corbett Chairman
Christopher Rogers Finance Director
Keith Fleming Managing Director, Woolworths Mainchain
Non-Executive Directors
Andrew Beeson Non-executive Director
Roger Jones Non-executive Director
Prue Leith Non-executive Director
Relationship between Kingfisher and Woolworths Group post Demerger
Following the Demerger, Kingfisher and Woolworths Group will operate as
separate publicly listed companies and neither Kingfisher nor Woolworths Group
will retain any shareholding in the other. Implementation of the Demerger and
the relationship between Kingfisher and the General Merchandise Group after the
Demerger are regulated by a Demerger Agreement entered into on 31 July 2001.
Under the terms of a Transitional Services Agreement entered into on 31 July
2001 Kingfisher has agreed to provide Woolworths Group with certain
administrative services following the Demerger on an arm's length basis.
Specifically, Kingfisher will provide Woolworths Group with various head
office, international logistics, IT support, medical insurance, group pensions
and benefits, share option, employee discount, payroll and miscellaneous
administrative support services.
Additionally, under the terms of a Service Agreement entered into on 31 July
2001, Kingfisher Asia Limited has agreed to provide the Woolworths Group with
certain product sourcing, procurement and shipping services following the
Demerger.
Debt Allocation
Provision has been made in the Demerger Agreement between Kingfisher and
Woolworths Group under which Woolworths Group will make a payment to Kingfisher
at the time of the Demerger which will be drawn down from new bank facilities
and which will extinguish the net indebtedness with Kingfisher. The amount
drawn will be equivalent to £200 million as at 4 August 2001, adjusted for cash
movements between 4 August 2001 and the date of the Demerger.
The Business of Kingfisher
Kingfisher is and, following the Demerger, will remain Europe's leading home
improvement retailer and Europe's third largest electrical retailing business
with a portfolio of well known brands with a reputation for value-for-money.
As at 3 February 2001, the Kingfisher Group operated 1,357 stores across 16
countries and is a pan-European retail specialist with global scope.
As part of the reorganisation, Kingfisher intends to dispose of its high street
property portfolio. Going forward, its wholly-owned property subsidiary,
Chartwell Land, will be focused on the retail warehouse market.
Home Improvement
Kingfisher is Europe's leading home improvement retailer through its 55 per
cent. interest in Castorama Dubois Investissements SCA, the holding company for
B&Q and Castorama, and is ranked number three in the world, with global sales
of £5.1 billion. Kingfisher operates a network of 554 home improvement stores
in 11 countries with a total selling area of over 3.3 million square metres.
The Kingfisher Group has a leading market position in the UK, France and Poland
with an established presence in Italy. The Group is also actively expanding
into the developing markets of Taiwan, China and Turkey.
UK
B&Q is the clear market leader in the UK with sales of over £2.7 billion and
11.2 per cent. of the RMI (Repair, Maintenance and Improvement) market. The
company has a total selling area in the UK of approximately 1.6 million square
metres and operates over 300 stores divided between 2 store formats: B&Q
Warehouses and Supercentres. B&Q operates an 'Every Day Low Price' (EDLP)
pricing strategy.
B&Q operates 242 Supercentres. Supercentres stock around 18,000 lines with
product areas covering kitchen and bathroom equipment, lighting, floor
coverings, tiles, gardening, hardware, decorating equipment, tools and heavy
end products. The B&Q Warehouse format offers around 40,000 product lines with
a particular focus on garden products and heavy end products and towards trade
customers and serious DIYers.
France
Castorama has a market leading position in France, operating a network of 114
Castorama stores and 34 Brico Depot stores, with total sales of £1.7 billion.
Castorama stores tend to be located in out-of-town retail parks, and have an
average store size of 7,500 square metres, although the largest stores are up
to 12,000 square metres. The stores carry approximately 40,000 lines, covering
product areas of decorative, hardware, heavy end building materials and garden
products. The Brico Depot stores have a warehouse style layout and focus on
EDLP; they are designed to capture the trade end of the market and serious DIY
customers in France. Brico Depots are smaller than traditional Castorama
stores, and are typically around 4,500 square metres.
Other International
The Kingfisher Group is expanding its home improvement business rapidly in
other international markets, with total sales of £619 million in the year to 3
February 2001. International space outside of the UK and France now stands at
over 660,000 square metres and increased by almost 50 per cent. in the last
financial year.
Kingfisher has a market leading position in Poland, with NOMI and Castorama,
operating 32 and 8 stores respectively.
Kingfisher's home improvement business in Canada is Reno Depot. The 13 Reno
Depot stores are located in Quebec and Ontario, trading in the latter as 'The
Building Box'.
Kingfisher has an established presence in Taiwan with 8 stores. Good profit
growth was achieved in this market last year. Two stores are already
operational in China and over 50 new stores are planned to be opened there over
the next five years.
Kingfisher entered the Turkish market in February 2000, by way of the
acquisition of a 50 per cent interest in the five-store chain, Koctas.
Kingfisher also operates stores in Italy, Brazil, Germany and in Belgium.
E-Commerce
Screwfix is the UK's leading business-to-business mail order and on-line
retailer of hardware and tools. It was acquired by B&Q in July 1999.
Electrical and Furniture
Kingfisher's electrical business is the third largest in Europe, operating over
800 stores in 9 countries with a turnover of £3.6 billion and total selling
space of approximately 940,000 square metres. The group holds a market
leadership position in France through Darty and BUT, and in Belgium through New
Vanden Borre. Comet is the UK's second largest electricals retailing business.
France
Darty operates 179 electricals stores in France with sales of over £1.2 billion
and 8.0 per cent of the French market. Darty operates a 'lowest price' promise
and has an excellent reputation for customer service. Kingfisher plans to
increase the number of Darty stores in France to a total of 240 over the next 4
to 6 years.
BUT is a furniture and electrical retailer, with annual sales of approximately
£370 million. The chain has 78 directly owned stores, and in recent years has
been buying in BUT franchise stores (14 franchise stores were acquired in the
year to 3 February 2001).
UK
Comet operates 260 stores in the UK, where it has a market share of 13.3 per
cent and sales of £1.1 billion. The chain operates an EDLP pricing strategy,
and has recently launched a new format, Interactive Superstore, 20 of which
were opened in the past financial year. These stores offer a unique
interactive experience along with a wider range and greater level of service.
Comet plans to open a further 50 of these new format stores.
Germany
ProMarkt operates 95 stores in Germany under the ProMarkt and Makromarkt
banners. These are larger format stores, which average around 3,000 square
metres. The new management team at ProMarkt is focused on improving the
financial performance of the business.
Other International
In Belgium, New Vanden Borre acquired the 30 store Hugo Van Praag chain in
February 2000, placing the combined group in a market leadership position, with
a total of 53 stores.
BCC, Kingfisher's Dutch electricals business, has a portfolio of 24 stores,
which are largely out-of-town units.
In October 2000, Kingfisher acquired 60 per cent. of the share capital of
Datart, the market leader in electricals in the Czech and Slovak markets. The
company operates 16 out-of-town superstores.
Property
Chartwell Land, Kingfisher's specialist retail property company, owns one of
the largest portfolios of retail warehousing in the UK. Property assets at 3
February 2001 were valued at £1.7 billion.
Chartwell Land generated an operating profit of £86 million in the year to 3
February 2001, with 73 per cent. of gross rents coming from Kingfisher Group
tenants. As part of the reorganisation Kingfisher intends to dispose of its
high street property portfolio. Chartwell Land will continue to be
wholly-owned by Kingfisher as a major specialist property owner in the retail
warehouse market.
Trading Record
Year ended
3 February 29 January
2001 2000
£ million £ million
Turnover 5093.5 4528.3
Operating profit before
exceptional items 588.2 585.4
Last year, on a pro forma basis, Kingfisher made group operating profits before
exceptional items of £588.2 million (excluding Superdrug and the demerging
Woolworths Group) and generated strong like-for-like sales in a number of its
businesses, including B&Q, Comet and BUT. Over the past five years, the home
retailing business has delivered compound annual growth in sales of 23.4 per
cent. and growth in retail profit of 27.6 per cent.
Kingfisher's strengths
The Board believe that the key strengths of the Kingfisher Group include:
Market-leading positions and worldwide reach.
Kingfisher is Europe's leading home improvement retailer with number one
positions in the UK, France and Poland and a growing presence elsewhere in
Europe. Kingfisher is also a major force in DIY retailing in Taiwan and has
announced significant expansion plans in China. In addition, Kingfisher is
the third largest electrical retailing business in Europe with market leading
positions in France and Belgium and the number two position in the UK.
Kingfisher also holds the number two position in furniture retailing in France
and operates electrical retailing chains in Germany, The Netherlands and
Eastern Europe.
Strong brands with a reputation for value-for-money.
Kingfisher's local market representation is through some of the most
highly-recognised brands in European home retailing, including B&Q, BUT,
Castorama, Comet and Darty.
Continuous development of brands.
Kingfisher believes in continuous store format development, in offering the
widest merchandise ranges and in providing the best customer service possible.
Positioned to take advantage of the convergence of home improvement, electrical
and furniture retailing.
Kingfisher believes that customers increasingly will require total solutions
for their home needs and that Kingfisher's position in home improvement,
electrical and furniture is a key strategic advantage; either by co-locating
Kingfisher stores or offering a single store solution.
Experienced management teams throughout the group.
All Kingfisher's businesses have management teams with considerable retailing
experience, with an average of over ten years' service for the managing
directors of all of Kingfisher's major businesses.
Kingfisher Group strategy
The strategy is to build on Kingfisher's existing strengths and market
positions. Kingfisher aims to take advantage of the major opportunities for
growth in global retailing for the home that are being generated by increased
consumer demand and the trend towards industry consolidation. The cornerstones
of the strategy are:
- Growing its leading brands (B&Q, Comet, Darty, BUT, Castorama
(France) and Brico Depot) in their domestic markets.
- Rolling out worldwide store formats that maximise consumer
appeal.
- Leading the consolidation of home retailing in Europe.
- Leveraging purchasing scale to drive down its cost of goods.
- Reinvesting margin gains to become the low price leader in home
retailing.
Kingfisher Dividend Policy
The Board believes that the absolute level of Kingfisher's dividend for the
current year should reflect the loss of profits resulting from the demerger of
Woolworths Group and the disposals of Superdrug and the general merchandise
high street property portfolio. Therefore, the Board considers that, for the
year to 2 February 2002 (the current financial year), it should set the
dividend cover at approximately the same level as for the year to 3 February
2001 (i.e. a dividend cover of c.1.8 times adjusted earnings).
The Kingfisher Directors confirm that the Kingfisher dividend policy will
continue to reflect its strategy of investment and growth with the aim of
growing dividends progressively. In the context of this policy, Kingfisher has
historically maintained a target dividend cover of 2.0 - 2.5 times, which is
compatible with a retail business investing for future growth. The Board
considers that this policy is still appropriate. Accordingly, the future
dividend of Kingfisher will be managed with the objective of achieving dividend
cover in this range over time.
Additionally, beginning with the dividend payments to be made in respect of the
year to January 2003, Kingfisher intends to adjust the balance between the
interim and final dividend payments such that they will be paid in the
approximate proportion of 40 per cent. and 60 per cent. respectively of the
total dividend.
Kingfisher and the Woolworths Group intend to pay interim dividends in respect
of the six month period ending 4 August 2001 in November and December 2001
respectively.
Expected timetable
The Demerger and related proposals require the approval of Kingfisher
Shareholders which will be sought at the Extraordinary General Meeting of
Kingfisher to be held at 10.30 a.m. on Friday, 24 August 2001. Subject to
approval by Kingfisher Shareholders, the Demerger is expected to become
effective on Tuesday, 28 August 2001 when separate dealings in Woolworths Group
Shares and Consolidated Kingfisher Shares will commence.
In order to be on the register at the Demerger Record Time (6.00 a.m., Tuesday,
28 August 2001), transfers of Kingfisher Ordinary Shares should be lodged by
5.00 p.m. on 24 August 2001.
Enquiries Telephone No
Kingfisher 020 7729 7749
Andrew Mills
Graham Fairbank
Woolworths 020 7706 5479
Christopher Rogers
Nicole Lander
UBS Warburg 020 7567 8000
Robin Budenburg
Jonathan Bewes
Tim Waddell
Credit Suisse First Boston 020 7888 8888
Richard Page
Nick Bowers
Financial Dynamics 020 7831 3113
Tom Wyatt
The information in this summary should be read in conjunction with the full
text of the attached announcement.
This press release, which is the sole responsibility of Kingfisher, has been
issued by Kingfisher and has been approved by UBS Warburg Ltd., a subsidiary of
UBS AG, and by Credit Suisse First Boston (Europe) Limited solely for the
purposes of section 57 of the Financial Services Act 1986. UBS Warburg Ltd.
and Credit Suisse First Boston (Europe) Limited are regulated in the United
Kingdom by The Securities and Futures Authority Limited and are acting for
Kingfisher and Woolworths Group and no one else in connection with the proposed
Demerger and Admission and will not be responsible to anyone else for providing
the protection afforded to customers of UBS Warburg Ltd. and Credit Suisse
First Boston (Europe) Limited or for providing advice in relation to the
proposed Demerger and Admission.
This press release does not comprise listing particulars or a prospectus
relating to Kingfisher or Woolworths Group and does not constitute an offer or
invitation to purchase or subscribe for any securities of Kingfisher or
Woolworths Group and should not be relied on in connection with a decision to
purchase or subscribe for any such securities. This press release does not
constitute a recommendation regarding the securities of Kingfisher or
Woolworths Group.
The financial information concerning Kingfisher and Woolworths Group contained
in this announcement does not amount to statutory accounts within the meaning
of Section 240 of the Companies Act 1985.
Terms used in this press release but not defined herein have the meaning given
to them in the Circular to Kingfisher Shareholders being published today.
Today Wednesday 1st August 2001, Kingfisher will be making a presentation to
equity analysts and institutional investors, ahead of the proposed demerger of
Woolworths Group. The presentation is scheduled to commence at 09.00 hrs and
will be followed at 10.30 hrs by a Woolworths Group presentation.
The presentation will be held at the following venue:
The Savoy Hotel (Riverside entrance)
The Strand
London
WC2R 0EU