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

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