Gusbourne Regulatory News (GUS)

17 Nov 2005 07:02

Burberry Group PLC17 November 2005 17 November 2005 GUS plc Burberry demerger GUS plc, the retail and business services group, today announces details of itsplans to demerge its remaining 65% stake in Burberry Group plc. Subject to GUSand Burberry shareholder approval, this will be achieved by way of a dividend inspecie to take effect on 13 December 2005 and will be accompanied by aconsolidation of GUS shares. Sir Victor Blank, Chairman of GUS, commented: "The demerger of our remaining stake in Burberry is another major step infocusing GUS on fewer activities. Distributing our stake to existing GUSshareholders will enable them to participate directly in the exciting growthopportunities we see at Burberry. We wish everyone at Burberry well as a fullyindependent company and thank them for their wonderful support." Benefits of the demergerThe Board of GUS believes the significant benefits from the demerger includethat it: • enables GUS to release the value of its shareholding in Burberry directly to its shareholders; • simplifies the management of GUS by substantially eliminating the need to deal with Burberry matters, including financial reporting, pensions, taxation and human resources management; • allows the management of GUS to focus on its other businesses, Argos Retail Group and Experian; • assists GUS and Burberry to manage independently their individual capital requirements and balance sheet structures; and • allows GUS shareholders who retain their demerger entitlement of Burberry shares to participate directly in Burberry's future. Further detailsA GUS circular setting out the detailed proposals regarding the demerger will besent to GUS shareholders on 19 November 2005. GUS will hold an EGM to seek theapproval of GUS shareholders for these proposals on 12 December 2005. Burberrywill also hold an EGM on the same day to obtain approval from its non-GUSshareholders. If the proposals are approved by the shareholders of both GUS and Burberry, GUSshareholders will be credited with their entitlement to Burberry shares and thenew consolidated GUS shares at 0700 hours on 13 December 2005 (the record time).Dealings will start at 0800 hours on 13 December 2005. For every 1,000 existing GUS shares held on the record date, GUS shareholderswill receive 305 Burberry shares and approximately 859 new GUS shares. Thelatter is for illustrative purposes only and is based on share prices at theclose of business on 15 November 2005. The exact consolidation ratio for theexisting GUS shares will be based on the average closing price of GUS andBurberry shares for the four days up to and including 17 November 2005 and willbe announced tomorrow. Assuming the new GUS and Burberry shares are both retained until the dividendrecord dates (6 January 2006 for both companies), GUS shareholders will beeligible for the interim dividend from Burberry (2.5p per Burberry share) andthe interim dividend from GUS (9.6p per new consolidated GUS share). This isequivalent to approximately 9.0p per existing GUS share, calculated on the basisof the illustrative consolidation ratio set out above. Enquiries GUSDavid Tyler Group Finance Director 020 7495 0070Fay Dodds Director of Investor Relations FinsburyRupert Younger 020 7251 3801Rollo Head GUS and Burberry announcements are available on www.gusplc.com. Information on Burberry Group plcBurberry is an internationally recognised luxury goods brand. It is engaged inthe design, manufacture and distribution of Burberry products worldwide,including men's and women's clothing, accessories and fragrances through its ownretail stores and via its wholesale customers. Burberry also licenses thirdparties to manufacture and distribute products using the "Burberry" brand. The current executive directors of Burberry are Rose Marie Bravo, ChiefExecutive and Stacey Cartwright, Chief Financial Officer. For the year ended 31 March 2005, under UK GAAP, Burberry reported turnover of£715m and profit on ordinary activities before tax of £164.4m. As at 31 March2005, Burberry had consolidated gross assets of £682.2m and consolidated netassets of £454.6m, again under UK GAAP. This financial information is extractedfrom the audited accounts for Burberry for the year ended 31 March 2005. In the six months ended 30 September 2005, under IFRS, Burberry reportedturnover of £355m and profit before taxation of £78.1m. As at 30 September 2005,Burberry had consolidated gross assets of £673.1m and consolidated net assets of£462.2m, again under IFRS. This financial information is extracted from theunaudited interim financial statements for Burberry for the six months ended 30September 2005. Burberry Ordinary Shares are listed on the Official List and traded on theLondon Stock Exchange. The Burberry Ordinary Shares have not been and will notbe registered under the US Securities Act of 1933, as amended (the "SecuritiesAct"), and may not be offered or sold unless pursuant to a transaction that isregistered under the Securities Act, or not required to be registeredthereunder, or pursuant to an exemption from the registration requirementsthereof. The Burberry Ordinary Shares referred to in this announcement have not beenapproved or disapproved by the US Securities and Exchange Commission, any statesecurities commission in the United States or any other US regulatory authority,nor have such authorities passed upon or determined the adequacy or accuracy ofthis announcement. Any representation to the contrary is a criminal offence inthe United States. JPMorgan Cazenove Limited ("JPMorgan Cazenove") is acting for GUS in connectionwith the demerger and no one else and will not be responsible to anyone otherthan GUS for providing the protections afforded to clients of JPMorgan Cazenoveor for providing advice in relation to the demerger or any other mattersreferred to in this announcement. This information is provided by RNS The company news service from the London Stock Exchange