Safety-Kleen Europe

Not for distribution in the United States, Canada, Australia or Japan

 

                 EMBARGOED UNTIL 07:00 AM, MONDAY 12 JULY 2004                 


 
                  Electra announces conditional agreement to                   
            sell its interest in Safety-Kleen Europe for circa £100m.            

 

Transaction

 
Electra Investment Trust ('Electra') is pleased to announce that it has today
entered into a conditional agreement with JP Morgan Partners Europe Ltd for the
sale of its interest in Safety-Kleen Europe (Safety-Kleen) for circa £100m
('the Transaction'). Completion of the Transaction is conditional upon Irish
and German competition clearance. It is presently expected that a competition
clearance decision will be made no later than mid-August 2004.

 
If the Transaction is completed, proceeds attributable to Electra are expected
to amount to circa £100m which would give rise to an uplift in Electra's net
asset value per share of at least 45p over the 31 March 2004 valuation of
Safety-Kleen.

 
Electra invested £22.3m in Safety-Kleen Europe in 1998 in the management
buy-out of Safety-Kleen.

 
Safety-Kleen is Europe's market leader in the provision of parts and paint gun
cleaning machines and related maintenance and waste recovery services. Over
100,000 automotive and industrial customers are serviced on an average every
six weeks through a network of ca. 65 branches. The company employs 1,200 staff
and has operations in the UK, France, Germany, Italy, Spain, Portugal, Ireland,
Belgium, Hungary, Czech Republic, Slovakia and Turkey.

 
Impact of Transaction on Electra Tender Offer Proposals dated 18 June 2004

 
Subject to Irish and German competition clearance, the Transaction is expected
to complete on or around mid-August 2004.  This would be after 17 July 2004,
the Calculation Date upon which the Tender Price for the Tender Offer is
expected to be calculated.  Under paragraph 3.2.3 of the terms and conditions
of the Tender Offer (as set out in Part III of the shareholder circular dated
18 June 2004), the Directors of Electra may only take the Transaction into
account in determining the Tender Price if Electra has received the net
proceeds from the Transaction on or prior to the Calculation Date.

 
On 18 June 2004, the Board considered that there was insufficient certainty
with regard to the Safety-Kleen sale process to merit a delay in posting the
Tender Offer proposals to Shareholders and, based on the status of negotiations
at that time, did not expect the Transaction to be agreed for several weeks
after completion of the Tender Offer, at the earliest.  Consequently, the Board
did not consider it was appropriate to take the financial implications of the
Transaction into account when determining the size of the Tender Offer.  It is
therefore the intention of the Board that the proceeds from the Transaction,
when received by Electra at completion, will be used to enhance Electra's
proposed programme of on-market share buy-backs.  This programme of on-market
share buy-backs is expected to commence as soon as practicable following
completion of the Tender Offer.

 
In the unlikely event that completion of the Transaction occurs on or before
the Calculation Date, the Tender Price will reflect the financial impact of the
Transaction.

 
Terms used in the shareholder circular dated 18 June 2004 shall have the same
meaning in this announcement unless otherwise indicated.

 

For further information:

 
Sir Brian Williamson, Chairman of Electra Investment Trust PLC  020 7831 6464

Hugh Mumford, Chief Executive of Electra Partners Limited       020 7831 6464

Nick Miles, M: Communications                                   020 7153 1530

 

Notes to Editors:

 

Tender Offer - Expected Timetable                         2004

Latest time and date for receipt of Forms of Proxy   11am on 13 July

Extraordinary General Meeting                        11am on 15 July

Latest time and date for receipt of tender forms     11am on 17 July

Record date for Tender Offer                         close of business on 17 July

Calculation date for Tender Price                    17 July

Tender Price announced                               19 July

Tender Offer trade date and result of Tender 
Offer announced                                      26 July

Settlement date, cheques despatched and assured
payments through CREST made                          by 2 August