Alliance/Change of Name

Bemrose Corp PLC 6 July 2000 BEMROSE CORPORATION PLC Proposed trading partnership with, and issue of warrants to, Lands' End, Inc. Proposed change of name to 4imprint Group plc Bemrose, the UK's leading supplier of promotional marketing products, is pleased to announce that it has entered into a significant and exclusive trading alliance with Lands' End, Inc. ('Lands' End'), one of the leading direct merchandising companies in North America. Key points of the agreement: * Bemrose will be the exclusive supplier of hard' goods (non-clothing) to Lands' End corporate customers for an initial 3-year period. * Bemrose will issue warrants to subscribe for 1,703,729 Ordinary Shares representing 5.0% of the ordinary share capital at £5.00, exercisable after the share price has reached £7.00. * Additional warrants will be issued dependent upon certain sales targets - up to a maximum of 4.99 % of the company Lands' End: * Lands' End is a leading worldwide direct marketeer of clothing for men, women and children. * NYSE listed, capitalised at $1.03bn, sales to year-end 28.01.2000 of $1.3 bn. * Sales to corporate customers last year of $140m. * Sells more apparel online than any other clothing company worldwide. * Nine out of ten Fortune 500 companies are Lands' End clients. Benefits to Bemrose: * 28 % of customers promotional marketing spend in the US is on soft' goods with 72 % spent on 'hard' goods. Potential revenues from Lands' End existing corporate client base to Bemrose is therefore $360m p.a. (based on Lands' End corporate sales of $140m) * Potential to develop significant share of corporate programme market in the US and subsequently in Europe. * Earnings enhancing in first full year of operation. Name Change * Following approval by shareholders, Bemrose Corporation Plc will change its name to 4imprint Group plc and all company trading names in the UK and the US will be re-branded 4imprint. The printing businesses recently sold to management will be called Bemrose Group Ltd Dick Nelson, Chief Executive, commented: 'To understand the significance of this deal it is vital to appreciate the business opportunities of partnering with an organisation such as Lands' End, which has sales of $1.3 billion and sells more products online than any other apparel company world-wide. The commercial benefits now available to Bemrose through this exclusive alliance represent significant incremental revenue streams.' PLEASE NOTE: THERE WILL BE A CONFERENCE CALL FOR ANALYSTS AT 4PM TODAY - PLEASE CONTACT MARK EDWARDS / JEREMY GARCIA AT BUCHANAN COMMUNICATIONS FOR DETAILS - 020 7466 5000 For further information, please contact: Bemrose Corporation Dick Nelson, Chief Executive 001 920 2367270 (after 1.0pm GMT) Rodger Booth, Chairman 0468 791 546 Richard Harrison, Finance Director 01482 876862 N M Rothschild & Sons David M Forbes 0113 200 1900 Buchanan Communications Mark Edwards, Jeremy Garcia 020 7466 5000 Lands' End Beverley Holmes, Communications Director 001 608 935 4985 Introduction Bemrose is pleased to announce that it has entered into a significant trading partnership with Lands' End, Inc. ('Lands' End'). The principal focus of this partnership will be to offer comprehensive promotional product programme management services to large companies, initially in the US. It is intended that a contractual framework will also be put in place to accommodate a wider collaboration on sales and marketing initiatives. In recognition of the substantial benefits to the Company that are expected to arise from this partnership, it is proposed that warrants to subscribe for 1,703,729 ordinary shares in Bemrose ('Ordinary Shares') are issued to Lands' End immediately following shareholder approval being obtained and that additional warrants be issued, the exercise of which is subject to the achievement of certain revenues arising from the partnership. The issue of warrants requires the approval of ordinary shareholders. The commercial agreements which constitute the partnership are conditional upon such approval being given. In addition, as explained in the circular to shareholders dated 15 June 2000, your Board believes that it is now appropriate to change the Company name to 4imprint Group plc. The current name, Bemrose Corporation plc, is more strongly associated with the printing businesses which have recently been sold. An Extraordinary General Meeting of the Company is to be held at North Bar House, Beverley, East Yorkshire HU17 8DG at 10.30 a.m. on 31 July 2000, at which resolutions to approve the issue of warrants and to change the name of the company will be proposed. The issue of initial warrants is expected to occur following this meeting and at this point the partnership agreements will be unconditional. Background to and reasons for the partnership with Lands' End In recent months the Company has explored a number of strategies to develop its presence in the growing market for managing comprehensive promotional product programmes for large companies in the US. Such programmes are typically subject to term contracts of one year or more. At present, Bemrose's penetration of this market in the US has been relatively limited. The proposed partnership with Lands' End offers a highly attractive route into this substantial US market and complements the Bemrose group's existing catalogue and internet product ranges in the US and builds on its considerable experience gained through Broadway Incentives Ltd in the UK. The Directors believe that the Bemrose group is the market leader in the UK for promotional product programme management. Significant customers include IBM Corporation, Microsoft Corporation and British Airways plc. The Counselor Magazine (August 1999) estimated the size of the US market for managing comprehensive promotional product programmes to be approximately US$13 billion in terms of sales, with 'hard' goods (i.e. non-clothing) accounting for approximately 72 per cent. and 'soft' goods (i.e. clothing) accounting for approximately 28 per cent. Lands' End, based in Dodgeville, Wisconsin, in the US, is a leading direct merchant in the US of classically inspired casual clothing for men, women and children, as well as accessories, shoes, soft luggage and home products. It also has operations in Japan, the UK and Germany. Lands' End is listed on the New York Stock Exchange with a market capitalisation as at the close of business on 3 July 2000 of approximately US$1,028 million. Under the terms of the Corporate Program Agreement, Bemrose would partner with the corporate sales division of Lands' End which achieved sales of US$140 million in the year ended 28 January 2000, representing 11 per cent. of Lands' End's total sales in that year. This growing division has progressively supplemented its traditional catalogue and direct marketing channels with internet capabilities. These include customised on-line clothing stores for large companies. In practice, the partnership will extend Lands' End's current product offering of soft' products through its corporate sales division to include hard' promotional products sourced via Bemrose. It is anticipated that this partnership will be extended to Europe in the longer term. The Board believes that the principal benefits of this collaboration for Bemrose will be as follows: * the ability to offer a comprehensive product range to large corporates by combining the complementary product ranges of Bemrose and Lands' End; * access to Lands' End's substantial existing customer base and to the Lands' End brand in the US; and * the opportunity to develop significant market share in the US far more quickly than would otherwise be possible. The Directors believe that sufficient incremental business will arise from these arrangements so that the partnership with Lands' End will enhance earnings per share in the first full year of operation. Details of the Lands' End partnership agreements The proposed partnership with Lands' End will be effected through three separate agreements, as follows: Participation Warrant Agreement: Following the passing of the relevant resolutions, this agreement provides for the issue to Lands' End of initial warrants to subscribe for 1,703,729 Ordinary Shares, representing 5.0 per cent. of the ordinary share capital of the Company (on a fully diluted basis and as enlarged as if the warrants were exercised). The exercise price for these initial warrants is £5 per ordinary share, which represents a premium of 27.1 per cent. over the Bemrose ordinary share price of 393.5 pence on 5 July 2000 (being the latest practicable date before the issue of this document). Lands' End will also be entitled to receive additional warrants representing up to 4.99 per cent. of the ordinary share capital, on a fully diluted and as if converted basis, dependent upon the percentage of the ordinary share capital of Bemrose acquired by Lands' End (ignoring, for these purposes, shares acquired as a result of the exercise of warrants). The exercise of such additional warrants will be dependent on the achievement of certain sales targets under the Corporate Program Agreement and Sales and Marketing Agreement. The Participation Warrant Agreement allows Lands End to exercise warrants from time to time to the extent that such exercise would result in the issue pursuant to the warrants of less than 10 per cent. of the issued ordinary share capital of the Company from time to time (excluding those Ordinary Shares issued pursuant to initial or additional warrants). Neither the initial or additional warrants are exercisable until the Bemrose share price has averaged £7 over a successive 60 day period, except in certain limited circumstances. This agreement also permits Lands' End to appoint one director of the Company upon it holding, or being entitled to exercise warrants, so that it would hold 15 per cent. or more of the fully diluted issued ordinary share capital of the Company. Corporate Program Agreement: As set out above, this principal agreement provides a framework for a marketing collaboration with Lands' End focused on promotional product programme management services to large companies, initially in the US. Sales and Marketing Agreement: This agreement provides a framework for wider collaboration with Lands' End on sales and marketing initiatives. The Corporate Program Agreement and the Sales and Marketing Agreement are conditional on the passing of the relevant resolutions to permit the issue of warrants at the Extraordinary General Meeting.
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