Issue of Equity

Big Yellow Group PLC 4 May 2001 BIG YELLOW GROUP PLC 4 MAY 2001 NOT FOR RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Big Yellow Group PLC ('Big Yellow' or the 'Company') today announces its Preliminary Results for the year to 31 March 2001 and a Placing and Open Offer to raise approximately £22.8 million, net of expenses. Highlights * Big Yellow has now established itself as a leading brand in the UK's self-storage sector * Placing and open offer of 19.3 million New Ordinary Shares at a price of 122 pence per share raising approximately £22.8 million (net of expenses) * On track to achieve the Group's target of 50 stores in the UK, with 23 committed * Initial expansion into mainland Europe * Customer base has risen to 3,900 from 1,700 * Trading for the year to 31 March 2001 ahead of expectations * Annualised revenue £5.6 million (2000 - £2.0 million) +182% * Turnover for the year £4.2 million (2000 - £1.3 million) +211% * Loss for the year £1.8 million (2000 - loss £2.2 million) Introduction Big Yellow proposes to raise approximately £22.8 million (net of expenses) by means of a placing and open offer of 19,297,076 New Ordinary Shares at a price of 122 pence per share. Qualifying Shareholders will have the right to apply at the issue price for the New Ordinary Shares under the Open Offer, on the basis of 1 New Ordinary Share for every 5 Ordinary Shares held by them at the Record Date. The New Ordinary Shares will be offered at the Issue Price to Qualifying Shareholders on a pre-emptive basis under the terms of the Open Offer. The New Ordinary Shares the subject of the Open Offer, to the extent they are not taken up by Qualifying Shareholders, will be taken up by institutional shareholders under the terms of the Placing at the Issue Price. Cazenove has underwritten the issue of all the New Ordinary Shares. Cazenove and the Company have received irrevocable undertakings from the Directors, their connected persons and certain other shareholders not to take up their entitlements to shares under the Open Offer in respect of 13,489,536 New Ordinary Shares in aggregate. These shares will be placed firm with institutional investors under the terms of the Placing. Information on Big Yellow Big Yellow is one of the leading self-storage groups in the United Kingdom. The business operates from 12 stores concentrated in London and the south of the UK with a further 11 under construction or awaiting fit out. Big Yellow has sought to differentiate itself from the established self-storage businesses by operating from prominent stores that are located on arterial or main roads, with extensive frontage and high visibility. The stores are highly branded, predominantly painted yellow and carry distinctive signage. Through its choice of sites, which tend to be in areas where there is a mobile and affluent local population, and selective target marketing, the Group is seeking to increase the awareness of both its own brand and self-storage as a service. Big Yellow caters for both domestic and commercial customers and offers flexible terms on both the amount of space and occupation periods. Background to and reasons for the Placing and Open Offer When Big Yellow was floated 12 months ago on AIM, the Directors' strategy was to undertake a substantial expansion programme which, subject to market conditions, would grow the Group's committed stores in the UK to 50 over a three year period. Big Yellow remains on track to achieve this aim with 12 stores now operational and a further 11 sites now committed for opening over the coming months with a further 2 sites under offer with terms agreed. The Company raised £43.6 million in its flotation last year and the Placing and Open offer announced today will raise a further £22.8 million (net of expenses). We also announce today that National Westminster Bank Plc has agreed to provide Big Yellow with a new £20 million committed facility. This facility is subject to drawdown within 12 months and is for a term of four years. As at 31 March 2001, the Group had net cash balances of £11.0 million. These combined resources will enable us to maintain our planned rate of expansion in the UK and, as described further below, provide us with the financial resources to establish a foothold in mainland Europe. The new bank facility announced today indicates our expectation that we anticipate that the level of borrowings will increase as the business grows and revenues rise. However, we continue to believe that Big Yellow should be conservatively financed, preferably with equity, through the initial stage of growth. Mainland Europe As the number of stores operated in the UK has increased, the benefits of scale in relation to operational gearing have become very apparent. This has focused our effort on securing larger sites which are capable of accommodating an average of 50-60,000 sq ft of net storage. Pursuing this aim has vindicated our strategy of locating half our stores in the London area. Looking forward it is likely that, in order to maintain this approach, our focus will be on operating in the larger urban conurbations which can support stores of this scale. These markets also benefit from significant barriers to entry due to the shortage and price of appropriate real estate. To this end, we believe that serious consideration needs to be given to expansion into mainland European cities. Management is therefore undertaking comprehensive research into the market potential, which needless to say will be balanced by the risks associated with foreign expansion and of management distraction in the UK. In considering our potential financial exposure in this area we are fully cognisant of both our commitments in the UK and the risks of rapid expansion. We are likely to pursue this strategy with partners who will both share the financial risk and, where appropriate, bring knowledge of local markets. Preliminary results The Company has today announced in a separate announcement its audited preliminary results for the year ended 31 March 2001. Turnover for the year was £4.2 million, a rise of 211%. Additional revenue of £231,000 was derived from an insurance claim, giving total revenue of £4.4 million. At the year end, underlying revenues on an annualised basis have risen to £5.6 million, an increase of 182% compared to the previous year. The Group has incurred a pre-tax and pre-exceptional loss of £1.5 million for the twelve months, with a further exceptional loss of £300,000, charged in the period for the relocation of the Staples Corner store, in all totalling £1.8 million. This performance is ahead of expectations due to a combination of strong trading from our open stores and a lower than expected depreciation charge. Results for the next two years will inevitably be affected by the start up costs associated with our store opening programme and an increase in the depreciation charge as new stores open. Current Trading and Prospects Since 31 March 2001 all stores have performed strongly and both occupancy and revenue are ahead of budget. Big Yellow has now established itself as a leading protagonist in the UK's self-storage sector. We have a strong emerging brand with an unparalleled portfolio of stores in location and quality terms. Most importantly, we have a strong team of people at both the stores and head office. As indicated at the time of the flotation the Directors' current intention is that the Company will seek admission to the Official List in the first half of 2002. Details of the Placing and Open Offer Cazenove has agreed, as agent for the Company, to make the Open Offer under which Qualifying Shareholders may apply for 19,297,076 New Ordinary Shares at the Issue Price on the basis of: 1 New Ordinary Share for every 5 Existing Ordinary Shares held on the Record Date and so in proportion for any other number of Existing Ordinary Shares then held, rounded down to the nearest whole number of New Ordinary Shares. Qualifying Shareholders may apply for any number of New Ordinary Shares up to their maximum entitlements as set out on their Application Forms. The New Ordinary Shares will be offered at the Issue Price to Qualifying Shareholders on a pre-emptive basis under the terms of the Open Offer. The New Ordinary Shares the subject of the Open Offer, to the extent they are not taken up by Qualifying Shareholders, will be taken up by institutional shareholders under the terms of the Placing at the Issue Price. Cazenove and the Company have received irrevocable undertakings from the Directors, their connected persons and certain other shareholders not to take up their entitlements to shares under the Open Offer in respect of 13,489,536 New Ordinary Shares. These shares will be placed firm with institutional investors under the terms of the Placing. Cazenove, as agent of the Company, shall procure subscribers for the New Ordinary Shares not taken up by Qualifying Shareholders under the Open Offer or, failing that, will subscribe as principal for the New Ordinary Shares to the extent that these shares are not subscribed for by investors under the Placing. The New Ordinary Shares will be allotted as fully paid in registered form and at the time of the issue will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive any dividend declared or paid on the Ordinary Shares after Admission. The Placing and Open Offer are conditional, inter alia, on the Underwriting Agreement having become unconditional in all respects and not having been terminated in accordance with its terms. The Underwriting Agreement is conditional, inter alia, on Admission. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence on 1 June 2001. If the conditions of the Placing and Open Offer are not fulfilled on or before 8.30a.m. on 1 June 2001 (or such later date, being not later than 8.30a.m. on 8 June 2001, as Cazenove may decide), application monies will be returned to applicants without interest as soon thereafter as is practicable. Directors' Intentions and Irrevocable Undertakings All of the Directors and certain of their connected persons have irrevocably undertaken not to take up any of their entitlements to an aggregate of 5,860,356 New Ordinary Shares representing 30.4% of the total New Ordinary Shares. At the time of the flotation the Directors gave an undertaking not to dispose of their existing Big Yellow Shares for a period of at least 12 months from May 2000 or until publication of the Group's audited results for the year ended 31 March 2001. The Directors have now extended this commitment to publication of the Group's interim results for the 6 months ended 30 September 2001. These restrictions will continue thereafter for a period of 12 months in relation to 50% of each of the Directors' holdings. Under certain limited circumstances, or with the consent of Cazenove, these restrictions may be waived. The Prudential Insurance Company of America, its subsidiaries and funds managed by them and TR Property Investment Trust PLC have also irrevocably undertaken not to take up their entitlements to 5.6 million and 2.0 million New Ordinary Shares representing 29.17% and 10.36% of the total New Ordinary Shares respectively. Further Information Today, shareholders are being sent a Prospectus giving details of the Placing and Open Offer and an Application Form to subscribe for their entitlement to New Ordinary shares under the Open Offer. Expected Timetable for the Placing and Open Offer Record Date for entitlements: close of business on 2 May 2001 Prospectus and Application Form posted to Qualifying Shareholders: 4 May 2001 Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer: 3.00 p.m. on 29 May 2001 Dealings expected to commence in the New Ordinary Shares and CREST accounts credited: 1 June 2001 Definitive certificates for New Ordinary Shares expected to be despatched by: 8 June 2001 Enquiries Nicholas Vetch (Chief Executive), Big Yellow - 01276 470190 / 07768 156575 (mobile) James Gibson (Finance Director), Big Yellow - 01276 470190 Richard Cotton, Cazenove & Co. Ltd - 020 7588 2828 Dermot McKechnie, Cazenove & Co. Ltd - 020 7588 2828 Notes Cazenove & Co. Ltd, which is regulated by The Securities and Futures Authority Limited, is acting exclusively for Big Yellow and no one else in connection with the Placing and Open Offer and will not be responsible to anyone other than Big Yellow for providing the protections afforded to customers of Cazenove & Co. Ltd or for giving advice in relation to the Placing and Open Offer. The contents of this press release, which have been prepared by and are the sole responsibility of Big Yellow, have been approved by Cazenove & Co. Ltd solely for the purposes of Section 57 of the Financial Services Act 1986. Words and expressions defined in the Prospectus have the same meaning when used in this announcement. The information contained herein is not for publication or distribution to persons in the United States, Canada, Australia or Japan. The securities referred to herein have not been and will not be registered under the US Securities Act of 1993, as amended, and may not be offered or sold in the United States, without registration thereunder or pursuant to an available exemption therefrom. No public offering of the Company's shares is being made in the United States.
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