Re: Inchcape plc

Guinness Peat Group PLC 15 February 2001 GUINNESS PEAT GROUP plc LETTER TO THE CHAIRMAN OF INCHCAPE plc Sir Ron Brierley, Chairman of Guinness Peat Group plc ('GPG') has today written to Sir John Egan, Chairman of Inchcape plc ('Inchcape'), proposing a number of measures to enhance shareholder value. The full text of the letter is attached. TEXT OF LETTER FROM SIR RON BRIERLEY TO SIR JOHN EGAN, CHAIRMAN OF INCHCAPE plc. Dear Sir, Realisation of Value Guinness Peat Group plc ('GPG') is the largest shareholder in Inchcape plc, with 14.13 million shares, which represents 16% of the issued capital of the company. We are reasonably familiar with the company's operations and financials and we thank you for your assistance in clarifying various aspects for us. We note the announcement of 15 December 2000 that £100 million cash has been repatriated from Holland to UK and it is our strong submission that these funds should be immediately returned to shareholders in the form of a capital distribution of £1 per share. Notwithstanding the merit of the 1999 reconstruction, which reduced Inchcape to a pure automotive group, we question whether the residual operating structure continues to be appropriate in view of motor industry developments in Europe and elsewhere in the past year. Inchcape's loss of Toyota in the UK must have major significance for the future. The remaining UK businesses lack sufficient substance and cohesion and any new acquisition would have credibility problems after the company's long standing and high profile identification with Toyota. Mazda France (once highly profitable) has now disappeared, the 40% interest in Mazda GB looks increasingly tenuous and the UK dealerships are well represented in number but not in location. Customer marketing areas ('CMA's') are steadily becoming more important than individual dealerships but to the best of our knowledge, Inchcape has not yet established its first CMA in any marque. Many of Inchcape's locations would complement other retail motor groups and would be more valuable to them than in the present ownership. Maranello Concessions is a quality niche business but, once again, would be of greater value if sold to an aggressive entrepreneurial owner. The overseas subsidiaries are largely a legacy of a bygone colonial era and in reality there is no added value in UK ownership of diverse geographic locations. It is difficult to see that motor vehicle dealerships in Singapore in particular, and in Hong Kong and Australia, are enhanced by the remote control and added cost burden of a London head office. As you are aware, Guinness Peat Group (Australia) Pty Ltd has made an approach to Inchcape Motors Ltd with a view to making a takeover offer at an indicative price of S$1.65 per share, which is well in excess of previous market value. The additional public listing in Singapore appears to add nothing to Inchcape plc and if the offer is successful, you will receive approximately £66 million, which will be available for debt reduction and a further return to shareholders. As an overall view, we believe Inchcape has an excellent opportunity to obtain the full value of its individual components by a controlled program of realisation rather than prolonging the existence of an outdated model for the sake of doing so. On this basis, shareholders would also effectively gain the benefit of the capitalised value of the company's central costs of £20 million per annum (very high?) and eliminate the continuing cash drain of 'Autobytel'. On our estimates, there is an ultimate realisation value of well in excess of £5 per share available to shareholders in direct contrast to what we anticipate will be a disappointing Year 2000 result to be announced next month. Last, but not least, we would fully support fair and proper retirement packages for Board and management in recognition of a difficult but responsible decision to pursue a realisation program in the best interests of all shareholders of Inchcape plc. We look forward to your response to the proposed initial return of capital of £1 per share. Yours faithfully, Ron Brierley, CHAIRMAN Enquiries: Square Mile BSMG 020 7601 1000 Kevin Smith

Companies

Coats Group (COA)
UK 100

Latest directors dealings