Acquisition

Inchcape PLC 24 April 2008 INCHCAPE EXPANDS FURTHER IN HIGH GROWTH RUSSIAN MARKET Highlights • Acquisition of Musa Motors Group, one of Russia's largest car retailing groups, based in Moscow • Provides Inchcape with a significant scale position in Moscow with 16 sites with key global OEM brand partners • Earnings enhancing in 2008 • Complements existing Russian operations and provides platform for further growth • 2009 combined Russian revenue expected to reach £1bn. • Delivering on our Emerging Markets strategy Summary Inchcape plc ('Inchcape' or the 'Group'), the world's leading car retailer, today announces its acquisition of an initial 75.1 per cent. shareholding in Musa Motors Group ('Musa Motors Group' or 'Musa Motors'), a top ten car retailer in Russia and a top 3 retailer of premium brands with a strong customer focus. Its portfolio includes BMW, MINI, Jaguar, Land Rover, Volvo, Chrysler, Jeep, Dodge, Rolls-Royce and Renault. The initial consideration is $200.0m (£100.3m) for 75.1 per cent., with additional potential consideration payable based on Musa Motors performance in 2008, which will be funded from the Group's existing financial resources. This transaction, once completed, will significantly increase the scale of Inchcape's Russian operations and provide a strong platform for the Group's growth strategy in Russia. Musa Motors Group Musa Motors is headquartered in Moscow and has operated in Russia since 1992. During 2007, Musa Motors sold 13,281 cars. In the first quarter of 2008, Musa Motors sold 3,222 cars, a 52.8 per cent. increase over the same period in 2007. Musa Motors is one of a limited number of scale operators in Russia focused on premium brands. It operates 16 franchised retail centres for the following brands: BMW, MINI, Jaguar, Land Rover, Volvo, Chrysler, Jeep, Dodge, Rolls-Royce and Renault. These retail centres are primarily located in Moscow and the surrounding Moscow region, together with a Rolls-Royce showroom in St Petersburg. Over the next three years, Musa Motors expects to open a further 4 retail centres in Moscow for existing and new OEM partners and relocate 4 retail centres to larger new facilities. This will result in Inchcape having 21 retail centres in Moscow, which includes Inchcape's existing joint venture agreement with the Independence Group of Companies to retail Toyota. Inchcape and Musa Motor's management team will drive forward the planned developments of new retail centres and build further on Musa Motors' successful operations. Musa Motors has an experienced operational management team who will remain with the business. Its operations trade under the brands Borishof (BMW, MINI and Rolls-Royce) and Musa Motors (other brands). The retail centres provide a full range of services, including retail of new and used cars, aftersales and sales of finance and insurance products. In line with Inchcape's strategy of building a scale position in Russia, the acquisition significantly increases its presence in Moscow and provides a platform from which the Group expects to expand into the regions outside St Petersburg and Moscow. Russia's car market is the largest in Central and Eastern Europe and is experiencing rapid growth. According to Avtostat, brands sold by Musa Motors experienced average growth of 50 per cent. in the year ended 31 December 2007. Musa Motors financial record and expected financial effects for Inchcape In the year ended 31 December 2007, Musa Motors' turnover and EBIT were $597.4 million (£297.4m) and $23.1 million (£11.5m), respectively (see note 1). Inchcape expects that the transaction will be earnings enhancing (before one-off costs and amortisation of goodwill on intangible assets) in the year ending 31 December 2008 and thereafter. The acquisition is expected to satisfy the Group's internal rate of return criteria for its investments in emerging markets (see Note 3). Summary terms of the acquisition agreement The consideration for Inchcape's 75.1 per cent. shareholding will be based on an enterprise value calculated as a multiple of audited EBIT for the year ending 31 December 2008. A down payment of $200.0m (£100.3m) will be made upon completion of the transaction, with the balance of the consideration (net of any debt within Musa Motors) due on completion of the audit of Musa Motors' 2008 accounts. The total consideration for the acquisition of the 75.1 per cent shareholding is subject to a cap of US$450.0m (£225.7m). Completion of the acquisition is subject to approval of regulatory authorities in Russia and is expected to occur in the second half of 2008. Inchcape will acquire the remaining 24.9 per cent. shareholding based on an enterprise value calculated as a multiple of audited EBIT for the year ending 31 December 2010, following completion of the audit of Musa Motors' 2010 accounts. The acquisition of the remaining 24.9 per cent shareholding is subject to a cap of US$250.0m (£125.4m). All consideration payable by Inchcape will be in cash and funded from the Group's existing financial resources. Dresdner Kleinwort advised Inchcape on this transaction. Troika Dialog advised the selling shareholders of Musa Motors Group. Andre Lacroix, Group Chief Executive of Inchcape, commented: 'This is a significant step in the development of our operations in Russia, giving us the opportunity to operate a scale business in this fast growing market, with many of our key OEM brand partners. This acquisition positions Inchcape with one of the best and most modern networks of premium brands in Moscow, and we expect our combined revenues in Russia to reach £1bn in 2009. The transaction, which is in-line with our strategy of expansion in Emerging Markets, together with our existing businesses in St Petersburg, provides us with a strong springboard for regional roll-out in Russia. We will leverage our strong local management and market understanding, our global OEM relationships and our unique global retail model. The Group retains significant capacity to make further acquisitions in international markets.' For further information, please contact: Group Communications, Inchcape plc +44 (0) 20 7546 0022 Investor Relations, Inchcape plc +44 (0) 20 7546 8432 Financial Dynamics (Jonathon Brill/Billy Clegg) +44 (0) 20 7831 3113 NOTES TO EDITORS Inchcape plc Inchcape plc is the leading independent, international automotive retailer, with scale operations in Australia, Belgium, Greece, Hong Kong, Singapore and the UK. The Group also has operations in a number of other markets, including Eastern Europe, the Baltics, China, Russia and South America. In addition to growing its core businesses, Inchcape is looking to develop scale operations in new and emerging regions. It represents leading automotive brands and operates either a retail, or a vertically integrated retail model (i.e. exclusive distribution and retail), depending on the market. Inchcape's current key manufacturer partners are Toyota/Lexus, Subaru, BMW, Mazda, Mercedes-Benz, Volkswagen, Audi and Honda. For further information, visit us at www.inchcape.com 1. In the year ended 31 December 2007, the Musa Motors Group had unaudited turnover of US$597.4m (£297.4m), earnings before interest and tax (EBIT) of US$23.1m (£11.5m) and profit before tax of US$20.8m (£10.3m). As at 31 December 2007, the Musa Motors Group had unaudited gross assets of US$138.7m (£69.8m). This financial information has been extracted from the Musa Motors Group management accounts and adjusted for certain non-recurring and normalisation items. 2. Under the agreed terms of the acquisition, a new company will be established, 75.1 per cent. owned by Inchcape, to acquire the Russian companies comprising Musa Motors Group from their existing shareholders Broadzone Ltd, Bradholm Networks Ltd, Harnley Experts Ltd and Brightport Merchants Ltd. 3. This statement should not be taken to mean that future earnings per share of Inchcape following the acquisition will necessarily match or exceed historic earnings per share and no forecast is intended or implied. 4. Certain statements made in this announcement are forward-looking statements. Such statements are based on current expectations, and by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information does not assume any responsibility or obligation to update publicly or revise any of the forward-looking statements contained herein. Dresdner Kleinwort Limited, which is authorised and regulated by the Financial Services Authority, is acting for Inchcape and for no-one else in connection with the transaction and will not be responsible to anyone other than Inchcape for providing the protections afforded to clients of Dresdner Kleinwort Limited nor for affording advice in relation to the transaction or any other matter referred to in this announcement. This information is provided by RNS The company news service from the London Stock Exchange

Companies

Inchcape (INCH)
UK 100

Latest directors dealings