Coolchain Group Acquisition Agreed

Dart Group PLC 1 November 1999 DART GROUP PLC ('Dart Group') ACQUISITION OF COOLCHAIN GROUP LIMITED ('Coolchain') Dart Group has agreed, subject to shareholder approval, to purchase the entire issued share capital of Coolchain from Credit Agricole Indosuez, the French bank. The acquisition will be immediately earnings enhancing after the amortisation of goodwill and financing costs. Coolchain is the largest distributor of fresh produce from Kent to major supermarkets' regional distribution centres throughout the UK. At present Coolchain operates a fleet of 106 trucks and 122 temperature-controlled trailers. Coolchain's core business is similar to that of Dart Group's distribution division, having secured important nationwide distribution contracts from the South-East. Coolchain's operations can be integrated into Dart Group's existing distribution network, thereby delivering more efficient utilisation of the enlarged vehicle fleet and the provision of the most cost-effective service for multiple retail customers. Coolchain is especially well positioned in Kent to serve both local produce growers and those importers whose products arrive via Dover Docks, the Channel Tunnel and the nearby Sheerness deepwater terminal. The directors of Dart Group believe that this acquisition will enable the enlarged distribution division to achieve the critical mass and economies of scale necessary to support ongoing investment in the business, particularly on IT and other systems. They, therefore, believe that this acquisition will secure the position of Dart Group's distribution division as the UK market leader in the fresh produce distribution sector. Consideration of £14.2m is payable in cash on completion, subject to an adjustment based on the amount by which Coolchain's consolidated net assets at completion differ from the amount of approximately £4.1m reported in its latest audited accounts as at 1 May 1999. This net asset adjustment is expected to increase the consideration by approximately £0.4m. Under the terms of the acquisition agreement, Dart Group has also undertaken to procure that Coolchain will repay any debt outstanding to Credit Agricole Indosuez at completion, subject to a maximum of £2.2m. In view of its size, this acquisition requires the approval of Dart Group's shareholders. A circular giving details of the acquisition and information about Coolchain and containing notice of an extraordinary general meeting to approve the acquisition will be posted to shareholders in due course. Reasons for the acquisition and information on Coolchain In his Chairman's Statement for the year ended 31 March 1999, Philip Meeson noted that Dart Group's distribution division had continued to attract substantial new business. It was also indicated that the division was actively seeking to strengthen its presence in key growing and importing areas in order to develop its services. With its position in the East of England firmly established through the development of the Group's distribution centre in Spalding, Lincolnshire, and the newly-opened Portsmouth centre covering the Solent areas of Hampshire and West Sussex, the South-East is the next geographical region where Dart Group believes there is significant potential for profitable expansion. The acquisition of Coolchain will give the enlarged distribution network a broader customer and geographical base. It will also strengthen customer relationships, particularly those with the national supermarket chains with whom the distribution division already works closely to create services tailored to their particular needs. Coolchain's audited accounts for the period ended 1 May 1999 showed an operating profit of approximately £0.5m on turnover of over £26.8m. In that period, Coolchain acquired new contracts to consolidate fresh produce from Kent for two of the top four national supermarkets. Since that time Coolchain has continued to win new business and to improve the efficiency of its operations so that the real impact of the current level of business will be seen in the current year's trading. As well as meeting Dart Group's strategic aims, Coolchain closely matches the distribution division's existing operating culture. The operational management team that has been responsible for Coolchain's two operating sites in Kent, at Teynham and Paddock Wood, will be working with Dart Group's incoming distribution division management team to promote and expand the interests of the enlarged division. Contacts: Philip Meeson, Chairman Tel: 01202 597676 Mobile: 0385 258666 Mike Forder, Group Finance Director Tel: 01202 597676 Mobile: 0421 865850

Companies

Jet2 (JET2)
UK 100

Latest directors dealings