Demerger

Kingfisher PLC 17 June 2003 EMBARGOED UNTIL 0700 HOURS 17 June 2003 Kingfisher plc Kingfisher proposing to demerge Kesa Electricals plc on 7 July 2003 Kingfisher plc ('Kingfisher') announces that it is posting documents to its shareholders today proposing the demerger and public listing of Kesa Electricals plc ('Kesa Electricals'). The Kingfisher Extraordinary General Meeting ('EGM') to approve the demerger is scheduled for 4 July. If the demerger is approved by shareholders, Kesa Electricals is expected to start trading as a separate company on 7 July. As a result of the demerger Kingfisher shareholders will continue to hold their shares in Kingfisher and will receive a direct pro rata interest in Kesa Electricals. Kesa Electricals is Europe's third largest electricals retailer, operating 790 stores across seven European countries. The company holds the market leading positions in France through Darty and BUT and is number two by sales in the UK market with Comet. It also has leading positions in Belgium and the Czech Republic and Slovakia. Kesa Electricals will be chaired by David Newlands. Its chief executive will be Jean-Noel Labroue who has headed the group under Kingfisher since autumn 2000, and will resign from the Kingfisher Board following shareholder approval of the demerger. Martin Reavley, formerly director of corporate development at Kingfisher and managing director of Chartwell Land plc will be Finance Director. Michel Brossard, Andrew Robb and Peter Wilson have been appointed as non- executive directors of Kesa Electricals. Kesa Electricals will be listed on the London Stock Exchange and, subject to the approval of the French stock market authorities, will have a secondary listing on the Premier Marche in Paris. Following the demerger Kingfisher will be focussed on developing its activities as a dedicated home improvement retailer. It is Europe's leading home improvement retailer and the world's most international, operating 600 stores across Europe and Asia. Kingfisher enjoys market leading positions in the UK, France, Poland, Italy, Taiwan and China. Commenting, Francis Mackay, Chairman of Kingfisher, said: 'The final step in our strategic transformation, the demerger of Kesa Electricals, is now in sight and within the promised timetable. The managements of these two strong and focused businesses can now concentrate on the growth opportunities in each of their markets. ' Commenting, David Newlands, Chairman of Kesa Electricals, said: 'I am very excited about the opportunities that the demerger presents for the Kesa business. Kesa Electricals is a leading player in the European electricals retail market with strong brands and strong market positions. The demerger will bring greater focus to the business and enable us to drive future growth while maximising value for our shareholders. ' Enquiries Telephone No Kingfisher plc Ian Harding +44 (0) 20 7644 1029 Loraine Woodhouse +44 (0) 207 644 1032 Kesa Electricals plc Analysts: +44 (0) 20 7251 3801 Lucy Barber Press: +44 (0) 20 7251 3801 Rollo Head Notes to Editors: 1. Under the proposals, Kingfisher shareholders on the register at 06.00 a.m. on 7 July 2003 (the 'Demerger Record Time ', will receive one Kesa share of nominal value of 5 pence for each Kingfisher share of nominal value of 13.75 pence held at the Demerger Record Time. Immediately after the demerger is effective, the share capital of Kesa Electricals will be consolidated. Consequently, Kingfisher shareholders will receive one consolidated Kesa share of nominal value of 25 pence for every five Kesa shares of nominal value 5 pence each held immediately following admission to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities ('Admission'). 2. The demerger is conditional upon Kingfisher shareholder approval at an Extraordinary General Meeting to be held at 9:00 a.m. on 4 July 2003 (the 'EGM') and on Admission. 3. Dealings in Kesa shares on the London Stock Exchange and, subject to the approval of the French stock market authorities, on the Premier Marche of Euronext Paris are expected to commence at 8:00 a.m. (London Time) on 7 July 2003. 4. In addition, immediately after the demerger is effective and conditional on Kingfisher shareholder approval at the EGM, the share capital of Kingfisher will be consolidated on the basis of seven consolidated Kingfisher shares of 15 5/ 7 pence each for every eight Kingfisher shares of 13.75 pence held at the Demerger Record Time. The information in this summary should be read in conjunction with the full text of the attached announcement. This press release, which has been prepared by and is the sole responsibility of Kingfisher, has been issued by Kingfisher and has been approved by UBS Limited, a subsidiary of UBS AG, and by Goldman Sachs International solely for the purposes of section 21 (2)(b) of the Financial Services and Markets Act 2000. UBS Limited, which is regulated in the UK by the Financial Services Authority, is acting exclusively for Kingfisher and Kesa Electricals in connection with the demerger, share consolidations and Admission and will not be responsible to anyone other than Kingfisher and Kesa Electricals for providing the protections afforded to customers of UBS Limited nor for providing advice in relation to the Demerger, share consolidations or Admission. Goldman Sachs International, which is regulated in the UK by the Financial Services Authority, is acting exclusively for Kingfisher in connection with the demerger and Kingfisher share consolidation and will not be responsible to anyone other than Kingfisher for providing the protections afforded to customers of Goldman Sachs International nor for providing advice in relation to the Demerger and Kingfisher share consolidation. Today, 17 June 2003, Kesa Electricals' management team will host a presentation about its business to research analysts in London. High resolution photographs of Kesa Electricals management are available free of charge at www.newscast.co.uk (+44 (0) 207 608 1000). Kingfisher plc Kingfisher proposing to demerge Kesa Electricals plc on 7 July 2003 Introduction Kingfisher plc ('Kingfisher') announces that documents relating to the proposed demerger and listing of its Electricals business (the 'Demerger') are being posted today. The Demerger, will provide for the establishment of a separate company, Kesa Electricals plc ('Kesa Electricals' or the 'Company') as the parent company of Darty, Comet, BUT, Vanden Borre, BCC and Datart (the 'Electricals Business' of the Kesa Group). Kingfisher will effect this Demerger by declaring a dividend in specie to be satisfied by transferring the Electricals Business to Kesa Electricals and Kesa Electricals issuing new shares to Kingfisher shareholders pro rata to their holding of Kingfisher shares at the Demerger Record Time. The demerger is conditional on Kingfisher shareholder approval and on admission of the Kesa Electricals shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange ('Admission'). Expected timetable The notice convening the Extraordinary General Meeting of Kingfisher for 9:00 a.m. on 4 July 2003, is set out in a Circular being sent to Kingfisher shareholders today. At that meeting, shareholder approval will be sought for the Demerger and other related proposals. If approved by shareholders, it is expected that the Demerger will become effective and the shares in Kesa Electricals will commence trading at 8:00 a.m. on 7 July 2003. In order to be on the register at the Demerger Record Time (6.00 a.m., 7 July 2003), transfers of Kingfisher shares should be lodged by close of business on 4 July 2003. Background to and reasons for the Demerger In September 2000, Kingfisher announced a major reorganisation of the group. The first phase involved the separation of its UK-based general merchandise business, which included Woolworths and Superdrug. The demerger of the Woolworths Group, sale of Superdrug and the disposal of Kingfisher's general merchandise high street property portfolio were completed during 2001. Kingfisher announced the second and third phases of its strategic transformation in May 2002. These involved the acquisition of the outstanding minority interests in Castorama and the separation of Kingfisher's Electricals Business from its Home Improvement Business. Kingfisher now intends to undertake the third and final phase of its strategic transformation by demerging its Electricals Business. Kingfisher has explored a number of separation options since May 2002. These include a sale to trade or financial buyers and an Initial Public Offering. In current market conditions, however, the Kingfisher Board believes the Demerger is most likely to deliver greatest shareholder value and is therefore the preferred option. The separation of the Electricals Business will enable Kingfisher's management team to focus on its vision as a dedicated home improvement retailer: to create an integrated, international business that combines international scale with local marketing and operational skills. Kingfisher will continue to concentrate on attractive growth markets where it can establish leading positions because it believes that this will deliver superior returns on invested capital and so create additional value for shareholders and enhanced opportunities for employees. Similarly, the separation will allow the Kesa Electricals management team to implement its shared trading philosophy across all its retail brands, leveraging its strong market positions, extensive store network and other distribution channels and established supply chains to drive growth and returns for its shareholders. Basis of the Demerger Conditional on passing of the Demerger Resolution at the Extraordinary General Meeting and on Admission, Kingfisher shareholders will be issued: one Kesa share of nominal value of 5 pence for each Kingfisher share of nominal value of 13.75 pence held at the Demerger Record Time. Immediately after the Demerger is effective, the share capital of Kesa Electricals will be consolidated. Consequently, Kingfisher shareholders will receive: one consolidated Kesa share of nominal value 25 pence for every five Kesa shares of nominal value 5 pence each held immediately following Admission. In addition, immediately after the Demerger is effective and conditional on Kingfisher shareholder approval at the EGM, the share capital of Kingfisher will be consolidated on the basis of seven Kingfisher shares of 15 5/7 pence each for every eight Kingfisher shares of 13.75 pence held at the Demerger Record Time. It is expected that, on 7 July 2003, Kesa shares will be admitted to the Official List and to trading on the London Stock Exchange and, subject to the approval of the French stock market authorities, on the Premier Marche of Euronext Paris and that dealings in these shares will commence on that date. Kingfisher shares will continue to be listed on the London Stock Exchange and on the Premier Marche of Euronext Paris. Individual fractional entitlements to consolidated Kesa shares and consolidated Kingfisher shares will be aggregated and sold in the market. Kingfisher will retain the aggregate proceeds of sale of such consolidated Kesa shares and consolidated Kingfisher shares unless the aggregate amount to which any shareholder would be entitled (net of any commissions, dealing costs and administrative expenses) is £1 or more in which case that entitlement will be distributed to such shareholder proportionately to his entitlement, with cheques for such proceeds expected to be despatched to those entitled (at their risk) by 14 July 2003. Further details of the Demerger, the share consolidations and the related proposals relating to employee share schemes are set out in the Circular to Kingfisher shareholders and the Kesa Electricals Listing Particulars, both dated 17 June 2003. Kesa Electricals dividend policy The Directors of Kesa Electricals intend to maintain a progressive dividend policy, recognising the cash generative nature of the Kesa Group's operating businesses, with a view to maintaining average dividend cover over time of around two times. It is intended that the Group's interim dividends will be paid in December and final dividends will be paid in July in the approximate proportions of 25 per cent. and 75 per cent. respectively of the total annual dividend. Subject to the business performing in line with current expectations, the Directors of Kesa Electricals expect to pay in December 2003 an interim dividend of 0.5 pence per non-consolidated Kesa share (or 2.5 pence per consolidated Kesa share) for the six month period ending 2 August 2003. Kingfisher dividend policy The Directors of Kingfisher do not expect that the Demerger will affect the absolute level of dividends paid in respect of the current financial year to existing Kingfisher shareholders who retain their shares in Kingfisher and Kesa Electricals but those dividends should reflect each group's performance throughout the current financial year. The Directors of Kingfisher confirm that the Kingfisher dividend policy will continue to reflect its strategy of investment and growth with the aim of growing dividends progressively. In the context of this policy, Kingfisher has historically maintained a target dividend cover of between 2.0 and 2.5 times, which is compatible with a retail business investing for future growth. The Board of Kingfisher considers that this policy is still appropriate. Kingfisher intends to pay an interim dividend in respect of the six month period ending 2 August 2003 in November 2003. Continuing arrangements between Kesa Electricals and Kingfisher Following the Demerger, Kingfisher and Kesa Electricals will each operate as separate publicly listed companies and neither Kingfisher nor Kesa Electricals will retain any shareholding in the other. Implementation of the Demerger and the relationship between Kingfisher and Kesa Electricals after the Demerger is principally regulated by a Demerger Agreement entered into on 17 June 2003. Kingfisher has agreed with Kesa Electricals that, following the Demerger, Kingfisher will continue to provide certain limited head office and related services to Kesa Electricals and Kesa Electricals will provide Kingfisher with certain services. These services will be provided on an arm's length and temporary basis pursuant to a Transitional Services Agreement entered into by Kingfisher and Kesa Electricals on 17 June 2003 (or pursuant to other ongoing agreements and arrangements). Allocation of net indebtedness As part of the Demerger part of the funding balances due to the Kingfisher Group are being capitalised and the remaining funding balances due to the Kingfisher Group are being repaid to Kingfisher through drawdown of the Kesa Group's new facilities. The pro forma net debt for the Kesa Group as at 1 February 2003 is £368 million. Further, following Demerger, Kesa Electricals will repay working capital amounts owed by the Kesa Group to the continuing Kingfisher Group as at Demerger. The Kesa Electricals' business The Kesa Group is an electricals and furniture retailer operating as at 1 February 2003 through 790 stores in seven European countries. It is Europe's third largest electricals retailing business by sales. The Kesa Group's businesses offer a broad range of home equipment products across the key white, brown and grey electrical product categories. In addition, BUT offers a wide selection of furniture products. The Kesa Group has market leading positions in electricals retailing in France (Darty and BUT), Belgium (Vanden Borre) and in the Czech and Slovak market (Datart). It also has the number two position in the UK (Comet) and a leading presence in the Netherlands (BCC). Kesa Electricals holds the number two position in furniture retailing in France through BUT. Kesa Electricals' businesses share a trading philosophy based on three principles: Best Price, Best Choice and Best Service. This distinctive customer proposition is designed to address the needs of a broad customer base, to create strong brand loyalty in its customers and to deliver a business model that is both profitable and cash generative. This model has a track record of success within Kesa Electricals and is being rolled out across the Group's businesses in line with changing customer aspirations, so as to differentiate Kesa Electricals' retail brands from those of its competitors. Kesa Group sales for the financial year to 1 February 2003 were more than £3.4 billion (€ 5.4 billion) with total retail profit of £193.3 million (€ 306.0 million). Trading record Year ended 1 February 2 February 3 February 2003 2002 2001 £ million £ million £ million Turnover 3,439.6 3,223.7 2,976.1 Retail profit 193.3 206.7 199.1 A superior business model: European vision with a local feel - Whilst each of the Kesa Group's businesses has its own distinct characteristics relevant to its own heritage and the nature of its local market, each increasingly shares Kesa Electricals' trading philosophy. Strong market positions - The Group has leading positions in electricals retailing in France (Darty and BUT), UK (Comet), Belgium (Vanden Borre), Netherlands (BCC) and in the Czech Republic and Slovakia (Datart). Kesa Electricals holds the number two position in furniture retailing in France through BUT. Outstanding brand equity - The Kesa Group's brands are amongst the most highly recognised brands in European electricals retailing. All of Kesa Electricals' brands, particularly Darty and Comet, have a reputation for value for money, excellent choice and service. BUT has mass-market appeal with strong brand awareness based upon consistent communication of its 'right price' value proposition. Growth through constant innovation in formats, product offering and services - The Kesa Group invests constantly in evolving existing store formats and in developing new approaches to the retail consumer. The Group has enhanced its product offering and services to adapt to changing consumer attitudes, new products and technologies and local market structures. Scale benefits across its businesses - Kesa Electricals is pursuing a range of initiatives with the objective of maximising purchasing scale benefits across the Group for which Kesa Electricals has established a dedicated Group sourcing function. Decentralised infrastructure and Group convergence - Each Kesa Electricals operating business has its own centralised logistics and IT systems and at a Group level, Kesa Electricals is developing a common information system for the commercial and supply chain activities of Darty and Comet. Robust financial profile - Kesa Electricals has strong operating margins (5.5 per cent. in the financial year ended 1 February 2003 including joint ventures) and generates stable cash flows, which fund investment in growth opportunities in new and existing stores. Proven management team - Each Kesa Electricals brand has a separate management team responsible for delivering the Group's trading philosophy to customers and achieving the sales, profit and cash flow targets of individual businesses. These teams are highly experienced, multi-cultural and have a strong track record in home equipment retailing. Kesa Electricals strategy The Kesa Group aims to improve its financial performance by reinforcing its strong existing market positions in Europe and by maximising profits across its retail businesses. In addition, the Group will take advantage of growth opportunities to sell innovative products and services and to pursue its expansion in existing markets, while investigating other opportunities in selected European countries. The Kesa Groups' strategy encompasses the implementation of its shared trading philosophy across all its retail brands, leveraging its strong market positions, extensive store network and other distribution channels and established supply chain to drive growth and returns for its shareholders. Kesa Electricals' management team intends to implement this strategy by: - Strengthening each Kesa Electricals brand store network in its local market - Optimising purchasing scale benefits and product mix - Exploiting new product opportunities - Offering further value-added services - Continuing development of multi-channel strategy Kesa Electricals current trading and prospects The Kesa Group is continuing to face tough market conditions in continental Europe for both electricals and furniture products. Total sales for the first quarter grew 9.1 per cent. but declined 1.3 per cent. on a like-for-like basis. Retail profit fell by approximately 16 per cent. at constant exchange rates, in this seasonally less significant quarter. Although economic conditions remain difficult, especially in continental Europe, the Kesa Electricals Board considers that the prospects for the Group as a whole for the current financial year remain in line with its expectations. Kesa Electricals Board The Board of Kesa Electricals is as follows: Executive Directors Jean-Noel Labroue Chief Executive Officer Martin Reavley Finance Director Non-Executive Directors David Newlands Chairman Michel Brossard Andrew Robb Peter Wilson Kingfisher's business Kingfisher is Europe's leading home improvement retailer and the world's most international, with more than 600 stores across Europe and Asia. It is the largest home improvement business anywhere outside the USA with market leading positions in the UK, France, Poland, Italy, Taiwan and China. The Group's main brands are B&Q, Castorama and Brico Depot. Home Improvement sales during the financial year ended 1 February 2003 were more than £6.7 billion (including £358 million from Canadian business Reno-Depot which Kingfisher agreed to sell in April); total sales space was more than 4.1 million square metres. UK With 13.5 per cent. of the UK's repair, maintenance and improvement market, B&Q is the clear leader in UK home improvement. During the financial year ended 1 February 2003, B&Q achieved UK sales of £3.7 billion and had total sales space in the UK of around two million square metres. B&Q currently operates 324 stores divided between two formats-B&Q Warehouse and B&Q Supercentre. B&Q is also developing a new ''mini-Warehouse'' format with a programme of new store openings and conversions of existing Supercentres. All B&Q stores operate an ''every day low pricing'' (EDLP) pricing strategy. B&Q's 98 B&Q Warehouses offer around 35,000 product lines in stores with an average size of around 12,000 square metres. B&Q Warehouse targets serious DIY enthusiasts and trade professionals with a particular focus on garden and heavy end products as well as decoration and furniture products for the wider market. The 226 B&Q Supercentres stock around 16,000 product lines with product areas covering kitchen and bathroom equipment, lighting, floor coverings, tiles, gardening, hardware, decorating equipment, tools and heavy end products. France The combined Castorama and Brico Depot chains give Kingfisher the leading position in the French DIY market, which was worth approximately £11 billion during the financial year ended 1 February 2003. Kingfisher currently operates 105 Castorama stores and 57 Brico Depot stores, with total sales of £2.0 billion during the last financial year. Castorama stores have an average size of 9,000 square metres, although the largest stores are up to 12,000 square metres. Stores carry approximately 45,000 product lines covering decoration, hardware, heavy end building materials and garden products. Brico Depot is a smaller format chain aimed at home improvement enthusiasts and trade professionals, with stores offering around 15,000 product lines and highly competitive prices. Stores tend to be located in out-of-town retail parks and have an average size of 5,000 square metres. Brico Depot is planning to expand the network significantly during the next five years. International Kingfisher is concentrating its international development resources on markets in Europe and Asia that are attractive in terms of their size, expected growth and profitability, allowing the Group to achieve critical mass on a regional level and a position of market leadership. This will enable Kingfisher to exploit its strengths as a high volume, value-based retailer. In Europe, Kingfisher will focus its international efforts in Poland and Italy. At the year end, Castorama operated 16 Polish stores and believes there is scope for significant expansion. In Italy, Castorama has 14 stores and aims to drive towards a market leading position through further store expansion and format development. In Asia, Kingfisher will also continue to develop its established presence in Taiwan, where B&Q currently operates 14 stores, and in China, where it has eight stores. Kingfisher hopes to increase the Chinese store network to more than 50 over the next few years. Kingfisher is currently exploring three other international markets: Turkey, Spain and South Korea. In Turkey, Kingfisher operates five stores through a joint venture with the Koc Group. In Spain, Kingfisher will open three Brico Depot stores in the next twelve months. The first South Korean B&Q store will open in Seoul during 2004. Kingfisher is exploring options to exit its Castorama Brazil, Castorama Belgium and Castorama Germany businesses along with NOMI in Poland. On 23 April 2003, Kingfisher announced that it had agreed to sell Reno-Depot, its Canadian Home Improvement Business, subject to Canadian competition authority clearance and financing. Kingfisher expects to complete this sale in late summer 2003. In addition, Kingfisher has a strategic investment in Hornbach Holding AG, the leading German warehouse home improvement retailer which also has store operations in Austria, Luxembourg, the Netherlands, the Czech Republic and Switzerland. Joint commercial initiatives are taking place between B&Q, Castorama and Hornbach. Screwfix Direct is the UK's leading business-to-business mail order and online retailer of hardware and tools. It was acquired by B&Q in July 1999. Kingfisher's strengths Leading international home improvement retailer - Kingfisher's Home Improvement Business is mainly located in Europe and Asia. The Board believes that general demographic trends such as increasing numbers of households, rising levels of home ownership, rising income levels and increased media interest in home improvement will support continued growth in consumer demand for home improvement products and related services. Positioned in attractive markets - Kingfisher is Europe's leading home improvement retailer and the world's most international, with more than 600 stores across Europe and Asia. The Group enjoys market leading positions in the UK, France, Poland, Italy, Taiwan and China. It is the largest home improvement business anywhere outside the USA. Strong brands with a value-for-money reputation - Kingfisher operates some of the best known retail brands in European home improvement, including B&Q, Castorama and Brico Depot. Experienced management team - Kingfisher's businesses are led by management teams with considerable retailing experience. Significant property assets - Kingfisher continues to own a significant freehold property portfolio worldwide that is occupied primarily by its own operating companies in its key trading markets. Strong financial track record - Kingfisher's Home Improvement Business has demonstrated consistent year-on-year growth in revenue and operating profit. In the financial year ended 1 February 2003, sales grew by nearly 16 per cent. to £6.7 billion, with like-for-like sales up 4.3 per cent. Operating profit over the same period grew by 24 per cent to £534 million. On average, sales grew by 14.3 per cent, and operating profit by 13.4 per cent during the three financial years ended 1 February 2003. Kingfisher strategy Kingfisher aims to create an integrated, international home improvement business that combines international scale with local marketing and operational skills. The Group will concentrate on organic growth opportunities in Europe and Asia where it has, or can establish, market leading positions. Specific strategic goals include: - Roll-out successful store formats in attractive markets and accelerate product and service innovation - Revitalise Castorama France - Develop a strong, focused international business outside the UK and France to enhance Kingfisher's long term growth potential - Leverage Group sourcing scale and expertise to drive down the cost of goods and make supply chains more efficient Kingfisher capital markets instruments Discussions with the trustee of Kingfisher's £200 million 8.125 per cent. bonds due 2007 are ongoing to determine whether these bonds should be redeemed in accordance with their terms or whether proposals to amend their terms should be put to bondholders, in each case subject to the demerger taking place. Notes issued pursuant to Kingfisher's € 2,500 million Euro Medium Term Note Programme will remain outstanding following the Demerger. UBS Investment Bank (UBS) and Goldman Sachs International advised Kingfisher in respect of the demerger and UBS is acting as sponsor of the UK listing. BNP Paribas and Lazard Freres Banque advised Kingfisher on the French aspects of the demerger and are acting as joint sponsors of the French listing. Enquiries Telephone No Kingfisher plc Ian Harding +44 (0) 20 7644 1029 Loraine Woodhouse +44 (0) 20 7644 1032 Kesa Electricals plc Analysts: +44 (0) 20 7251 3801 Lucy Barber Press: +44 (0) 20 7251 3801 Rollo Head UBS Limited +44 (0) 20 7567 8000 Liam Beere Tim Waddell Patrick Coze +33 (0) 1 48 88 36 97 Goldman Sachs International +44 (0) 20 7774 1000 Yoel Zaoui Steve Wallace Matt McClure This press release, which has been prepared by and is the sole responsibility of Kingfisher, has been issued by Kingfisher and has been approved by UBS Limited, a subsidiary of UBS AG, and by Goldman Sachs International solely for the purposes of section 21 (2)(b) of the Financial Services and Markets Act 2000. UBS Limited, which is regulated in the UK by the Financial Services Authority, is acting exclusively for Kingfisher and Kesa Electricals in connection with the Demerger, share consolidations and Admission and will not be responsible to anyone other than Kingfisher and Kesa Electricals for providing the protections afforded to customers of UBS Limited nor for providing advice in relation to the Demerger, share consolidations or Admission. Goldman Sachs International, which is regulated in the UK by the Financial Services Authority, is acting exclusively for Kingfisher in connection with the Demerger and Kingfisher share consolidation and will not be responsible to anyone other than Kingfisher for providing the protections afforded to customers of Goldman Sachs International nor for providing advice in relation to the Demerger and Kingfisher share consolidation. BNP Paribas and Lazard Freres Banque are acting exclusively for Kingfisher plc and Kesa Electricals plc in connection with the Demerger and will not be responsible to anyone other than Kingfisher plc and Kesa Electricals plc for providing the protections afforded to the respective customers of BNP Paribas and Lazard Freres Banque nor for providing advice in relation to the Demerger. This press release does not comprise listing particulars or a prospectus relating to Kingfisher or Kesa Electricals and does not constitute an offer or invitation to purchase or subscribe for any securities of Kingfisher or Kesa Electricals and should not be relied on in connection with a decision to purchase or subscribe for any such securities. This press release does not constitute a recommendation regarding the securities of Kingfisher or Kesa Electricals. The financial information concerning Kingfisher and Kesa Electricals contained in this announcement does not amount to statutory accounts within the meaning of Section 240 of the Companies Act 1985. Information relating to Kesa Electricals and the Kesa Group contained in this press release has been extracted from the Listing Particulars relating to Kesa Electricals and published today. Information relating to Kingfisher has been extracted from the Circular to Kingfisher shareholders published today. Terms used in this press release but not defined herein have the meaning given to them in the Circular to Kingfisher shareholders or the Kesa Electricals Listing Particulars. Today, 17 June 2003, Kesa Electricals' management team will host a presentation about its business to research analysts in London. High resolution photographs of Kesa Electricals management are available free of charge at www.newscast.co.uk (+44 (0) 207 608 1000). This information is provided by RNS The company news service from the London Stock Exchange

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