Proposed Disposal

Storehouse PLC 7 April 2000 Not for release, publication or distribution in or into the USA, Canada, Australia or Japan Storehouse plc ('Storehouse') Proposed Disposal of Bhs Storehouse has agreed the sale of Bhs to Measuremarket Limited ('Measuremarket'), a newly formed company wholly owned by Philip Green and his family, for total cash consideration of £200 million, subject to Shareholder approval. Completion of the Disposal will enable Storehouse to: * Return approximately £100 million of the Disposal proceeds to Shareholders * Repay Group debt which amounted to approximately £70 million as at 31 March 2000 * Focus management and financial resources on the Mothercare recovery programme Commenting on the proposed sale of Bhs, Alan Smith, Chairman of Storehouse, said: 'The sale of Bhs will enable Storehouse to return approximately £100 million to Shareholders and to repay all Group debt. Storehouse can now focus its management and financial resources on accelerating the recovery programme at Mothercare which will create a strong multi- channel brand both nationally and internationally.' A circular will be posted to Storehouse Shareholders as soon as practicable. This summary should be read in the context of the full text of this announcement. 7th April 2000 Enquiries Storehouse 0207 339 2115 Alan Smith (Chairman) Chris Martin (Finance Director) Schroders (financial adviser to Storehouse) 0207 658 6000 Alan Jacobs Ian Hart Cazenove (broker to Storehouse) 0207 588 2828 Richard Wintour Brunswick (public relations adviser to Storehouse) 0207 404 5959 Susan Gilchrist Philip Green 0207 200 5910 WestLB Panmure (financial adviser to Measuremarket) 0207 638 4010 William Tebbit Schroders, which is regulated by The Securities and Futures Authority Limited, is acting for Storehouse in connection with the Transaction and for no one else and will not be responsible to anyone other than Storehouse for providing the protections afforded to customers of Schroders or for providing advice in relation to the Transaction. Merrill Lynch, which is regulated by The Securities and Futures Authority Limited, is acting for Storehouse in connection with the Transaction and for no one else and will not be responsible to anyone other than Storehouse for providing the protections afforded to customers of Merrill Lynch or for providing advice in relation to the Transaction. Cazenove & Co., who are regulated by The Securities and Futures Authority Limited, are acting for Storehouse in connection with the Transaction and will not be responsible to anyone other than Storehouse for providing the protections afforded to customers of Cazenove & Co. or for providing advice in relation to the Transaction. WestLB Panmure, which is regulated by The Securities and Futures Authority Limited, is acting for Measuremarket in connection with the Transaction and for no one else and will not be responsible to anyone other than Measuremarket for providing the protections afforded to customers of WestLB Panmure or for providing advice in relation to the Transaction. -------------------------------------------------------------------- Storehouse plc ('Storehouse') Proposed Disposal of Bhs 1. Introduction The Board of Storehouse announces that it has signed an agreement, conditional on approval by the Shareholders of Storehouse, for the sale of Bhs to Measuremarket Limited ('Measuremarket'), a newly formed company wholly owned by Philip Green and his family for total cash consideration of £200 million (the 'Disposal'). Following the Disposal, Storehouse intends to return approximately £100 million of the proceeds to Shareholders. 2. Principal terms of the Disposal Measuremarket will acquire the issued share capital of Bhs plc, Storehouse Properties Limited and Davenbush Limited (together 'Bhs'), on a debt and cash free basis, for total cash consideration of £200 million, payable in full upon completion of the Disposal. The consideration is subject only to adjustment to reflect movements in working capital on completion. Storehouse has agreed that it will pay Measuremarket a fee of £15 million if the Disposal is not approved by Storehouse's Shareholders. 3. Background to and reasons for the Disposal In November 1999 the Board of Storehouse announced that it had completed a fundamental review of the Group, its businesses and the markets in which they operate. The review considered options and proposals for the Group's corporate structure including the sale of its businesses, merger opportunities and demerger. The Board concluded that Shareholders' interests would be best served by restructuring and repositioning Bhs and Mothercare to operate in the future as separate, independent companies, at which time Storehouse would be dissolved. Since then Storehouse has received approaches from a number of parties expressing interest in acquiring the whole or parts of the Group. The Board reviewed these approaches in the context of the continuing underperformance of Bhs and its likely future prospects and concluded that the proposed sale of Bhs to Philip Green delivered the best option for Shareholders. The Board also took into account the purchaser's intention to continue to run the business as a large-space high street retailer which is in the interests of Bhs employees. The beneficial effects of the Disposal to the on-going Group will be substantial. The recovery programme at Mothercare, which will restore Mothercare's brand position as a destination store for all the needs of parents and small children, is well underway. The successful Mothercare World format is being expanded, Mothercare International is growing and Mothercare Direct will be much enhanced with the launch of Mothercare.com in June. As a result of the Disposal of Bhs, Storehouse management and financial resources can be dedicated solely to the acceleration of this programme. 4. Financial effects of the Disposal Following the Disposal, Storehouse intends to return approximately £100 million of the proceeds to Shareholders. It is proposed that the return of capital will be effected by means of a capital reduction, to be implemented via a Scheme of Arrangement under Section 425 of the Companies Act 1985. The balance of the proceeds, net of costs, will be used to repay Group debt, which amounted to approximately £70 million as at 31 March 2000, and for use in the continuing development of Mothercare. 5. Information on Bhs Bhs is a UK retailer principally of clothing and home products. Bhs operates through 161 stores in the UK and via 47 stores outside the UK with 11 franchise partners in 14 countries. In the 28 weeks ended 9 October 1999, Bhs recorded turnover of £370.7 million and generated a retail loss before exceptional items of £8.3 million. In the year ended 27 March 1999 Bhs recorded turnover of £856.2 million and generated retail profit before exceptional items of £86.4 million. As at 27 March 1999 Bhs had net assets of £496.9 million. 6. Other information The Disposal is conditional, inter alia, upon the approval of Storehouse's shareholders. Further details of the Disposal will be contained in a circular which will be posted to Storehouse Shareholders as soon as practicable. Documents setting out the procedures and resolutions required to effect the return of capital will be sent to Shareholders following completion of the Disposal. Storehouse has been advised on the Disposal by Schroders and Merrill Lynch. Cazenove & Co. are broker to the Company.

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