Proposed Subscription

Mulberry Group PLC 17 August 2000 MULBERRY GROUP PLC ('MULBERRY' OR THE 'COMPANY' OR THE 'GROUP') PROPOSED SUBSCRIPTION FOR £7.6 MILLION BY CHALLICE LIMITED ('CHALLICE'), A COMPANY WHOLLY OWNED BY THE ONGS JOINT VENTURE COMPANY TO BE SET UP IN THE UNITED STATES Mulberry announces today that, subject to shareholder approval, it has entered into an agreement under which an international organisation specialising in luxury goods and fashion, owned by Mr Ong Beng Seng and Mrs Christina Ong, has agreed to invest £7.6 million in the UK Group. In addition to the proposed investment Mulberry and the Ongs will enter into a joint venture agreement to establish a business in the US to promote and sell Mulberry's products (the 'Joint Venture'). The initial objective of the Joint Venture is to open five points of sale for Mulberry products in the United States, one of which is to be a flagship store in Manhattan, New York. This will enable Mulberry to enter the American market with substantial financial backing, limited risk, but a 50% share of the ongoing business. The development of the US market has been an objective of the group for a number of years, and the Joint Venture will enable the market to be developed within the limited risk criteria set by the directors. Mulberry and the Ongs will each own one half of the shares in the US Joint Venture company and will each invest US $1 million as equity and loan capital, on identical terms to each other. Substantial funding in excess of the initial capital of US $2 million will be required to develop the US business. All additional funding required will be lent to the Joint Venture by the Ongs or an entity associated with the Ongs. Roger Saul, Chairman and Chief Executive of Mulberry commented: 'We already have a loyal following of US customers. The formation of a joint venture company targeting the United States market has been a key objective for a number of years and this can now be completed by Mulberry with considerable financial backing and also on a limited risk basis. The Ongs have a very successful retail business in the US with an experienced management team and established logistics. This is a great opportunity for Mulberry.' 'The joint venture with the Ongs represents the conclusion of the first phase of the strategy to build Mulberry into a world brand, following on from existing partnerships with Kravet in the United States on home furnishings and Toray Industries in Japan.' FOR FURTHER INFORMATION: Richard Thompson / Mark Taylor Teather & Greenwood Limited 020 7426 9000 David Wynne-Morgan WMC Communications 020 7591 3999 MULBERRY GROUP PLC ('MULBERRY' OR THE 'COMPANY' OR THE 'GROUP') PROPOSED SUBSCRIPTION FOR £7.6 MILLION BY CHALLICE LIMITED ('CHALLICE'), A COMPANY WHOLLY OWNED BY THE ONGS JOINT VENTURE COMPANY TO BE SET UP IN THE UNITED STATES INTRODUCTION Mulberry announced today that, subject to shareholder approval, it has entered into an agreement under which Challice has conditionally agreed to invest £7.6 million in the Company, by subscribing in cash for 15,000,000 new ordinary shares at a price of 32 pence per share and 8,000,000 new preference shares at a price of 35 pence per share. On completion of the proposed investment Mulberry and Challice will enter into a joint venture agreement to establish a business in the US to promote and sell Mulberry's products (the 'Joint Venture'). TERMS OF THE SUBSCRIPTION In accordance with the terms of the subscription agreement, Challice, wholly owned by the Ongs, will subscribe in cash for 15,000,000 new ordinary shares at a price of 32 pence per share and 8,000,000 new preference shares at a price of 35 pence per share. On completion of the subscription, Challice will hold 41.7 per cent of the Company's issued ordinary shares and will appoint two non- executive directors, Mr Tom Vaughan and Mr Bernard Heng to the Board of Mulberry. The management team at Mulberry remains unchanged. Roger Saul retains the position of Chairman and Chief Executive. Assuming all of the new preference shares are converted into ordinary shares, Challice would hold a maximum of 52.3 per cent of the Company's issued share capital. The preference shares can only be converted after two years provided that the Joint Venture Company has opened five outlets including a flagship store in Manhattan. The subscription is conditional upon the passing of the special resolution at the extraordinary general meeting of the Company to be convened for 11 September 2000 and on admission of the new ordinary shares to trading on AIM. THE JOINT VENTURE The Joint Venture's initial objective is to open five points of sale for Mulberry products in the United States, one of which is to be a flagship store in Manhattan, New York. Mulberry and Challice will each own one half of the shares in the Joint Venture Company and will each invest US $1 million as equity and loan capital, on identical terms to each other. To the extent that more than US $2 million is required, it will be lent to the Joint Venture by or an entity associated with Challice INFORMATION ON CHALLICE Challice is a private limited company incorporated in Gibraltar, which is wholly owned by Mr. Ong Beng Seng and Mrs. Christina Ong. Their family businesses, which operate world wide, include oil trading, real estate development, hotel development and ownership and luxury branded goods. BACKGROUND TO AND REASONS FOR THE SUBSCRIPTION The directors believe that the proposed Subscription brings three major benefits to the Group: 1.The balance sheet will be substantially degeared by the cash injection of £7,600,000. The net bank borrowings of the Group at 31 March 2000 were £7,700,000. As a result, the Group will have substantial facilities available for its future development following completion of the transaction. 2.The Joint Venture to develop the US market for Mulberry's products will enable the Group to enter this market with substantial financial backing on a limited risk basis whilst enjoying a 50 per cent. share in the on-going business. A key element of the Joint Venture is that Mulberry's financial exposure is limited to the investment of US$1 million. The development of the US market has been an objective of the Group for a number of years and the Joint Venture achieves both the market development opportunity and the limited risk criteria set by the directors. 3.The Group will have access to a strong international business network, which has particular strengths in the Far East, the US and in the UK. Mulberry has previously announced significant international partnerships with Kravets in the United States, to licence its fabric, wallpapers and soft furnishings and Toray Industries in Japan. The Joint Venture with Challice represents the successful conclusion of the first phase of the strategy of building Mulberry as a world-wide brand through partnerships with major international organisations, which add specific complementary skills and resources to the Group. FURTHER INFORMATION In view of the size of the proposed subscription by Challice, the subscription is conditional, inter alia, upon the approval of shareholders and admission of the new ordinary shares to trading on AIM. Furthermore, under Rule 9 of the City Code on Takeovers and Mergers, unless a specific waiver is obtained from the Panel on Takeovers and Mergers and approved by shareholders, on a poll, Challice would normally be obliged to make a mandatory offer for the Company. A circular will be issued by Mulberry and sent to shareholders today giving further details of the proposed subscription and joint venture with Challice and convening an extraordinary general meeting of the Company. At the extraordinary general meeting a Special Resolution will be proposed to seek Shareholders' consent to: a waiver of Rule 9 by the Panel; the proposed subscription by Challice for the new ordinary shares and the new preference shares; increase the authorised share capital of the Company to allow the proposed subscription to proceed and give the directors authority to allot the new shares; and the adoption of new articles of association by Mulberry. For further information: Richard Thompson / Mark Taylor Teather & Greenwood Limited 020 7426 9000 David Wynne-Morgan WMC Communications 020 7591 3999
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