Offer Update
Guinness Peat Group PLC
16 April 2002
For immediate release
Not for release, publication or distribution in whole or in part, in or into the
United States, Canada, Australia or Japan
16 April, 2002
Guinness Peat Group plc
and
J O Hambro Capital Management Limited
Mandatory Cash Offer for Nationwide Accident Repair Services plc
Offer Update
Strand Partners today publishes its second document to Nationwide Shareholders
on behalf of Guinness Peat Group plc ('GPG') and J O Hambro Capital Management
Limited ('JOHCM') in relation to the offer announced on 21 March 2002 to acquire
the issued share capital of Nationwide Accident Repair Services plc ('Nationwide
') not already held by them.
In the document, the Offerors bring the following key issues to the attention of
Nationwide Shareholders:
The document sets out, inter alia, that in the Offerors' opinion:
• The reported NAV of Nationwide is not an accurate representation of
the ongoing value of the Company
• Nationwide's record under the Board is one of consistent
under-performance and inconsistent strategy. In the last five years under the
Board's stewardship four chief executives and three finance directors have been
unable to prevent the decline in Nationwide's performance
- The reported net asset value of Nationwide has fallen by 30.9 per
cent. since 30 June 2000
- The profit before tax of Nationwide has fallen from £10.1 million
in the year to 31 December 1997 to a loss of £4.1 million in the
year to 31 December 2001
• History shows that key appointments made under the stewardship of the
Nationwide Board have proven demonstrably ineffective
• The financial performance of National Tyre Service during Adrian
Dunleavy's tenure as Managing Director hardly lends support to Nationwide's
claim that he has the turnaround experience required to rescue Nationwide from
its current position
• Shareholders are being asked to put their faith in a failed Board and
an unproven management team, who are now suggesting a strategy that involves
aggressively expanding a business in difficulty. Unfortunately, another
strategic review is very much what is required to reverse the declining value of
the Company
• Nationwide Shareholders cannot afford to leave the current Nationwide
Board in control
Commenting, Blake Nixon, UK Chief Executive of GPG, said:
'Rather than being reassured by the case put forward by the Nationwide Board in
the Defence Document published on 4 April 2002, which appears to be asking
Nationwide Shareholders to place their faith in an unproven management team and
yet another strategy, our concerns are in fact heightened by the apparent
inability of the Nationwide Board to focus on putting its house in order. As the
largest holder of Nationwide Shares, we cannot allow the value of our investment
to be further reduced by the abysmal stewardship of the incumbent Nationwide
Board.'
Definitions used in the Offer Document have the same meanings when used in this
announcement, unless the context requires otherwise.
Enquiries:
Guinness Peat Group Tel: (020) 7236 0336
(Representing the Offerors)
Blake Nixon UK Executive Director
Strand Partners Limited Tel: (020) 7409 3494
(Financial Adviser to GPG and JOHCM)
Simon Raggett Director
Warren Pearce Manager
Strand Partners, which is authorised in the United Kingdom by The Financial
Services Authority, is acting for GPG and JOHCM and no one else in connection
with the Offer and will not be responsible to anyone other than GPG and JOHCM
for providing the protections afforded to customers of Strand Partners, nor for
giving advice in relation to the Offer.
The Offer is not being made, directly or indirectly, in or into, and may not be
accepted in or from, the United States, Canada, Australia or Japan. Accordingly,
copies of this announcement are not being, and must not be, mailed or otherwise
distributed or sent in or into or from the United States, Canada, Australia or
Japan.
Strand Partners has approved the contents of this announcement solely for the
purpose of section 21 of the Financial Services and Markets Act 2000. The
principal place of business of Strand Partners is 110 Park Street, London, W1K
6NX.
The GPG Directors and the JOHCM Directors accept responsibility for the
information contained in this announcement save that the only responsibility
accepted by them in respect of such information as relates to Nationwide (which
has been compiled from public records) has been to ensure that such information
has been correctly and fairly reproduced and presented. Subject as aforesaid, to
the best of the knowledge and belief of the GPG Directors and the JOHCM
Directors (who have taken all reasonable care to ensure that such is the case),
such information is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.
END
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