DOCSLIB.ORG

Burberry Demerger

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Burberry Demerger Burberry demerger 17 November 2005 GUS plc, the retail and business services group, today announces details of its plans to demerge its remaining 65% stake in Burberry Group plc. Subject to GUS and Burberry shareholder approval, this will be achieved by way of a dividend in specie to take effect on 13 December 2005 and will be accompanied by a consolidation of GUS shares. Sir Victor Blank, Chairman of GUS, commented: “The demerger of our remaining stake in Burberry is another major step in focusing GUS on fewer activities. Distributing our stake to existing GUS shareholders will enable them to participate directly in the exciting growth opportunities we see at Burberry. We wish everyone at Burberry well as a fully independent company and thank them for their wonderful support.” Benefits of the demerger The Board of GUS believes the significant benefits from the demerger include that it: enables GUS to release the value of its shareholding in Burberry directly to its shareholders; simplifies the management of GUS by substantially eliminating the need to deal with Burberry matters, including financial reporting, pensions, taxation and human resources management; allows the management of GUS to focus on its other businesses, Argos Retail Group and Experian; assists GUS and Burberry to manage independently their individual capital requirements and balance sheet structures; and allows GUS shareholders who retain their demerger entitlement of Burberry shares to participate directly in Burberry's future. Further details A GUS circular setting out the detailed proposals regarding the demerger will be sent to GUS shareholders on 19 November 2005. GUS will hold an EGM to seek the approval of GUS shareholders for these proposals on 12 December 2005. Burberry will also hold an EGM on the same day to obtain approval from its non-GUS shareholders. If the proposals are approved by the shareholders of both GUS and Burberry, GUS shareholders will be credited with their entitlement to Burberry shares and the new consolidated GUS shares at 0700 hours on 13 December 2005 (the record time). Dealings will start at 0800 hours on 13 December 2005. For every 1,000 existing GUS shares held on the record date, GUS shareholders will receive 305 Burberry shares and approximately 859 new GUS shares. The latter is for illustrative purposes only and is based on share prices at the close of business on 15 November 2005. The exact consolidation ratio for the existing GUS shares will be based on the average closing price of GUS and Burberry shares for the four days up to and including 17 November 2005 and will be announced tomorrow. Assuming the new GUS and Burberry shares are both retained until the dividend record dates (6 January 2006 for both companies), GUS shareholders will be eligible for the interim dividend from Burberry (2.5p per Burberry share) and the interim dividend from GUS (9.6p per new consolidated GUS share). This is equivalent to approximately 9.0p per existing GUS share, calculated on the basis of the illustrative consolidation ratio set out above. Enquiries GUS David Tyler Group Finance Director 020 7495 0070 Fay Dodds Director of Investor Relations Finsbury Rupert Younger 020 7251 3801 Rollo Head GUS and Burberry announcements are available on www.gusplc.com . Information on Burberry Group plc Burberry is an internationally recognised luxury goods brand. It is engaged in the design, manufacture and distribution of Burberry products worldwide, including men's and women's clothing, accessories and fragrances through its own retail stores and via its wholesale customers. Burberry also licenses third parties to manufacture and distribute products using the “Burberry” brand. The current executive directors of Burberry are Rose Marie Bravo, Chief Executive and Stacey Cartwright, Chief Financial Officer. For the year ended 31 March 2005, under UK GAAP, Burberry reported turnover of £715m and profit on ordinary activities before tax of £164.4m. As at 31 March 2005, Burberry had consolidated gross assets of £682.2m and consolidated net assets of £454.6m, again under UK GAAP. This financial information is extracted from the audited accounts for Burberry for the year ended 31 March 2005. In the six months ended 30 September 2005, under IFRS, Burberry reported turnover of £355m and profit before taxation of £78.1m. As at 30 September 2005, Burberry had consolidated gross assets of £673.1m and consolidated net assets of £462.2m, again under IFRS. This financial information is extracted from the unaudited interim financial statements for Burberry for the six months ended 30 September 2005. Burberry Ordinary Shares are listed on the Official List and traded on the London Stock Exchange. The Burberry Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold unless pursuant to a transaction that is registered under the Securities Act, or not required to be registered thereunder, or pursuant to an exemption from the registration requirements thereof. The Burberry Ordinary Shares referred to in this announcement have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States. JPMorgan Cazenove Limited ("JPMorgan Cazenove") is acting for GUS in connection with the demerger and no one else and will not be responsible to anyone other than GUS for providing the protections afforded to clients of JPMorgan Cazenove or for providing advice in relation to the demerger or any other matters referred to in this announcement. .
Load more

Recommended publications
  • Annual Report 2007 Figuring It Out
    6927 CoverArtwork_5.qxd 14/6/07 09:37 Page 1 Annual Report 2007 Figuring it out... Corporate headquarters Corporate office Experian Group Limited Experian Newenham House Cardinal Place Northern Cross 80 Victoria Street Malahide Road London Dublin 17 SW1E 5JL Ireland United Kingdom T: +353 (0) 1 846 9100 T: +44 (0) 20 304 24200 F: +353 (0) 1 846 9150 F: +44 (0) 20 304 24250 Operational headquarters We have chosen six Experian Experian essential responsibilities Talbot House 475 Anton Blvd. to provide the focus for Talbot Street Costa Mesa our CR strategy 24,00More than Nottingham CA 92626 24 million NG80 1TH United States people visit United Kingdom our Interactive T: +1 714 830 7000 websites each T: +44 (0) 115 941 0888 F: +1 714 830 2449 month F: +44 (0) 115 934 4905 Our Strategy Management software is used by over 600 organisations 600 worldwide Corporate Responsibility Report www.experiancrreport.com This comprehensive online report explains Explaining Experian's CR strategy and how we are managing our responsibilities in six key areas Experian 2,000,000On an average day, Experian processes www.explainingexperian.com We introduced two million credit 6over 20 new reference enquiries Explaining Experian provides further insight for products last year investors into what Experian does, our products and services and the markets we serve This document opens as a PDF Annual Report 2007 This was our fifth 5 consecutive year of double-digit revenue and profit growth © 2007 Experian Ltd All rights reserved We support clients in over The word
    [Show full text]
  • Home Retail Group
    Home Retail Group Corporate Responsibility 2007 Contents Page Introduction Welcome from our Chief Executive, Terry Duddy 4 About Home Retail Group 5 About this report 6 Verification statement - Acona 7 CR in our business Our approach to CR 8 Managing CR in a changing retail landscape 9 Managing CR 10 Performance benchmarks 12 Stakeholder engagement 13 Objectives and targets 14 Frequently asked questions 15 Customers Overview 16 Serving our customers 17 Demonstrating stewardship of the products we sell 19 Snippets 22 Colleagues Overview 23 Description of our workforce 24 Key workplace policies and management 25 Health, safety and wellbeing 26 Equal opportunities and diversity 28 Rewards and incentives 29 Induction, training and developing management talent 30 Employee engagement 31 Whistleblowing 32 Snippets 33 City Overview 34 Managing our risk on behalf of our shareholders 35 Climate change 36 Managing our operational carbon 37 Managing product carbon 40 Eco-efficiency 41 Snippets 44 Commercial Partners Overview 45 Timeline - progress to date 46 Our standards 47 Auditing 49 What have we learned? 51 Snippets 52 Community Overview 53 Working with the GUS Trust 54 Charitable partnerships 55 Snippets 57 Accessibility 58 Welcome from our Chief Executive, Terry Duddy I am very pleased to introduce Home Retail Group’s first corporate responsibility report. As an independent company following the demerger from GUS plc, we have been able to refine and focus our approach to CR, making sure it reflects the world of retail and the stakeholders relevant to our business. In this report, we will show you how we have established new management structures and how we have listened to our stakeholders as well as explain the actions underway in the Group.
    [Show full text]
  • Experian Annual Report 2019 Year Ended 31 March 2019 Experian
    Experian Annual Report 2019 Experian Annual Report Powering opportunities Experian Annual Report 2019 Year ended 31 March 2019 We aim to Create a better tomorrow For consumers and for our clients, our people and our communities We do this by Powering opportunities Turning data into information, and creating advanced technologies and analytics Helping you to take Control Empowering people and businesses to use their data and seize opportunities We foster a culture of Innovation Shaping ideas and developing world-changing products We live by our Values How we work is as important as what we do The role we play Benefits everyone Businesses grow, people prosper and communities thrive Experian plc Annual Report 2019 1 Progress this year Experian made good progress during the year. Strategic report 02 Experian at a glance We performed strongly and we are excited about the 04 Chairman’s statement 08 Chief Executive’s review opportunities ahead as we successfully advance our 11 Investment case 12 Key performance indicators strategic agenda and as we address new markets. 15 Understanding our key market trends 19 Understanding our business model 24 Our strategy We have delivered further progress in Business-to- 28 Our people and corporate responsibility 37 Non-financial information statement Business and momentum in Consumer Services is 39 North America gathering pace. 40 Latin America 41 UK and Ireland 42 EMEA/Asia Pacific Our services resonate with businesses who can better 44 Financial review 52 Risk management manage risk, reduce costs, detect fraud and operate 61 Viability assessment more efficiently by using our deep, rich and ever-broader Governance datasets, as well as our advanced analytics and 64 Chairman’s introduction 66 Board of directors decisioning software.
    [Show full text]
  • Demerger of ARG and Experian
    Demerger of ARG and Experian 28 March 2006 GUS plc, the retail and business services group, today announces the next steps in its plans for the separation of its two remaining businesses, Argos Retail Group (ARG) and Experian. The Board of GUS proposes, subject to shareholder approval, that the two businesses should be separated by means of a demerger with both ARG and Experian becoming independently listed on the London Stock Exchange. This is expected to take place in six to twelve months time. The demerger will enable all of GUS' existing shareholders to continue to benefit directly from an investment in both these attractive businesses. It is also planned, subject to market conditions, that at the time of the demerger Experian will issue new shares listed on the London Stock Exchange to a combination of existing GUS shareholders and new investors. This will enable both ARG and Experian to have strong balance sheets and to continue to invest in further growth initiatives. At this preliminary stage, GUS currently estimates that the issue of new Experian shares will comprise approximately 10% to 15% of Experian's ordinary share capital. Each company will continue to be led by its existing experienced management teams. At ARG, the Chairman will be Oliver Stocken, the CEO Terry Duddy and the Finance Director Richard Ashton. At Experian, the Chairman will be John Peace, the CEO Don Robert and the Finance Director Paul Brooks. The non-executive directors of ARG will include John Coombe and Andy Hornby, and of Experian will include Sir Alan Rudge and David Tyler.
    [Show full text]
  • Annual Report 2010 Report Annual
    Corporate Corporate Operational headquarters office headquarters Annual Report 2010 Experian plc Experian Experian Experian Serasa Experian Newenham House Cardinal Place Landmark House 475 Anton Blvd. Alameda dos Quinimuras, 187 Northern Cross 80 Victoria Street Experian Way Costa Mesa CEP 04068-900 Malahide Road London NG2 Business Park CA 92626 Planalto Paulista Dublin 17 SW1E 5JL Nottingham United States São Paulo Ireland United Kingdom NG80 1ZZ Brazil United Kingdom T +353 (0) 1 846 9100 T +44 (0) 20 304 24200 T +44 (0) 115 941 0888 T +1 714 830 7000 T +55 11 3373 7272 F +353 (0) 1 846 9150 F +44 (0) 20 304 24250 F +44 (0) 115 828 6341 F +1 714 830 2449 F +55 11 2847 9198 Taking control of growth Annual Report 2010 Report Annual Corporate website www.experianplc.com Corporate Responsibility Report 2010 www.experiancrreport.com Annual Report 2010 www.experianannualreport.ie “We’re taking control of growth at Experian by focusing our efforts on our best opportunities. Firstly, we’re doing more to expand our global reach into key vertical markets and geographies. Secondly, we’re investing in world class data and analytics - it’s why organisations come to us and we can never lose sight of this. And, finally, we’re making sure that our sales teams and infrastructure are best in class and that we continue to be the best possible partner to our clients.” Don Robert Chief Executive Officer To help you get the most from this report, we have introduced symbols indicating where additional information can be found.
    [Show full text]
  • Annual Report and Financial Statements
    Annual Report and Financial Statements 2011 Values and highlights Sainsbury’s values underpin our goal to provide healthy, safe, fresh and tasty food at fair prices As a leading food retailer we focus on being Best for food and health 5,000 Over 5,000 of our own-brand products are labelled with front of pack Multi Traffic Light labelling ...that’s why we’re so committed to... Sourcing with integrity £280 million We are the world’s largest retailer of Fairtrade And because we source from around the world and sell in the UK we show Respect for our environment £5.7m Through our supermarket Energy Reset programme we saved £5.7 million, which has cut our energy bill and environmental footprint ...and play an active role in the communities in which we operate Making a positive difference to our £100 community million Active Kids: We have donated over £100 million worth of equipment and experiences to date All this is possible through the commitment of our colleagues so we make Sainsbury’s A great place to work Gold We were the first retailer to be awarded a gold accreditation from ‘Investors in People’ for our commitment to improving our business by investing in our colleagues Our business model About Sainsbury’s to business. Sainsbury’s stores have a particular emphasis J Sainsbury plc was founded in 1869 and today operates a on fresh food and we strive to innovate continuously and total of 934 stores comprising 557 supermarkets and 377 improve products in line with our customer needs.
    [Show full text]
  • GUS R&A Financials 04 New
    GUS_05–complete.qxd 15/6/05 11:18 am Page 1 Annual Report and Financial Statements 2005 GUS_05–complete.qxd 15/6/05 11:18 am Page 2 GUS is committed to creating long-term shareholder value by focusing on businesses with above average growth potential and establishing leadership positions in its chosen markets. Financial highlights 1 Chairman’s statement 2 Chief executive’s review 4 Group strategy 16 Operational review – Argos Retail Group 17 Operational review – Experian 21 Operational review – Burberry 24 Operational review – Lewis Group 25 Financial review 26 Board of directors 30 Directors’ report 32 Corporate governance 34 Statement of directors’ responsibilities 40 Report on directors’ remuneration and related matters 41 Corporate responsibility 51 Report of the auditors 53 Group profit and loss account 54 Statement of Group total recognised gains and losses 55 Note of Group historical cost profits 55 Reconciliation of movement in Group shareholders’ funds 55 Group balance sheet 56 Parent company balance sheet 57 Group cash flow statement 58 Experian’s Business Notes to the financial statements 59 Strategies division Five year summary 90 is a market leader in consumer profiling, International Financial Reporting Standards 91 market segmentation Principal subsidiary undertakings 95 and economic forecasting Shareholder information 96 Sarah Willatts joined the Business Strategies division three years ago and is part of the team that markets Experian’s leading consumer classification system, Mosaic. GUS_05–complete.qxd 15/6/05 11:18 am Page 3 0 01 02 03 04 05 00 Experian operating profit £ million 422 416 285 255 217 0 0 0 0 0 1 2 3 4 5 ARG operating profit Group overview £ million GUS is a retail and business services Argos Retail Group group.
    [Show full text]
  • EGM Circular
    THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser who, if you are taking advice in the UK, is authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your Burberry Shares, you should immediately forward this document (and the accompanying documents) to the purchaser or transferee or the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. The distribution of such documents in certain jurisdictions may be restricted by law, and persons into whose possession such documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with those restrictions may constitute a violation of the securities laws of any such jurisdiction. Merrill Lynch International and Morgan Stanley & Co. International Limited are acting exclusively for Burberry and no one else in relation to the Demerger and will not be responsible to anyone other than Burberry for providing the protections afforded to their clients or for providing advice in relation to the Demerger or any other matter referred to in this document. BURBERRY GROUP PLC (registered in England and Wales under the Companies Act 1985 with registered number 03458224) Recommended proposal to demerge Burberry Group plc from GUS plc and Notice of Extraordinary General Meeting You are recommended to read all of this document, but your attention is drawn in particular to the letter to Burberry Shareholders from the Senior Independent Non-Executive Director of Burberry (which is set out at the start of this document) which recommends you to vote in favour of the resolutions to be proposed at the Extraordinary General Meeting referred to below.
    [Show full text]
  • Report on Directors' Remuneration and Related Matters
    Annual Report 2003 Report on directors’ remuneration and related matters 41 Report on directors’ remuneration and related matters The Board presents its report on directors’ Committee and the Company. For the year ended remuneration and related matters in compliance with 31 March 2003 the principal remuneration advisers new Directors’ Remuneration Report Regulations were Towers Perrin and Kepler Associates. Other than which came into force for the first time this year. The remuneration advice, no other services were provided report includes the following sections: by Kepler Associates. Towers Perrin provided administrative support on various share schemes. I Role and membership of the Remuneration Committee The Committee meets at least three times a year and holds additional meetings where necessary. I Remuneration policy and description of GUS’ pay During the year under review, the Committee met elements on five occasions. I Performance graph illustrating GUS’ performance 2. Policy Statement against the FTSE100 GUS now has three core businesses that are well I Executive director remuneration positioned to achieve sustained growth. Key to success has been a move towards a performance- I Share option and long term incentive plan awards oriented culture with a clear link between to executive directors remuneration and performance. I Retirement benefits The four tenets on which our remuneration structure I Service contracts is founded are as follows:- 1. Remuneration Committee 1. Base pay levels are established on a market Both the level and structure of executive directors’ competitive basis but no higher than this. pay and the remuneration of the Chairman are 2. Benefits (for example pensions and cars) are decided by the Remuneration Committee.
    [Show full text]
  • Capital Markets LIABILITY MANAGEMENT Eye of The
    capital markets LIABILITY MANAGEMENT Eye of the n 7 Septemberstorm 2006 the front page of the Financial Times ran a substantial piece with the headline “GUS in war of words after funds and banks corner debt”. Had it not been competing with the story of a concerted effort by a Ogroup of Labour MPs to topple the Prime Minister it might even have been the lead item. It was just the high point in a series of substantial articles on the subject in the FT, the Daily Telegraph, Breaking Views, Bloomberg and specialist financial publications over several months. The casual reader might have assumed that billions were at stake or that something completely unprecedented was happening. Neither was the case, but the story may still be interesting to corporate treasurers, credit investors and other players in the corporate bond and credit default swap (CDS) markets. BREAKING UP GUS announced in May 2005 that it intended to demerge its remaining 66% stake in Burberry and in due course to the 2013 bonds. This hedge fund identified itself and one other fund separate its two remaining businesses – Experian, which provides (although not the size of their individual holdings), but none of the information solutions, and Home Retail Group (Argos and other holders was even prepared to be named. Although always Homebase). A number of investment banks talked about the willing to talk, GUS felt it reasonable that the principal holders potential for this to trigger an event of default under the terms of should identify themselves first if they wanted to negotiate with us.
    [Show full text]
  • Chief Executive's Review
    4 GUS Annual Report 2004 Chief executive’s review Financial summary In November 2003, we reduced the Group’s holding in Burberry by a further 11.5%, in Sales Profit before taxation order to improve liquidity in its shares. 2004 2003 2004 2003 GUS remains a committed investor in For the years ended 31 March £m £m £m £m Burberry through its 66% holding. Argos Retail Group 5,162 3,523 415.5 249.8 In calendar year 2004, subject to market Experian 1,286 1,201 282.2 256.4 conditions, we are planning a partial Burberry 676 594 141.2 116.7 flotation of The Lewis Group, our South Other 155 117 23.6 16.4 African Retailing business. The transaction will enable GUS to release value for Continuing operations 7,279 5,435 862.5 639.3 shareholders, while enhancing the Discontinued operations 269 1,673 18.0 61.2 development opportunities for Lewis. Total 7,548 7,108 880.5 700.5 Investing across the Group Net interest (53.9) (58.1) The release of capital from disposals Profit before amortisation enabled us to make significant investments of goodwill, exceptional items during the year in our major businesses. and taxation 826.6 642.4 Argos continued its £120m supply chain Amortisation of goodwill (192.6) (142.9) programme with the opening of a new Exceptional items 58.3 (90.1) central distribution centre, enabling it to Profit before taxation 692.3 409.4 buy more from low cost regions such as China and the Far East.
    [Show full text]
  • J Sainsbury Plc Annual Report and Financial Statements 2015 Our Vision to Be the Most Trusted Retailer Where People Love to Work and Shop
    We will make our customers’ lives easier. Great quality. Great prices. Whenever and wherever. J Sainsbury plc Annual Report and Financial Statements 2015 Our vision To be the most trusted retailer where people love to work and shop. Our goal To make all our customers’ lives easier every day by offering great quality and service at fair prices. How we do it We have the right size stores in the right locations; we are known for great customer service; and for nearly 150 years, we have offered great quality products at fair prices. Our values and our ethos have never changed. But the dynamics of the industry do change and are changing today more rapidly than ever before, not least the way people shop. So this year we took a new look at our strategy to ensure our business evolves and that we continue to provide what customers want, when, where and how they want it. Key to our strategy is knowing our customers better than anyone else. Read more in our Strategic Report. Strategic Report Contents Financial highlights Strategic Report Underlying Group sales 1 Financial highlights 2 Business model 4 Chairman’s letter (0.9)% 6 Chief Executive’s letter (including VAT, including fuel) 8 Market context 10 Great products and services at fair prices 14 There for our customers Like-for-like retail sales 18 Colleagues making the difference 20 We know our customers better than anyone else (1.9)% 22 Our values make us different (including VAT, excluding fuel) 24 Strategic KPIs 26 Financial KPIs 28 Our principal risks and uncertainties 31 Financial Review
    [Show full text]