Debenhams Regulatory News (DEB)

4 May 2006 07:02

Debenhams plc04 May 2006 This document (and the information contained herein) is not for publication ordistribution in or into the United States, Australia, Canada and Japan. This announcement is an advertisement and not a prospectus and investors shouldnot subscribe for or purchase any shares referred to in this announcement excepton the basis of information in the prospectus to be published by Debenhams plc(the "Company") in due course in connection with the admission of the ordinaryshares in the capital of the Company to the Official List of the FinancialServices Authority and to trading on London Stock Exchange plc's main market forlisted securities (the "Prospectus"). Copies of the Prospectus will, followingpublication, be available from Debenhams plc's registered office. 4 May 2006 DEBENHAMS plc Offer Price of 195 pence per share and Market Capitalisation of £1,675 million Debenhams plc ("Debenhams") announces that the offer price of its initial publicoffering (the "Offer") has been set at a price of 195p per ordinary shareresulting in a market capitalisation of £1,675 million. The Offer comprises 128,205,129 existing shares and 358,974,359 new shares,representing 56.7% of the Company's enlarged issued ordinary share capital andimplying an offer size of £950 million. In addition, certain selling shareholders have granted Citigroup anover-allotment option exercisable for a period of up to 30 days from today,pursuant to which Citigroup may purchase or procure purchasers for up to48,717,948 million existing ordinary shares, representing 10% of the Shares inthe Offer, for the purposes of allowing it to cover short positions arising fromover-allotments and stabilisation transactions. The Shares have been placed with a broad base of institutional shareholdersfollowing a series of roadshow meetings across the United Kingdom, ContinentalEurope and the United States. The order book was more than two times subscribedat the Offer Price. Conditional dealings will commence on the London Stock exchange at 08:00 amtoday under the ticker symbol DEB. Admission and commencement of unconditionaldealings on the London Stock Exchange are expected to take place at 08:00am on 9May 2006. Rob Templeman, Chief Executive, Debenhams, said: "We are pleased with the quality of Debenhams' shareholder register on theCompany's return to the stock market. The Board and management team will nowfocus on delivering the plans to continue growing this business which areoutlined in detail in our Prospectus and look forward to the future withconfidence." Summary of the Offer (assuming no exercise of the Over-allotment Option): Offer Price 195 pence per shareNumber of Shares in the Offer 487,179,488 - issued by the Company 358,974,359 - sold by the selling shareholders 128,205,129Number of Existing Shares subject to the Over-allotment Option 48,717,948Gross proceeds £950 millionPercentage of the enlarged issued share capital in the Offer 56.7%Market capitalisation £1,675 million • Net debt on Admission is £1.2 billion, equivalent to 3.3x Net Debt/ EBITDA (LTM UK GAAP) • John Lovering, Rob Templeman, Chris Woodhouse and Michael Sharp have retained significant shareholdings in Debenhams post-IPO and have committed not to sell any of their remaining holdings for at least 365 days • Texas Pacific Group, CVC Capital Partners and Merrill Lynch Global Private Equity have retained significant shareholdings in Debenhams post-IPO and have committed not to sell any of their remaining holdings for at least 180 days • Citigroup and Merrill Lynch are Joint Global Co-ordinators of the Offer. Citigroup, Merrill Lynch, Credit Suisse and Morgan Stanley are Joint Bookrunners for the Offer • Citigroup is Sole Sponsor -ends- Enquiries: Debenhams + 44 (0)20 7190 1703/4Rob TemplemanChris Woodhouse Citigroup + 44 (0)20 7986 4000Michael LavelleTheodore KuhJan Skarbek Merrill Lynch + 44 (0)20 7628 1000Rupert Hume-KendallSimon Mackenzie-Smith Gainsborough Communications + 44 (0)20 7190 1703/4Andy CorneliusDuncan Murray Notes to Editors: Debenhams is a leading multi-category retailer in the United Kingdom and has astrong presence in key product categories, such as womenswear, menswear,homeware and health and beauty. The first Debenhams department store opened in 1905 and the Debenhams brand nameis widely recognised in the United Kingdom. Debenhams was acquired by CVC Capital Partners, Texas Pacific Group, MerrillLynch Global Private Equity and the management team, comprising John Lovering,Rob Templeman and Chris Woodhouse, during December 2003 and ceased trading onthe London Stock Exchange. Debenhams has 123 stores in the UK and Ireland, including three Desire byDebenhams stores, which is a new and small store concept featuring a mix ofwomen's fashion, accessories, lingerie and cosmetics. Debenhams is the second largest department store chain in the UK withapproximately 18.6% of total UK department store sales (source: Verdict 2005),having increased its market share by 3.4% from 15.2% in 2003. According to TNS, Debenhams was one of the largest market share gainers amongstall UK retailers during 2005 in the womenswear and menswear segments. Debenhams'market share increased by 0.5% in the year to 8 January 2006 to a 4.5% share ofthe UK womenswear market and by 0.4% to a 3.9% share of the UK menswear market. Designers at Debenhams include Nigel Cabourn, Jasper Conran, Theo Fennell,Pearce Fionda, Frost French, Betty Jackson, Ben de Lisi, Julien Macdonald, JohnRichmond, John Rocha and Matthew Williamson. The contents of this announcement, which have been prepared by and are the soleresponsibility of Debenhams, have been approved solely for the purposes ofsection 21(2)(b) of the Financial Services and Markets Act 2000 by CitigroupGlobal Markets Limited of Citigroup Centre, Canada Square, London E14 5LB.Citigroup Global Markets U.K. Equity Limited, Citigroup Global Markets Limited,Credit Suisse Securities (Europe) Limited, Merrill Lynch International andMorgan Stanley Securities Limited are authorised and regulated by the FinancialServices Authority and are acting for Debenhams and funds managed or advised byTexas Pacific Group, CVC Capital Partners Group Sarl and Merrill Lynch GlobalPrivate Equity (the "Principal Shareholders") in connection with the Offer andfor no one else and will not be responsible to anyone other than Debenhams andthe Principal Shareholders for providing the protections afforded to theirrespective clients or for providing advice in relation to the Offer, thecontents of this announcement or any matters referred to herein. The Offer is being made in the United Kingdom and elsewhere outside the UnitedStates by means of an offer to institutional investors. The Offer and thedistribution of this announcement and other information in connection with theOffer in certain jurisdictions may be restricted by law and persons into whosepossession any document or other information referred to herein comes shouldinform themselves about and observe any such restriction. Any failure to complywith these restrictions may constitute a violation of the securities laws of anysuch jurisdiction. This announcement does not constitute or form part of any offer or invitation tosell or issue, or any solicitation of any offer to purchase or subscribe for,any securities and any purchase of or application for securities of Debenhamspursuant to the Offer should only be made on the basis of the informationcontained in the prospectus to be issued in connection with the Offer. Theprospectus will contain information about the Company and its management, aswell as financial statements and other financial data. The price and value ofsecurities may go up as well as down. Persons needing advice should contact aprofessional adviser. The information contained herein is not for publication or distribution in theUnited States of America. These materials do not contain or constitute an offerof securities for sale in the United States. The securities in Debenhams havenot been and will not be registered under the U.S. Securities Act of 1933, asamended, and may not be offered or sold in the United States absent registrationunder that Act or an available exemption from it. The Company and the sellingsecurity holders do not intend to register the securities or conduct a publicoffering in the United States. Securities in Debenhams have not been and will not be registered under theapplicable securities laws of Australia, Canada or Japan and may not be offeredor sold within Australia, Canada or Japan or to, or for the account or benefitof, citizens or residents of Australia, Canada or Japan. This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by theuse of forward-looking terminology, including the terms "believes", "estimates","plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparableterminology. These forward-looking statements include matters that are nothistorical facts and include statements regarding Debenhams' intentions, beliefsor current expectations concerning, among other things, Debenhams' results ofoperations, financial condition, liquidity, prospects, growth, strategies andthe retail industry. By their nature, forward-looking statements involve risk and uncertainty becausethey relate to future events and circumstances. A number of factors could causeactual results and developments to differ materially from those expressed orimplied by the forward-looking statements including, without limitation, thefactors to be described in the risk factors section of the Prospectus and thefactors to be described in the operating and financial review section of theProspectus. Forward-looking statements may and often do differ materially from actualresults. Any forward-looking statements in this announcement reflect Debenhams'view with respect to future events as at the date of this announcement and aresubject to risks relating to future events and other risks, uncertainties andassumptions relating to the Debenhams group's operations, results of operations,growth strategy and liquidity. Save as required by law or by the Listing Rulesof the Financial Services Authority, Debenhams undertakes no obligation publiclyto release the results of any revisions to any forward-looking statements inthis announcement that may occur due to any change in its expectations or toreflect events or circumstances after the date of this announcement. In connection with the Offer, Citigroup Global Markets U.K. Equity Limited, asstabilising manager, or any of its agents, may (but will be under no obligationto), to the extent permitted by law, over allot or effect other transactionsintended to enable it to satisfy any over allotments or which stabilise,maintain or otherwise affect the market price of the Shares or any options,warrants or rights with respect to, or interests in, the Shares or othersecurities of the Company, in each case at levels which might not otherwiseprevail in the open market. The stabilising manager is not required to enterinto such transactions and such transactions may be effected on the London StockExchange and any other securities market, over the counter market or otherwise.Such transactions, if commenced, may be discontinued at any time and may only beentered into between commencement of conditional trading of the Shares on theLondon Stock Exchange and 30 days thereafter. In connection with the Offer, thestabilising manager may, for stabilisation purposes, over allot Shares up to amaximum of 15% of the total number of Shares comprised in the Offer. For thepurposes of allowing it to cover short positions resulting from any suchover-allotments and/or from sales of Shares effected by it during thestabilisation period, the stabilising manager will enter into an over-allotmentoption with certain of the selling shareholders pursuant to which thestabilisation manager may purchase or procure purchasers for additional Sharesup to a maximum of 10% of the total number of Shares comprised in the Offer atthe Offer Price. The over-allotment option will be exercisable in whole or inpart, upon notice by the stabilisation manager, at any time on or before thethirtieth day after the commencement of conditional trading of the Shares on theLondon Stock Exchange. Information in this announcement or any of the documents relating to the Offercannot be relied upon as a guide to future performance. This information is provided by RNS The company news service from the London Stock Exchange