RNS Number:4142C
Debenhams plc
04 May 2006
This document (and the information contained herein) is not for publication or
distribution in or into the United States, Australia, Canada and Japan.
This announcement is an advertisement and not a prospectus and investors should
not subscribe for or purchase any shares referred to in this announcement except
on 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 ordinary
shares in the capital of the Company to the Official List of the Financial
Services Authority and to trading on London Stock Exchange plc's main market for
listed securities (the "Prospectus"). Copies of the Prospectus will, following
publication, 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 public
offering (the "Offer") has been set at a price of 195p per ordinary share
resulting 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 and
implying an offer size of #950 million.
In addition, certain selling shareholders have granted Citigroup an
over-allotment option exercisable for a period of up to 30 days from today,
pursuant to which Citigroup may purchase or procure purchasers for up to
48,717,948 million existing ordinary shares, representing 10% of the Shares in
the Offer, for the purposes of allowing it to cover short positions arising from
over-allotments and stabilisation transactions.
The Shares have been placed with a broad base of institutional shareholders
following a series of roadshow meetings across the United Kingdom, Continental
Europe and the United States. The order book was more than two times subscribed
at the Offer Price.
Conditional dealings will commence on the London Stock exchange at 08:00 am
today under the ticker symbol DEB. Admission and commencement of unconditional
dealings on the London Stock Exchange are expected to take place at 08:00am on 9
May 2006.
Rob Templeman, Chief Executive, Debenhams, said:
"We are pleased with the quality of Debenhams' shareholder register on the
Company's return to the stock market. The Board and management team will now
focus on delivering the plans to continue growing this business which are
outlined in detail in our Prospectus and look forward to the future with
confidence."
Summary of the Offer (assuming no exercise of the Over-allotment Option):
Offer Price 195 pence per share
Number of Shares in the Offer 487,179,488
- issued by the Company 358,974,359
- sold by the selling shareholders 128,205,129
Number of Existing Shares subject to the
Over-allotment Option 48,717,948
Gross proceeds #950 million
Percentage 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 1703/4
Rob Templeman
Chris Woodhouse
Citigroup + 44 (0)20 7986 4000
Michael Lavelle
Theodore Kuh
Jan Skarbek
Merrill Lynch + 44 (0)20 7628 1000
Rupert Hume-Kendall
Simon Mackenzie-Smith
Gainsborough Communications + 44 (0)20 7190 1703/4
Andy Cornelius
Duncan Murray
Notes to Editors:
Debenhams is a leading multi-category retailer in the United Kingdom and has a
strong 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 name
is widely recognised in the United Kingdom.
Debenhams was acquired by CVC Capital Partners, Texas Pacific Group, Merrill
Lynch Global Private Equity and the management team, comprising John Lovering,
Rob Templeman and Chris Woodhouse, during December 2003 and ceased trading on
the London Stock Exchange.
Debenhams has 123 stores in the UK and Ireland, including three Desire by
Debenhams stores, which is a new and small store concept featuring a mix of
women's fashion, accessories, lingerie and cosmetics.
Debenhams is the second largest department store chain in the UK with
approximately 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 amongst
all 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 of
the 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, John
Richmond, John Rocha and Matthew Williamson.
The contents of this announcement, which have been prepared by and are the sole
responsibility of Debenhams, have been approved solely for the purposes of
section 21(2)(b) of the Financial Services and Markets Act 2000 by Citigroup
Global 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 and
Morgan Stanley Securities Limited are authorised and regulated by the Financial
Services Authority and are acting for Debenhams and funds managed or advised by
Texas Pacific Group, CVC Capital Partners Group Sarl and Merrill Lynch Global
Private Equity (the "Principal Shareholders") in connection with the Offer and
for no one else and will not be responsible to anyone other than Debenhams and
the Principal Shareholders for providing the protections afforded to their
respective clients or for providing advice in relation to the Offer, the
contents of this announcement or any matters referred to herein.
The Offer is being made in the United Kingdom and elsewhere outside the United
States by means of an offer to institutional investors. The Offer and the
distribution of this announcement and other information in connection with the
Offer in certain jurisdictions may be restricted by law and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any failure to comply
with these restrictions may constitute a violation of the securities laws of any
such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for,
any securities and any purchase of or application for securities of Debenhams
pursuant to the Offer should only be made on the basis of the information
contained in the prospectus to be issued in connection with the Offer. The
prospectus will contain information about the Company and its management, as
well as financial statements and other financial data. The price and value of
securities may go up as well as down. Persons needing advice should contact a
professional adviser.
The information contained herein is not for publication or distribution in the
United States of America. These materials do not contain or constitute an offer
of securities for sale in the United States. The securities in Debenhams have
not been and will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
under that Act or an available exemption from it. The Company and the selling
security holders do not intend to register the securities or conduct a public
offering in the United States.
Securities in Debenhams have not been and will not be registered under the
applicable securities laws of Australia, Canada or Japan and may not be offered
or sold within Australia, Canada or Japan or to, or for the account or benefit
of, 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 the
use 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 comparable
terminology. These forward-looking statements include matters that are not
historical facts and include statements regarding Debenhams' intentions, beliefs
or current expectations concerning, among other things, Debenhams' results of
operations, financial condition, liquidity, prospects, growth, strategies and
the retail industry.
By their nature, forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors could cause
actual results and developments to differ materially from those expressed or
implied by the forward-looking statements including, without limitation, the
factors to be described in the risk factors section of the Prospectus and the
factors to be described in the operating and financial review section of the
Prospectus.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this announcement reflect Debenhams'
view with respect to future events as at the date of this announcement and are
subject to risks relating to future events and other risks, uncertainties and
assumptions relating to the Debenhams group's operations, results of operations,
growth strategy and liquidity. Save as required by law or by the Listing Rules
of the Financial Services Authority, Debenhams undertakes no obligation publicly
to release the results of any revisions to any forward-looking statements in
this announcement that may occur due to any change in its expectations or to
reflect events or circumstances after the date of this announcement.
In connection with the Offer, Citigroup Global Markets U.K. Equity Limited, as
stabilising manager, or any of its agents, may (but will be under no obligation
to), to the extent permitted by law, over allot or effect other transactions
intended 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 other
securities of the Company, in each case at levels which might not otherwise
prevail in the open market. The stabilising manager is not required to enter
into such transactions and such transactions may be effected on the London Stock
Exchange and any other securities market, over the counter market or otherwise.
Such transactions, if commenced, may be discontinued at any time and may only be
entered into between commencement of conditional trading of the Shares on the
London Stock Exchange and 30 days thereafter. In connection with the Offer, the
stabilising manager may, for stabilisation purposes, over allot Shares up to a
maximum of 15% of the total number of Shares comprised in the Offer. For the
purposes of allowing it to cover short positions resulting from any such
over-allotments and/or from sales of Shares effected by it during the
stabilisation period, the stabilising manager will enter into an over-allotment
option with certain of the selling shareholders pursuant to which the
stabilisation manager may purchase or procure purchasers for additional Shares
up to a maximum of 10% of the total number of Shares comprised in the Offer at
the Offer Price. The over-allotment option will be exercisable in whole or in
part, upon notice by the stabilisation manager, at any time on or before the
thirtieth day after the commencement of conditional trading of the Shares on the
London Stock Exchange.
Information in this announcement or any of the documents relating to the Offer
cannot be relied upon as a guide to future performance.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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