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IMPORTANT ANNOUNCEMENT APRIL 12, 2014

Acquisition of House of Fraser by Nanjing Cenbest

London, 12 April 2014 – Nanjing Xinjiekou Department Store Co., Ltd. (“Nanjing Cenbest”), a subsidiary of Sanpower Group, and a leading chain of luxury Chinese department stores, today announces it has signed a definitive agreement to acquire approximately 89% of Highland Group Holdings Ltd (“House of Fraser” or the “Company”), the UK and Ireland’s premium department store group. The offer price implies an enterprise value of approximately £480 million.

The acquisition is expected to close in approximately four months and is subject to customary closing conditions including the approval of Nanjing Cenbest shareholders and Chinese regulatory clearances.

Don McCarthy, Executive Chairman of House of Fraser, commented: “Our announcement today opens an extremely exciting chapter in the story of House of Fraser. The acquisition by Nanjing Cenbest will allow House of Fraser’s Management team to continue to grow and invest in the business in the UK and Ireland, provide a strong platform from which to expand the brand in international markets and to further develop our multichannel, stores and premium fashion offering. Since we took the company private in 2006, John King and his team have done a fantastic job of growing the business in what can only be described as a difficult retail and economic environment. I would like to thank the Management team, our Brand Partners and all House of Fraser employees for their hard work and support over the years. This transaction also ends our plans to list on the London Stock Exchange and I would like to thank our advisors, Rothschild, HSBC and Numis, for their support during this process. I am extremely confident that the Group's business model, with our premium brand positioning and strong multichannel operations, as well as international opportunities, will accelerate and develop long into the future.”

Yuan Yafei, Chairman of Sanpower Group, the largest shareholder of Nanjing Cenbest, said: “This acquisition is a landmark transaction for a Chinese listed company. House of Fraser is a strong and iconic heritage brand in the UK and abroad, with exceptional fashion credentials. The Management team has done an incredible job moving this business from a traditional department store to a recognised premium branded fashion retailer with a first-class multichannel offering. We have always been looking to invest in strong brands like House of Fraser, and take them to the next level of growth. With House of Fraser, we see significant opportunities to develop the business further and replicate the already successful model in international markets, in particular in China. We are very much looking forward to working closely with John King and his Management team to enhance the business and unlock House of Fraser’s potential to become a leading global brand. To date, this is the largest cross-border direct acquisition by a Chinese non-state-owned A-share listed company, and the largest overseas acquisition in the retail sector by a Chinese business.”

John King, Chief Executive of House of Fraser, commented: “House of Fraser has delivered strong growth driven by the continued success of our key strategic pillars including investment in our stores, our online channel, growing our House Brands and the introduction of exciting premium brands. The Management team and I are looking forward to working closely with Nanjing Cenbest to take House of Fraser to the next phase of growth and I am sure our colleagues and Brand Partners will be as excited as we are about the opportunities this relationship will bring both in the UK and Ireland, as well as on a global scale. I would like to thank Don McCarthy and the Highland Group Holdings Board for all of their support in making this business what it is today and I greatly look forward to this next stage in our development.”

Don McCarthy will be stepping down as Executive Chairman of House of Fraser upon completion of the transaction.

The House of Fraser Board, which has approved the transaction, notes that, on 28 March 2014, Sir Tom Hunter notified the Company of the disposal of his shareholding of approximately 11% of House of Fraser. The transfer of these shares is subject to a shareholders’ agreement including rights of pre-emption. The Board also notes that should the transfer of these shares to Sports Direct complete, the shareholding loses the rights to a Board position.

Nanjing Cenbest is being advised by Bank of America Merrill Lynch and House of Fraser by Reorient Group.


Enquiries:


Bank of America Merrill Lynch

London | Tel: +44 (0)20 7628 1000

Philip Noblet

Hong Kong | Tel: +852 2536 3366

Catherine Cai


Reorient Group

Hong Kong | Tel: +852 9187 6530

Itamar Har-Even


Newgate Communications

London

Fergus Wylie +44 (0) 20 7680 6565

Clotilde Gros +44 (0) 20 7680 6522

Madeleine Palmstierna +44 (0) 20 7680 6529


Notes to Editors:


About Nanjing Cenbest Group

Nanjing Cenbest is a leading chain of luxury Chinese department stores focused on fashion and accessories. Established in 1952 and currently listed on the Shanghai Stock Exchange (600682.SH), Nanjing Cenbest was the first publicly listed commercial enterprise based in Nanjing, a city just over 150 miles north-west of Shanghai with a population of almost ten million people.

Nanjing Cenbest is supported by its largest shareholder, Sanpower Group (“Sanpower”), a private Chinese conglomerate, operating across numerous industries including finance, retail, media and healthcare, and with a portfolio of companies including Jiangsu Hongtu High Technology Co., Ltd (the largest 3C product retailer in China and listed on the Shanghai Stock Exchange (600122.SH)), Guangzhou Jinpeng, Natali (the leading private healthcare and homecare services company in Israel), Nanjing Fujitsu, China Newsweek (one of a select group of publications used by the Chinese Central Government) and China Business Times.

Since its establishment in 1993, Sanpower has adhered to a philosophy of “Innovation, Industrialization and Capital Allocation” and has achieved continued and rapid growth with total assets of more than RMB 50 billion (c.£4.8 billion) and a total annual turnover of more than RMB 60 billion (c.£5.8 billion). It owns or controls more than 100 companies with a workforce of nearly 60,000 employees.

Sanpower recently acquired the International Finance Center Tower (“IFC”) in Nanjing’s Xinjiekou district (one of China’s most famous commercial centres behind only Wangfujing of Beijing and Nanjing Road of Shanghai). Including the IFC, Nanjing Cenbest department stores and other properties, Sanpower currently owns more than 50% of the total commercial area of Xinjiekou district.

Sanpower was founded and is currently led by Chairman Yuan Yafei, a member of the National Committee of the 12th Chinese People’s Political Consultative Conference, a standing member of the 11th All-China Federation of Industry and Commerce (“ACFIC”) and the Vice Chairman of ACFIC in Jiangsu province. He is also a board member of the China Enterprise Confederation as well as a member of the board of trustees and visiting professor of several universities, including the prestigious Nanjing University.

In 2013, Sanpower ranked 24th among the “Top 500 Non-State Owned Enterprises in China” by All-China Federation of Industry and Commerce.


About House of Fraser

House of Fraser is the leading, national premium department store group in the UK and Ireland trading principally under the iconic House of Fraser brand name through a portfolio of 60 well-invested stores, as well as through its rapidly growing web-store, www.houseoffraser.co.uk and one Houseoffraser.com concept store.

The House of Fraser brand is differentiated from other department store groups in the UK by its 160 year history in the UK retail market, its wide geographic reach (across the UK and on-line), its broad range of high quality premium branded merchandise offered at competitive prices, its increasing exclusive House Brand offering and its commitment to providing an imaginative, exciting and relevant shopping experience to our customers.


Important Notice

Merrill Lynch International (“Bank of America Merrill Lynch”) is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is acting exclusively for Nanjing Cenbest and no one else in connection with the transaction and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the transaction and will not be responsible to anyone other than Nanjing Cenbest for providing the protections afforded to clients of Bank of America Merrill Lynch or for providing advice in relation to the transaction or any other matters referred to in this announcement.

Reorient Financial Markets Limited ("Reorient Group") is licensed to conduct regulated activities in Hong Kong by the Securities and Futures Commission. Reorient Group is acting as corporate finance adviser in Hong Kong to Highland Group Holdings Limited in connection with this transaction, and is not advising any other parties in connection with this transaction or otherwise. It does not provide any services and does not conduct any regulated activities, or offer to do so, outside Hong Kong, or in any other way that requires it to be licensed, regulated or authorized in any other jurisdiction.

Executive Board

Don McCarthy

Don McCarthy

Chairman
John King

John King

Chief Executive Officer
Mark Gifford

Mark Gifford

Chief Financial Officer
Vinay Gupta

Vinay Gupta

Non-Executive Director
Mike Pacitti

Mike Pacitti

Non-Executive Director
Stefan Cassar

Steffan Cassar

Non-Executive Director
Stuart Rose

Stuart Rose

Non-Executive Director
Sally Ingleson

Sally Ingleson

Non-Executive Director
Kevin Stanford

Kevin Stanford

Non-Executive Director

Executive Directors

  Don McCarthy

Don McCarthy

Chairman
 
  John King

John King

Chief Executive Officer
 
Nigel Oddy

Nigel Oddy

Chief Operating Officer
Jackie Hay

Jackie Hay

Executive Director
Menswear & Childrenswear
Liz Gray

Liz Gray

Executive Director
Human Resources
Mark Gifford

Mark Gifford

Chief Financial Officer
Peter Gross

Peter Gross

Executive Director
Retail Operations
Andy Harding

Andy Harding

Executive Director
Multi-Channel
Ysanne Jenkins

Ysanne Jenkins

Executive Director
Home & Food
Peter Hearsey

Peter Hearsey

Executive Director
Legal & Property

ENVIRONMENTAL RESPONSIBILITY

One planet, one team

As a responsible retailer, we recognise that it is our duty to ensure we meet and exceed the demands and expectations of our customers and society. Whilst we strive to deliver high quality premium branded merchandise and excellent customer service; we understand that it is important to build and maintain trust by also creating a sustainable business. At House of Fraser, we are committed to ensuring that we take every possible step to reduce the effect we have on the environment, working with our employees and suppliers to continuously improve business operations.

It is our ambition to not only invest in new and pioneering technologies to support our carbon reduction plan but also in our employees to help mitigate the rising cost of waste removal and energy.

By fully integrating our environmental ambitions into our business, working with our suppliers, brand partners and employees, we can drive change and push House of Fraser forward in a way that benefits everyone, now and in the future.

We believe everybody should work together to make a difference: One Planet, One Team.

HOUSE OF FRASER CORPORATE SOCIAL RESPONSIBILITY POLICY

OUR RESPONSIBILITIES

We offer a wide range of goods encompassing clothing, home furnishings, gifts, cosmetics, footwear and food. To create and produce this range of products most suppliers (including ourselves) have their own complex supply chains and we aim to understand the diverse components within them. We are committed to ensuring that both we and our suppliers continuously look at ways of improving working standards and the effect we and they have on the environment.

Our Responsible Buying Policy gives due consideration to:

  • People & Culture
  • Labour & Human Rights
  • The Environment
  • The Community

PEOPLE & CULTURE

Both our customers and staff are extremely important to us. The majority of our stores are Disability Discrimination Act compliant and where our older stores could not be adapted to suit all of our customers, our staff are trained to provide our disabled customers with personal assistance where the store prevents a disabled customer full access. We also have hearing loops in place at tills indicated with a hearing loop sign.

Hearing loop sign We are an equal opportunities employer and we are committed to ensuring that no employee or applicant is treated less favorably on the grounds of race, religion, gender, ethnic origin, disability, or sexual orientation.


LABOUR & HUMAN RIGHTS

We acknowledge the importance of responsible sourcing and the promotion of fair and safe working conditions within our supply chain and have introduced various policies and green practices to ensure our products in store reflect our stance.

THE HOUSE OF FRASER ETHICAL SOURCING POLICY ('ESP')

The ESP recognises the complexity of our supply chain, diversity of product lines and the global citizens that produce them. Our approach is therefore realistic, objective, and geared towards continual improvement. Our intention is to promote high ethical standards within our supply chain without imposing unachievable conditions, which may be counter productive to the workers and supplier's interests or which may encourage dishonesty. Instead we aim to understand the diversity of our supply chain, embrace local cultures, and through our trading relationships, support livelihoods. All manufacturing and processing units are subject to random factory compliance monitoring. New suppliers are required to complete a self-evaluation assessment on their sourcing principles and production capabilities, followed by an audit against our ESP.

Our ESP addresses the following issues:

  1. Forced Labour
  2. Health & Safety
  3. Wages & Benefits
  4. Working Hours
  5. Child Labour
  6. Equal treatment
  7. Freedom of Association
  8. Discipline

Read the full House of Fraser Ethical Sourcing Policy here.

FAIRTRADE

The Fairtrade Foundation seeks to improve the position of poor and marginalised producers in the developing world, by encouraging industry and consumers in the United Kingdom to support fairer trade. The Fairtrade Mark is awarded to producers of a wide range of products that meet a clear set of internationally recognised standards. Monitoring systems are in place to ensure that the Fairtrade principles and criteria are met and that individual producers benefit from the trading terms. Only products licensed by the Fairtrade Foundation can carry the Fairtrade Certification Mark. Currently we stock Christy fairtrade cotton towels but there are more exciting products to come.

THE ENVIRONMENT

Our responsible buying policy aims to embrace the key characteristics of an environmentally responsible business by sourcing environmentally friendly products where possible.

ANIMAL WELFARE

House of Fraser remains committed to improving animal welfare standards on all product areas within the business. Suppliers are required to take responsibility for the standard of animal welfare within their supply chain and are encouraged, where practical to implement industry best practice standards. House of Fraser discourages the use of cruel practices in the procurement of any animal product.

ANIMAL FUR

We have a strict no-fur policy and ensure that our brand partners (concessions) abide by this policy in our stores.

ANIMAL TESTING

We do not test or ask our suppliers or any other organisation to test our private label products on animals.

ENDANGERED SPECIES

We do not knowingly source or sell products or ingredients from endangered species. We support CITES (Convention on International Trade in Endangered Species of Wild Fauna and Flora) which is an international agreement between governments. Its aim is to ensure that international trade in specimens of wild animals and plants does not threaten their survival. We understand the concerns of animal welfare groups and our customers and, on the occasion where we do sell a product or ingredient that may prove controversial, we ensure that the supplier only uses farmed sources and/or provides a CITES certificate (if applicable) before we buy the product or ingredient.

ORGANICS

Organic standards require organic farms to be managed in a way that produces healthy food and produce, while also caring for the welfare of farm animals and the environment. Organic farming delivers a wide range of benefits: Working in balance with natural systems; Consideration for the wider social and ecological impact of farming systems; The encouragement of existing biological cycles involving flora, fauna, plants and animals; and careful attention to animal welfare.

Current organic products can be found in:

  • Various products across our Linea range
  • Aveda cosmetics
  • Organic Apoteke cosmetics
  • Green Baby and Po.p. Childrenswear, and
  • Boaters Coffee gift products, with more exciting products to be introduced.

PACKAGING & SIGNAGE

We provide free carrier bags for our customers to take their purchases home in, however, in order to reduce the demand for bags all customers are asked if they require a bag when making a purchase. Our everyday bags are produced using recycled paper and are 100% recyclable themselves. Only water based inks are used and the bags are printed and produced in the UK thereby reducing our carbon footprint by using fewer transport miles. Our luxury carrier bags are made using paper from managed forests. They are weatherproof and are designed to be durable and re-usable. The luxury carrier bags available in our Dundrum, Eire store are unlaminated in order to comply with Irish regulations, and are also 100% recyclable. Our polythene sale bags are composed of 25% recycled polythene in line with the Department for Environment, Food and Rural Affairs retailer's initiative to reduce the environmental impact of carrier bags by 25% by the end of 2008. The signage used throughout our stores is produced on 75% recycled material and does not have a laminated finish. We ask our stores to re-use signage wherever possible so as to reduce cost and waste and we encourage our concession partners to follow the same policy wherever possible. You will find the recycle sign on any of our packaging produced in this way and we will soon be introducing 'Bags for Life'.

THE HOUSE OF FRASER RESTRICTED SUBSTANCES POLICY ('RSP')

Our RSP details our requirements on the use of chemicals in consumer products, packaging materials, and processes. The RSP is intended to protect the environment, as well as our employees and customers from exposure to potentially harmful substances. Read the full House of Fraser Restricted Substances Policy here.

RESTRICTION OF THE USE OF CERTAIN HAZARDOUS SUBSTANCES IN ELECTRONIC EQUIPMENT DIRECTIVE ('RoHS')

We constantly work with our suppliers to ensure that this directive is complied with.

THE HOUSE OF FRASER TIMBER SOURCING POLICY ('TSP')

The intention of our TSP is to encourage the promotion and enhancement of environmental sustainability and good forest management within our supply chain. We have chosen ProForest as our monitoring partner. ProForest (www.proforest.net) is an independent company working with natural resource management and with their assistance we have committed to progressively sourcing from credibly certified legal and well-managed forest sources and supporting the continual improvement of responsible timber sourcing by our suppliers.

Our TSP is founded on, and will comprise, the following principles:

  1. Known and Legal Origins
  2. Compliance with Legislation
  3. International Regulations
  4. Sourcing from High Risk Countries

Read the full House of Fraser Timber Sourcing Policy here.

WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT ('WEEE')

WEEE is the fastest growing waste stream in the UK, growing by at least 5% each year. The UK disposes of 1.2 million tonnes of electrical and electronic waste every year from the public alone. Each and every year, this is the equivalent of: 150,000 double-decker buses; 162 Eiffel towers; 200,000 African elephants; or 444,444 Range Rovers. The WEEE Directive sets out measures for collecting waste electrical and electronic equipment for recovery, recycling and re–use. The UK currently produces about 900,000 tonnes of electrical and electronic waste each year. This includes a wide range of items from TVs and fridges to computers and children's toys. Under this legislation, it is the responsibility of the retailer to meet a 'Consumer Information Obligation ('CIO'). This obliges retailers to inform customers as to the availability of WEEE collection facilities throughout the UK, and assist in developing their knowledge of recycling issues surrounding WEEE. So that our customers can get their waste electrical goods recycled, we contribute towards a national fund to assist local councils to further develop their existing waste electronics collection facilities. In order to assist customers in remembering that electronic goods can be recycled and therefore should not be placed in the general waste, all products of this type are now marked with a crossed out wheeled bin symbol. Please help us to minimise the effect we have on the environment by recycling your waste electrical goods. You can find your nearest recycling points and helpful recycling tips for electrical goods by visiting www.recycle-more.co.uk

THE COMMUNITY

We make charitable donations wherever possible and, along with our nominated charity of the year, the stores are encouraged to undertake their own fund-raising events and activities for local charities.

You will require Adobe Acrobat Reader to view these reports.

House of Fraser Charities

House of Fraser Charity Golf Day

House of Fraser Charity Golf Day

For the last ten years, we have held a Charity Golf Day which has supported numerous charities over this time.

In particular, since we launched 'The Cheryl Duncan Trophy' in 2004, we have raised approximately £500,000 through this event alone. We donate 50% of the money raised each year to Walk the Walk Worldwide to support their never ending battle against breast cancer, whilst the remaining 50% has been donated to other worthy charities, last year being the the Retail Trust.

This year's Charity Golf Day was held on 19th July and we raised a total of £193,638, beating the target set of £150,000.  As previously, 50% of the monies raised will be donated to Walk the Walk Worldwide with the remainder this year being donated to the Sparks.

See below for further information about each of these charities.


Sparks

Sparks

As a leading children’s medical research charity Sparks are dedicated to funding and championing pioneering research into a range of conditions affecting babies, children and mums-to-be.

Since 1991, Sparks have committed over £22 million into pioneering research projects across a wide spectrum of medical conditions including childhood cancers, cerebral palsy, premature birth and spina bifida. In total, the charity has funded 233 research projects in more than 80 hospitals and universities across the UK.

Through the research Sparks fund, they aim to improve the quality of life for children and families affected by serious illness or disability today, whilst seeking ways to better diagnose, treat and prevent these conditions in the future.

The medical breakthroughs Sparks make possible, make a difference not only across the UK but for thousands of women, children and families around the world.
For more information see www.sparks.org.uk
Registered Charity number: 1003825 (England and Wales), SCO39482 (Scotland).


Walk The Walk

Walk The Walk

Walk the Walk came into being 10 years ago when just 13 women power walked The New York Marathon in their bras to raise money and awareness for breast cancer research. What started out as a once only fundraising event has blossomed into a thriving charity raising to date in excess of £40 million for breast cancer research and cancer care.

To date Walk the Walk has funded some key research projects, including granting 50% of the set-up costs of The Generation study. This is perhaps the most adventurous, largest and most comprehensive investigation ever to be undertaken into the causes of breast cancer. Over 100,000 women will be monitored over the next 40 years and in due course it will not only be possible to compare the risk factors in the women who develop breast cancer with those who do not, it is thought that information will also be revealed that will help with other diseases and cancers.

Their motto is to raise money, raise awareness, get fit and have fun. We donate 50% of the funds raised from the Charity Golf Day to this charity every year.

For more information see: www.walkthewalk.org Charity Registration No. SC029572

Finally, all of our stores and support offices are encouraged to support local charities and such initiatives usually come about from staff suggestions. Please contact your local store if you wish to know about the charities they support.

Corporate Press Office

Find the latest corporate press releases below. For corporate or financial enquiries please contact Newgate Communications LLP on 020 7680 6550 or email hof@newgatecomms.com.

For consumer press information, product-related enquiries or promotions, please contact the House of Fraser Press Office on 020 7003 4000 or visit press.houseoffraser.co.uk.

Corporate Press Releases