METRO GROUP: the Wholesale and Food Business to be called METRO; the Consumer Electronics division to be called CECONOMY

  • New company names published: It is intended that, in the future, the METRO GROUP Wholesale and Food Specialist Company will be called METRO, the METRO GROUP Consumer Electronics Company will be called CECONOMY
  • Two focused, independent companies present their equity stories at the Capital Markets Day
  • After effective date of the demerger, both companies expected to qualify for the MDAX
  • Management teams confirm planned dividend continuity
  • Separation at ratio of 1:1: it is proposed that each shareholder of the former METRO AG will receive one share of the new METRO AG in addition to the METRO (future CECONOMY) share

Düsseldorf, 2016-Dec-20 — /EPR Retail News/ — Through its planned demerger, METRO GROUP is launching two strong, successful and strategically focused companies. For the first time, the Wholesale and Food Specialist and the company focused on Consumer Electronics are set to present their strategies as independent entities. At the Capital Markets Day in Düsseldorf, company names and brand positioning will be presented for the first time: It is intended that, in the future, the Wholesale and Food Business will operate under the corporate brand METRO, while the Consumer Electronics division will operate under the brand CECONOMY.

“Today, two dynamic companies with the best positioning in their sectors will introduce themselves. Each of these companies has established a strong and future-proof strategic, operative and financial position – and as independent companies we will set our course for sustainable and healthy growth,” said Olaf Koch, Chairman of the Management Board of METRO AG, at the Capital Markets Day in Düsseldorf. “Our Wholesale and Food business is already one of the leading international companies, and we will gain momentum in all 35 countries in which we operate our store-based and delivery business.”

Pieter Haas, designated CEO of the future CECONOMY, said: “We are the number one in European Consumer Electronics and we have created an excellent starting position for our upcoming independence through a comprehensive realignment. We currently generate €22 billion in annual sales and have nearly two billion customer contacts each year. All our stores are now fully digitised and integrated into our multichannel strategy. We combine the emotional shopping experience in our stores with the benefits of digital technologies. With our products and services, we are present for our customers on all channels and we are their partner and daily companion in an increasingly digitising world. We are ready! I am convinced that our best years are yet to come.”

Wholesale and Food business: Realignment offers ideal conditions for continued appreciation in value

The new METRO AG is an internationally leading specialist in wholesale and food retail and primarily comprises METRO Cash & Carry and Real, in addition to delivery specialists and other companies. METRO is active in 35 countries with local wholesale companies and delivery specialists (Classic Fine Foods, Rungis Express, Pro à Pro, Midban). This business has attained an excellent position in its markets, both through its leading role in the self-service wholesale trade, but also through a growing presence in the delivery business. In financial year 2014/15, METRO Cash & Carry introduced a new operating model to increase growth and sales. It gives far more entrepreneurial freedom to the individual countries and allows for greater customer focus. METRO profited from the focus on increased customer value; for 13 quarters in a row, like-for-like sales have increased and profitability has improved substantially.

The second activity under the new roof is Real, a leading large-scale full-range supplier (hypermarket) in the food retail sector in Germany. Real operates 285 hypermarkets in Germany. Following a phase of consolidation, Real has created the economic framework for future growth, particularly by implementing new market concepts, an agreement with the trade union and procurement cooperation with Markant and PHD. As a benchmark for the distribution of dividends, the future METRO AG confirmed a targeted range of 45 to 55% of the company’s earnings per share.

Largest supplier of consumer electronics in Europe is well-positioned for further growth and increased profitability

Separation of the companies at a ratio of 1:1 – MDAX qualification expected for both companies

While it is intended that the former METRO AG will continue to exist as future CECONOMY AG and will constitute the Consumer Electronics business, it is planned that the Wholesale and Food Specialist will be spun off as an independent, stock-listed company and will operate under the established name of METRO. The separation of METRO GROUP into two independent companies will be proposed to the shareholders at a ratio of 1:1. Hence, each shareholder of the former METRO AG will receive one share of the new METRO AG in addition to the CECONOMY share. These new shares are entitled to participate in dividends for the financial years starting 1 October 2016. The future CECONOMY will hold 10% of the future METRO AG. 1% of the share capital is paid in return for the transfer of the assets to be spun off; the disposal is blocked for seven years. The remaining 9% also constitutes a purely financial participation and does not involve any managerial role at the future METRO AG. This participation is subject to a customary holding period of six months. CECONOMY is the holding company of Media-Saturn, the European number one in consumer electronics on the basis of its sales of €22 billion (financial year 2015/16), market share, selling space and its 65,000 employees. Media-Saturn is active in 15 European countries and is the market leader in nine of them. All of the more than 1,000 stores have now been made multichannel ready and have been converted to digital technology. In combination with its strong web presence, the company currently reports 5.8 million customer contacts per day. In the past two years, Media-Saturn has increased sales and improved profitability. Media-Saturn intends to utilize its solid financial structure and experienced management to increase internet and online-induced sales in particular, expand its services business and lead consolidation in the sector. In principle, the company intends to base its dividend payment on a payout ratio of 45 to 55% of the earnings per share.

The annual general meeting of METRO AG will vote on this demerger on 6 February 2017. The decision to separate the businesses requires a majority of three-quarters of the share capital of METRO AG represented at the annual general meeting. All three anchor shareholders of METRO AG – together holding almost 50% of the vote – have already indicated their support for the demerger. These anchor shareholders have also agreed to a holding obligation (so-called lock-up) conforming to usual market conditions and other restrictions on disposal.

Right after the effective date of the demerger, all shares of the new METRO AG are expected to be admitted for trading in the Prime Standard of the Frankfurt Stock Exchange; a secondary listing on the Luxembourg Stock Exchange is planned. The Management Board of the former METRO AG expects that both companies will meet the MDAX criteria and will be listed in this market segment. The aim is to achieve Investment Grade Rating for both companies. As a result of the demerger, costs for taxes in the single-digit millions and transaction costs amounting to approximately €100 million are expected to be incurred.

Composition of the Management Boards and the Supervisory Boards

With effect from the date of the separation, probably in mid-2017, the future METRO AG will be managed by a Management Board that will be reduced from five to four members and headed by the Chairman of the Management Board Olaf Koch. The current Board members Pieter Boone (COO) and Heiko Hutmacher (Human Resources) will be joined by Christian Baier, previously CFO of METRO Cash & Carry, as the new CFO. It is intended that the Management Board of CECONOMY will consist of three persons: Besides designated Chairman of the Management Board Pieter Haas and CFO Mark Frese (both Board members at the old METRO AG), it is planned that Dr. Dieter Haag Molkenteller will serve as the Chief Legal and Compliance Officer.

As a result of the demerger of METRO AG, the 20-person strong Supervisory Boards of the companies will also be reconstituted. Some of the current members of METRO AG’s Supervisory Board are expected to be appointed to the new Supervisory Board. As reported, it is planned that the Supervisory Board of the new company METRO AG will be chaired by METRO’s current Chairman of the Supervisory Board Jürgen B. Steinemann. The following persons are designated to become further members of the Supervisory Board and representatives of the shareholders: Gwyn Burr, Dr. Florian Funck, Peter Küpfer, Mattheus P. M. (Theo) de Raad and Dr. Fredy Raas. The remaining shareholder representatives have not yet been appointed at this stage.

As previously reported, it is proposed that Jürgen Fitschen will chair the Supervisory Board of CECONOMY. The independent management consultant Dr. Bernhard Düttmann will be nominated for election at the next annual general meeting in place of Jürgen B. Steinemann who will be stepping down. Dr. jur. Hans-Jürgen Schinzler will remain a member after the spin-off. Regine Stachelhaus will be newly recommended for election to the Supervisory Board. She will be nominated in place of Prof. Dr. Ann-Kristin Achleitner who will withdraw. In place of Gwyn Burr, who will move to the new METRO AG, Julia Goldin, Member of the Executive Board of Lego A/S, Billund/Denmark is nominated for election. In place of Mattheus P.M. (Theo) de Raad, who will also move, British national Jo Harlow, Member of the Board of InterContinental Hotels, is nominated for election. Further proposals have not been finalised at this point.

METRO GROUP is one of the most important international retailing companies. It generated sales of some €58 billion in financial year 2015/16. The company operates at more than 2,000 locations in 30 countries and employs some 220,000 people. The performance of METRO GROUP is based on the strength of its sales brands, which act independently on the market: METRO/MAKRO Cash & Carry, the international leader in the self-service wholesale trade; Media Markt and Saturn, the European market leader in consumer electronics retailing; and Real hypermarkets.

More information at www.metrogroup.de

This press release may contain forward-looking statements based on current assumptions and forecasts made by Metro management and other information currently available to METRO. Various known and unknown risks, uncertainties, and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. METRO does not intend, and does not assume any liability whatsoever, to update these forward-looking statements or to conform them to future events or developments.

Contact:
METRO AG
Corporate Communications
Metro-Straße 1
40235 Düsseldorf

Phone +49 (0) 211 68 86-42 52
Fax +49 (0) 211 68 86-20 01

www.metrogroup.de
presse@metro.de
@Metro_Comms

Source: METRO GROUP

Marks and Spencer Group Q3 update: Food business delivered another excellent quarter, significantly outperforming the market by c.3% pts

‘Very good Christmas in Food, difficult quarter in GM’

LONDON, 2015-1-8 — /EPR Retail News/ — Marks & Spencer made good progress in three of its four key priorities for the year:

1) Food growth

  • Great quarter with strong outperformance of the market: sales +2.8%; +0.1% LFL
  • Record sales, +17% in the key Christmas week
  • New stores performing well and store opening programme on track

2) Womenswear performance

  • Difficult quarter for General Merchandise: sales -5.4%, LFL -5.8%
  • Clothing sector performance impacted by unseasonal conditions in October and November
  • Disruption at our Castle Donington distribution centre affected performance in December

3) General Merchandise gross margin improvement

  • Good progress on gross margin: guidance unchanged at +150 to +200bps
  • Slightly lower discounting driven by December

4) Cash generation

  • Improved operating costs performance: guidance improved from c.+3.5% to c.+2.0%
  • Continued tight control of costs and capital expenditure

Marc Bolland, Chief Executive, said:

“M&S had a very good Christmas in Food. We delivered record Christmas sales, strongly outperforming the market. We had a difficult quarter in General Merchandise, dominated by unseasonal conditions and an unsatisfactory performance in our e-commerce distribution centre. We maintained our focus on General Merchandise gross margin, with guidance unchanged.

“I’d like to thank all of our colleagues for their exceptional hard work and commitment over the key Christmas period.”

Trading summary

Our Food business delivered another excellent quarter, significantly outperforming the market by c.3% pts. We saw record sales over the festive period, up 17% in the key Christmas week. Customers once again turned to us for our highly differentiated food offer, combining the best of quality, seasonal speciality and convenience, all at competitive prices. We launched nearly 750 new products giving customers more choice than ever, with record results in turkeys, party food, desserts and deli.

Our new website performed well operationally, even through periods of peak demand. Customer metrics including customer satisfaction and conversion continued to improve, resulting in positive sales growth through October and November.

However, disruption at our distribution centre in Castle Donington strongly impacted .com and in turn, GM performance in December. We have already made progress in addressing this and have now returned to our improved delivery proposition.

In General Merchandise, we received positive customer feedback on our Autumn/Winter Womenswear ranges. However, trading in October and November was affected by unseasonal conditions which impacted sales across the clothing sector and resulted in a highly promotional market. We deliberately held back the level of discounting especially in December. While this had an adverse impact on sales we delivered a good performance on gross margin.

Overall International business was heavily impacted by the worsening currency and macro-economic issues across our Middle East and Russia franchise region. However, our owned business performed well with strong performance in key markets such as India.

 

Third quarter sales

13 weeks to

27 December 2014

Food

–          Like-for-like

+2.8%

+0.1%

General Merchandise1

–          Like-for-like

 -5.4%

-5.8%

M&S.com sales2 -5.9%
Total UK sales

–          Like-for-like

-1.1%

-2.7%

International sales3 -5.8%
Group sales3 -1.6%

1 Clothing sales were -4.9%, LFL -5.3%

2 Memo only

3  Stated on ex-VAT and constant currency basis. International sales at actual currency were -8.8% and Group sales were -1.9%.

Outlook

Gross margin guidance remains unchanged at +150bps to +200bps for General Merchandise and +10bps to +30bps for Food. As a result of tight control of costs as well as lower volume growth, we have improved our operating cost guidance from c.+3.5% to c.+2.0%.

All other guidance remains unchanged.

Marks and Spencer Group plc will report its fourth quarter trading results on 2 April 2015.

Statements made in this announcement that look forward in time or that express management’s beliefs, expectations or estimates regarding future occurrences and prospects are “forward-looking statements” within the meaning of the United States federal securities laws. These forward-looking statements reflect Marks & Spencer’s current expectations concerning future events and actual results may differ materially from current expectations or historical results. Any such forward-looking statements are subject to various risks and uncertainties, including failure by Marks & Spencer to predict accurately customer preferences; decline in the demand for products offered by Marks & Spencer; competitive influences; changes in levels of store traffic or consumer spending habits; effectiveness of Marks & Spencer’s brand awareness and marketing programmes; general economic conditions or a downturn in the retail or financial services industries; acts of war or terrorism worldwide; work stoppages, slowdowns or strikes; and changes in financial and equity markets.

For further information, please contact: 

Investor Relations:

Majda Rainer +44 (0)20 8718 1563
Helen Cox +44 (0)20 8718 8491

Corporate Press Office:+44 (0)20 8718 1919
Out of hours calls:+44 (0)20 8718 2000

Investors & Analysts Conference Call:
This will be hosted by Marc Bolland at 9am on Thursday 8 January 2015:

Dial in number: +44 (0)20 3427 1905
Access Code: 2395581

A recording of this call will be available until 18 January 2015:

Dial in number: +44 (0)20 3427 0598
Access Code: 2395581