A.S. Watson declared offer for shares of Merchant Retail unconditional in all respects

A.S. Watson declared offer for shares of Merchant Retail unconditional in all respects

A.S. Watson (P&C UK) Ltd. announced today that the Offer for the entire issued and to be issued ordinary share capital of Merchant Retail Group plc had been declared unconditional in all respects.

Further to the announcement of 5 July 2005 that clearance has been obtained from the UK Office of Fair Trading in relation to the Offer, A.S. Watson, the retail and manufacturing division of Hutchison Whampoa Limited, announces that all conditions of the Offer have now been satisfied or waived. Accordingly the Offer has been declared unconditional in all respects and will remain open for acceptance until further notice.

Merchant Retail Board Changes
Earlier today, Dominic Lai (Executive Director, Hutchison Whampoa Limited), Ian Wade (Group Managing Director, A.S. Watson) and Martin So (Group Finance Director, A.S. Watson) have joined the Merchant Retail Board and Edith Shih (Head Group General Counsel and Company Secretary, Hutchison Whampoa Limited) has been appointed as Company Secretary. Ian Wade has also been appointed Chairman of Merchant Retail.

Delisting and Compulsory Acquisition
As at 3 pm on 13 July 2005, valid acceptances of the Offer have been received in respect of 97,542,863 Merchant Retail Shares, representing approximately 88.2 per cent of the existing issued ordinary share capital of Merchant Retail. Application has been made to the UK Financial Services Authority for the cancellation of the listing of Merchant Retail Shares on the Official List and to the London Stock Exchange for the cancellation of the admission to trading of Merchant Retail Shares on the London Stock Exchange, with each expected to take effect from 11 August 2005, being 20 business days following the date of this announcement.

In addition, if sufficient acceptances are received, A.S. Watson (P&C UK) Ltd. intends in due course to acquire compulsorily any outstanding Merchant Retail Shares to which the Offer relates.