The Management Board of the Emperia Trading Group informs that on 9 August 2011, with full approval of the Supervisory Board, it withdrew from the Investment Agreement with Eurocash, acting under the procedure and in compliance with the terms and conditions of the Investment Agreement.
The withdrawal was made on the grounds of a failure on the part of Eurocash to meet the agreed deadline for giving effect to the transaction, namely Eurocash did not effect payment of the Price for the Shares either by 15 July 2011 or in an additional period prescribed for that purpose by Emperia. Consequently, the sale of the Tradis Group to Eurocash did not take place. Further, the Management Board of Emperia Holding SA called upon Eurocash to pay lump-sum damages of PLN 200 million.
It is the opinion of the Management Board and the Supervisory Board of Emperia that the above actions serve the best interests of the shareholders and of the company, Tradis Wholesale Group (part of Emperia) and its customers.
It is the view of Emperia that the failure of the transaction contemplated under the Investment Agreement will not obstruct the efforts the Tradis Wholesale Group aimed at becoming the leader of the Polish FMCG wholesale market.
The Management Board of the Emperia Group is ready to continue the strategy adopted for the Tradis Group last year. We will maintain further rapid growth, both organic and based on mergers and acquisitions. We are experts in the FMCG sector and we will use our expertise in expanding our market share further. Last year was very successful for the whole Emperia Trading Group.
Emperia Group comprises two key business divisions:
In 2010, the Emperia Trading Group reported a 7-percent increase in sales revenues to PLN 5.9 billion, with a concurrent improvement of EBITDA and net earnings. EBITDA increased by 16.6 percent to PLN 205.8 million, and net earnings were up by 42 percent to reach PLN 98.5 million.
The Emperia Group’s strong figures continued in the first quarter of 2011. During that period the Emperia Trading Group generated PLN 1.46 billion in sales revenues, up by 5 percent, and PLN 11.27 million in net earnings, down by 9.3 percent on the same period last year.
The Management Board of Emperia Holding SA recommended distribution of dividend for 2010 to the Meeting of Shareholders at some 40 percent of the Group’s consolidated net earnings. This is two times more than so far (20%). The shareholders adopted a resolution giving effect to the recommendation at the General Meeting on 29 June 2011.
The dividend to be distributed for 2010 will be PLN 2.63 per share. Dividend distribution will cost Emperia over PLN 39.2 million. From the 2010 net profit distribution on, the Management Board is planning to recommend annually to the Meeting of Shareholder a distribution of dividend at a rate of 40 percent.
Outline of Emperia Trading Group:
The Emperia Trading Group is one of the largest and most active trading groups in Poland. It engages in retail and wholesale distribution of food products, cosmetics and household chemical products, it is active in property management and development. Emperia, which has been present in the Polish market since 1990, operates nationally and has a workforce of nearly 14 thousand. Emperia Holding SA, a public company quoted on the Warsaw Stock Exchenge, is the Group’s holding company.
The Tradis Wholesale (Distribution) Group engages in wholesale distribution of FMCG products through cash&carry locations and Distribution Centres throughout Poland. The wide range of food products, cosmetics, and household chemical products, attractive trade terms, state-of-the-art IT and logistic systems, and continuous efforts to meet clients expectations make it the leading trade partner for over 50 thousand Polish retailers.
The subsidiaries of the Tradis Wholesale (Distribution) Group engage in distribution of FMCG products. In addition, the Group, in collaboration with Polish retailers, operates franchise chains of shops and supermarkets of varying formats. Tradis is also the strategic partner to Społem cooperatives, and jointly with them runs modern cooperative retail operations in Poland. As at 31 March 2011, the number of franchisers operating as part of Tradis Wholesale Division totalled 4,158.
The Tradis Wholesale (Distribution) Group (a member of the Emperia Trading Group) comprises the following companies: Tradis, Ambra (distribution of cosmetic and household chemical products), DEF (distribution of FMCG products), Detal Koncept (franchisor for Groszek and Milea chains), Euro Sklep, Lewiatan, and Koliber (drugstore chain), and PSD which, jointly with Społem Cooperatives, runs modern cooperative retail operations in Poland.
The operations of the distribution subsidiaries fall geographically or functionally into eight regions. They include 63 branches comprising distribution centres, service centres, and cash&carry locations of the aggregate area of some 306 thousand sq. m.
The Supermarket Division comprises supermarkets located in residential estates, mini shopping centres, and shopping malls. The supermarkets operated by Emperia’s retail division offer from 100 to 1,400 sq. m of selling space and from 4,000 to 10,000 assortment items, including retail products, cosmetics, household chemical products, alcohol, and fresh products: bakery products, meat products, fruit, and vegetables. Local products, typically produced in the region of store location, complement the offering.
Stokrotka Sp. z o.o. is one of the most rapidly developing retail chains in Poland. As at 3 June 2011, the number of Stokrotka/Delima locations operated by the retail division was as follows:
At the moment, the process of selecting a strategic investor for the division is under way by auction, and its completion is expected at the end of the first quarter of 2012. The efforts seek to ensure that the present rapid development of the retail division continues.
The Real Property Division is responsible for Emperia Trading Group’s properties. It invests exclusively in supermarkets, cash&carry locations, distribution centres, and mini shopping malls. The division manages Emperia’s real properties, procures new locations, and engages in real property development.
A number of awards and distinctions have been conferred upon the Emperia Trading Group, including the Pearl of Polish Stock Exchange 2009 title after the Group had been ranked seventh in the ranking list of Gazeta Giełdy „Parkiet”. Gazeta Finansowa ranked Emperia 30th among 500 Largest Companies in Poland and Puls Biznesu placed it 39th among Public Companies of 2009. Emperia is ranked 36th in Rzeczpospolita’s 500 List and 31st among Polityka’s Five Hundred for 2009. The Group has been placed second among TOP 50 of FMCG trade and third among 50 best Polish retailers by Detal Dzisiaj. In 2010, Tradis, the wholesale division of the Emperia Trading Group, was awarded the Golden Receipt prize by Polish retailers in the FMCG Wholesale Leader category, and the Stokrotka chain was awarded the Customers Golden Laurels in the National Supermarket Chain category.