Booker plc

26 Jun 2000

£960 million merger of Booker and Iceland completes

The recently announced recommended merger of Iceland Group plc and Booker plc has on Friday 23 June 2000 been declared wholly unconditional. The merged group has combined pro forma sales of approximately £5.5 billion. The pro forma market capitalisation of the merged group is approximately £960 million. Simmons & Simmons advised Booker.

Simmons & Simmons has acted for Booker for many years but in the last 18 months has worked particularly closely with Booker's new management in the implementation of its strategy to focus on its core cash and carry business and on a significant disposal programme.

Booker chief executive Stuart Rose will become chief executive of the merged group. Booker executive director Charles Wilson will join the board of the merged group. David Price and Alan Smith, two of Booker's non-executive directors, will join the merged group as non executive directors. There will be three Iceland executive and two Iceland non-executive directors on the board of the merged group.

The Simmons & Simmons team was led by Corporate partner Alan Karter, who is the client partner with principal responsibility for Booker's relationship with Simmons & Simmons. Other members of the team included partner Sarah Bowles (Corporate), partner Mark Curtis (Corporate Finance), partner Paul Hale (Tax), partner Tony Woodgate (Competition) and partner Monica Ma (Pensions).

Alan Karter commented:

"The last two years have been turbulent times at Booker requiring support from Simmons & Simmons. The legal work has been broad ranging and challenging. It has been a privilege to have led the Booker team and to see a good result for Booker shareholders. We wish the merged group well and hope to have the opportunity of continuing the relationship."

Stuart Rose, chief executive of Booker and chief executive designate of the merged group, commented:

"Simmons & Simmons has consistently provided top quality legal advice. It has been a pleasure working with them."

Lazard and Merrill Lynch acted as financial advisers to Booker. Herbert Smith provided legal advice to Iceland, with NM Rothschild & Sons acting as their financial advisers.

Notes for editors:

Simmons & Simmons is worldclass law firm with offices in London, Paris, Brussels, Düsseldorf, Lisbon, Milan, Rome, Madrid, Abu Dhabi, Hong Kong, Shanghai and New York with over 1,400 staff worldwide. For further information on Simmons & Simmons please visit our website at www.simmons-simmons.com.

2. The Corporate Department at Simmons & Simmons comprises over 220 legal staff (115 in London), including 47 partners (27 in London). It advises on the whole range of corporate finance activity, and mergers and acquisitions as well as other corporate law matters for listed and unlisted companies, in the United Kingdom and overseas.

3. To date, Simmons & Simmons has advised Booker on its £960 million merger with Iceland (2000), and on the disposals of Marine Harvest McConnell (1999), Arbor Acres Group (1999), Booker's Foodservice Division (1999), Booker Wholesale Foods (1999), the Fish Processing Division (1998/9), the Group's interest in its Portuguese joint venture (1998) and the Prepared Food Division (1997). Simmons & Simmons was also Booker's legal adviser on the strategy review that gave rise to the disposal programme and on its refinancing.

4. For further information, please contact:
Alan Karter, partner, Corporate
Louise Resnick, Media Relations Manager