The Boards of Directors of GROUPE BRUXELLES LAMBERT S.A. (GBL) and ELECTRAFINA, its 82.8% subsidiary, meeting on 13 March 2001, have made the following decisions:

 

1.       Yearly results 2000

Based on the statutory accounts which were approved by the Board, it is proposed  to set the dividends per share for the year 2000 at respectively :

for GBL : EUR 6.00 compared to EUR 5.50 for the year 1999

for Electrafina : EUR 3.60 unchanged compared to the previous year.

 

Consolidated results for both companies will be published immediately upon the closing of the accounts for financial year 2000 of RTL Group, scheduled for 20 March.

 

2.       Proposal for a merger of GBL and ELECTRAFINA

 

§         Further simplification of the structure of the GBL group

§         Merger by absorption of GBL by ELECTRAFINA

§         Division of the ELECTRAFINA share in 3

§         Swap parity, after division, of 5 ELECTRAFINA shares for  1 GBL share

 

At the Extraordinary General Meetings to be held on 26 April next, the shareholders of GROUPE BRUXELLES LAMBERT S.A. (GBL) and ELECTRAFINA will be invited to vote on the proposed merger of their companies. 

 

This joining of forces, expected by the financial community and shareholders alike, would further simplify the structure of the group as it has been pursued for a number of years, adding to its clarity and transparency.

 

Differentiation between the consolidated assets of the parent company and its offspring has become less marked over time (ELECTRAFINA accounts for more than 80% of GBL's consolidated portfolio) and the grouping of all assets within a single entity is expected to lead to more effective management, particularly as a result of the optimisation of flows and financial capacity, while aligning perfectly the interests of the shareholders of both companies.

 

The company resulting from the merger would have a higher stock market capitalisation than either of the two firms taken individually and would have greater market float, elements that should prove beneficial to the liquidity of the stock, its listing on different indexes and consequently its quotation. In accordance with stock market regulations, the company created by the merger would retain its listing on the Bel 20 and Euronext 100 indexes.

 

For reasons related in particular to the economics of the transaction and the preservation of ELECTRAFINA's voting rights in the groups TOTAL FINA ELF and SUEZ LYONNAISE DES EAUX, the proposed merger would take place by means of absorption of GBL by ELECTRAFINA. At the outset of the operation, ELECTRAFINA would then be renamed "Groupe Bruxelles Lambert, in abbreviated form GBL".

 

It would also be proposed that ELECTRAFINA cancel its own shares acquired in the wake of the transfer of GBL's assets (82.8 % of Electrafina shares).  3.6 % of GBL’s own shares would also be cancelled as a result of the merger.

 

The exchange ratio proposed to the shareholders of the companies concerned is set at 5 ELECTRAFINA shares for 3 GBL shares. However, with a view to facilitating the swap transactions, it will be proposed to ELECTRAFINA shareholders to divide their stock in 3, with parity being thus modified proportionately and amounting to 5 ELECTRAFINA shares for 1 GBL shares.

 

The proposed parity reflects the average ratio of market prices and estimated net values of both stocks for different quotation periods (today's value and averages for periods of 20 days to one year) all established as at 12 March 2001. This parity is only marginally affected by a difference of valuation of the major assets of the portfolio. In this context, ING Barings, financial adviser for the operation, has submitted to the Boards of Directors of both companies an opinion certifying the fairness of the proposed parity and the valuation methodology used in determining parity.

 

A special report on the operation will also be produced by the auditors.

 

3.       Bertelsmann (BAG)

The Boards of Directors have been informed of the work ongoing in relation with the exchange of GBL and Electrafina’s shareholding in RTL Group for a 25 % stake in BAG as announced on February 5, 2001.

 

The various documents relating to the merger will be made available to shareholders within the statutory deadlines. The merger proposal as drafted by the Boards of Administration of the companies concerned will be deposited on 14 March 2001 with the Registry of the Brussels Commercial Court and will also be available on the group's web site (http://www.gbl.be) or upon request at corporate headquarters from Marc Desclez (tel: 32(0)2/547.24.28 – mdesclez@gbl.be).