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200602240000000073_press releaseII 24-02-06

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200602240000000073_press releaseII 24-02-06 Powered By Docstoc
					                                                                    TOECA FASHION GROEP B.V.




            PUBLIC OFFER FOR ALL ISSUED AND OUTSTANDING ORDINARY SHARES
                            MCGREGOR FASHION GROUP N.V.


This is a joint press release by Toeca Fashion Groep B.V. (“Toeca”) and McGregor Fashion Group N.V.
(“McGregor”). Not for release, publication or distribution, in whole or in part, in or into the United States,
Canada, Australia, Italy or Japan


With reference to the press release of 13 January 2006 and the joint press release of 23 January 2006,
McGregor and Toeca hereby jointly announce that agreement has been reached on a public offer by
Toeca on all issued and outstanding ordinary shares in the capital of McGregor at a bid price of EUR 31
per share in cash, inclusive of any dividends payable for the financial year 2005/2006. Toeca is a
directly wholly-owned subsidiary of Toeca Fashion Holding. The majority of shares of Toeca Fashion
Holding is held by holding companies of Mr. M.M.J.J. Boekhoorn, Mr. M.J. Schothorst and Mr. H.B. Kolff
and the minority of shares is held by Stichting Administratiekantoor Toeca Fashion. As per the
Settlement Date, the majority (approximately 94%) of the shares in Toeca Fashion Holding will be
equally owned by holding companies of Mr. M.M.J.J. Boekhoorn, Mr. M.J. Schothorst and Mr. H.B. Kolff.
At such time, the remaining minority of the shares (approximately 6%) will be held by Stichting
Administratiekantoor Toeca Fashion. The management board of Stichting Administratiekantoor Toeca
Fashion consists of Messrs. Boekhoorn, Schothorst and Kolff. Certain key employees of McGregor,
including Mr. J.H. van Straaten (Chief Financial Officer of McGregor) and Mr. C.G. Schimmel (Human
Resource Director of McGregor) will be awarded with depository receipts of the shares in Toeca
Fashion Holding by Stichting Administratiekantoor Toeca Fashion.

The Offer
Toeca makes a public offer (the “Offer”) for all issued and outstanding ordinary shares in the capital of
McGregor with a nominal value of EUR 0.16 each (“McGregor Shares”) at a bid price of EUR 31 per
share in cash, inclusive of any dividends payable for the financial year 2005/2006 (the “Consideration”).

The complete conditions, terms and restrictions of the Offer are outlined in the offer document dated
Saturday 25 February 2006 (the “Offer Memorandum”).

Extraordinary Meeting of Shareholders
The Offer will be explained and discussed during the Extraordinary Meeting of Shareholders (“EGM”) of
McGregor on Tuesday March 14, 2006, in accordance with section 9q of the Securities Markets
Supervision Decree (Besluit toezicht effectenverkeer 1995) (the “Decree”). Notice of the EGM will be
given and publication of the agenda will be done in accordance with the articles of association of
McGregor.

Recommendation
Based on the considerations as set out in the Offer Memorandum the Supervisory Board and the
Management Board of McGregor have come to the conclusion that the Offer is in the interest of
McGregor, the Shareholders, and other stakeholders of McGregor. The Supervisory Board and the
Management Board of McGregor fully support the Offer and therefore unanimously recommend the
Offer to the Shareholders for acceptance. The recommendation of the Supervisory Board and the
Management Board is supported by a fairness opinion of PricewaterhouseCoopers Advisory. Mr. M.J.
Schothorst and Mr. H.B. Kolff, being (indirect) stakeholders in Toeca, have not been involved in any
discussions within the Supervisory Board and the Management Board regarding the Offer (including its
terms and conditions).

Committed McGregor Shares
All major Shareholders, owning 5% or more, being Mr. M.J. Schothorst, Mr. H.B. Kolff , Todlin N.V., Go
Capital Asset Management B.V., Bibiana Beheer B.V., Investeringsmaatschappij Helvetia B.V. and
Parnib B.V. as well as certain other Shareholders owning less than 5% who shall (indirectly through a
foundation) participate in the Offeror, have irrevocably committed themselves to tender their Shares on
the same terms and conditions of the Offer as described in the Offer Memorandum, representing a total
of 81.0% of the Shares at the publication date of the Offer Memorandum.

Acceptance period
The acceptance period for the McGregor Shares begins on Monday February 27, 2006 and ends on
Wednesday March 22, 2006 at 15:00 hours Dutch time (“Acceptance Period”) subject to extension. If
the Acceptance Period is extended, a public announcement to that effect shall be made not later than
the third Euronext trading day following the initial end of the Acceptance Period, in accordance with
section 9o paragraph 5 of the Decree.

Acceptance
Shareholders who hold their McGregor Shares through institutions admitted to Euronext Amsterdam are
requested to make their acceptance known to Rabo Securities, Amstelplein 1, 1096 HA Amsterdam,
The Netherlands, via their bank or stockbroker no later than 15:00 hours Dutch time on March 22, 2006,
unless the Acceptance Period is extended.

Announcements
This announcement contains certain conditions regarding the Offer. Further announcements will be
issued by press release and will be published in at least Het Financieele Dagblad and the Daily Official
List (Officiële Prijscourant) of Euronext Amsterdam, as appropriate.


Financial update in light of the Offer
McGregor expects in line with earlier forecasts, sales for the financial year 2005/2006 to reach
approximately EUR 120 million, a sales growth of EUR 34 million compared to the prior year. The
Company expects a net profit for the financial year 2005/2006 between EUR 7.5 and EUR 7.8 million
(subject to audit), which in prior outlooks was forecasted at an increase by 20% to EUR 7.5 million
(financial year 2004/2005: EUR 6.2 million). This corresponds with earnings per share of EUR 1.82 or
more (financial year 2004/2005: EUR 1.51).
On Friday March 10, 2006 at 09.00 hours Dutch time, the pre-announcement of unaudited 2005/2006
financial figures will be issued. In light of the Offer, McGregor will issue an update on the pre-
announcement of unaudited 2005/2006 financial figures on Monday March 20, 2006 at 09.00 hours
Dutch time.

Declaring the Offer unconditional (gestand doen)
Toeca will determine within five Euronext trading days following the closing date of the Acceptance
Period, subject to extension of the Acceptance Period, whether the Offer will be declared unconditional
(gestandgedaan). The Offer shall be subject to the fulfilment of certain conditions. Toeca reserves the
right to waive such conditions, in the event that one or more of these conditions are not fulfilled.

Settlement
In the event that Toeca announces that the Offer is declared unconditional (gestandgedaan), the
Shareholders who have tendered and delivered their Shares for acceptance pursuant to the Offer will
receive the Consideration within five Euronext trading days following the date the Offer is declared
unconditional.

Offer Memorandum and other information
Shareholders are advised to carefully read the Offer Memorandum and if necessary to seek
independent advice so that a reasoned judgement can be made of the Offer and all that is discussed
and described in the Offer Memorandum. The Offer Memorandum, in which the complete restrictions
and conditions are described, is published in English. A Dutch summary is included. In case of
differences between the English text and the Dutch Summary, the English text will prevail.
The Offer Document is available free of charge at the offices of Rabo Securities and McGregor at the
addresses below as of 25 February 2006.

McGregor Fashion Group N.V.                             Rabo Securities
Hoofdstraat 23-25                                       Amstelplein 1
3971 KA Driebergen-Rijsenburg                           1096 HA Amsterdam
The Netherlands                                         The Netherlands

P.O. Box 260                                            P.O. Box 94640
3970 AG Driebergen-Rijsenburg                           1090 GP Amsterdam
The Netherlands                                         The Netherlands

Tel.:   +31 343 530 101                                 Tel.:   +31 20 462 4602
Fax:    +31 343 530 196                                 Fax:    +31 20 460 4949
E-mail: secretariaat@mcgregor.nl                        E-mail: prospectus@rabobank.com


Copies of annual reports of McGregor for the financial years 2002/2003, 2003/2004, 2004/2005 as well
as of the current articles of association of McGregor are available free of charge at the office of
McGregor at the address above. The Offer Memorandum is also available at the website of McGregor,
www.mcgregor.nl, and Euronext Amsterdam, www.euronext.com (for Dutch residents only).

Restrictions
The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any
Shareholders, in any jurisdiction in which the making or acceptance thereof would not be in compliance
with the securities or other laws or regulations of such jurisdiction or would require any registration,
approval or filing with any regulatory authority not expressly contemplated by the terms of this Offer
Memorandum. Persons obtaining the Offer Memorandum are required to take due note and observe all
such restrictions and obtain any necessary authorisations, approvals or consents. Neither Toeca, nor
McGregor, nor any of their advisers accepts any liability for any violation by any person of any such
restriction. Any person (including, without limitation, custodians, nominees and trustees) who would or
otherwise intends to forward this Offer Memorandum or any related document to any jurisdiction outside
The Netherlands should carefully read section 1 (Restrictions) of the Offer Memorandum before taking
any action.


This announcement is a public announcement as meant within section 9b, paragraph 1 of the Decree.


Driebergen-Rijsenburg, The Netherlands, February 24, 2006

Toeca Fashion Groep B.V.
McGregor Fashion Group N.V.

Profile of McGregor
McGregor Fashion Group, founded in 1993, is a European fashion house that focuses on the design,
purchasing, marketing, distribution and sales of brand name menswear, womenswear and
childrenswear at the upper end of the market. McGregor and Gaastra are the most important brands
within the group. The group furthermore includes the dress shirt brands Dimaggio, King, Elmior and
Royal Cotton. The brands of McGregor Fashion Group are sold throughout Europe through
approximately 3,000 independent multibrand shops as well as 132 Shop-in-the-Shops of department
stores. In addition, the brands are sold through its own retail network. Since the acquisition of Adam
Menswear B.V. in February 2005, McGregor controls 77 stores, of which 31 McGregor’s own stores and
4 factory outlets. The brand activities of McGregor and Gaastra are internationally focussed.

A Dutch version of this press release is also available. In case of differences between the English and
the Dutch text, the English text will prevail.


For further information:
McGregor Fashion Group
Drs. M.J.M. Witteveen, President of the Supervisory Board
Tel: +31 343 530 101
www.mcgregor-fashion.com

				
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