Kesa Electricals - Proposed disposal of Comet

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Slaughter and May is advising Kesa Electricals plc ('Kesa'), a leading European electrical retailer, on the proposed sale of Comet Group plc, its subsidiaries and Triptych Insurance N.V. ('Comet') to entities advised by OpCapita LLP ('the Purchasers') for £2.

The sale, which was announced on 09 November 2011, is subject amongst other things to the approval of Kesa ordinary shareholders and receipt of appropriate clearances from the Pensions Regulator.

Kesa has also agreed to invest £50 million into Hailey 2 LP ('Holdco' the shareholder of the Purchasers). This investment will enable Kesa to participate in the equity proceeds of any subsequent sale (or other exit) of Comet by Holdco provided that the net proceeds received by Holdco exceed £70 million.

Kesa will retain the liability for the Comet Defined Benefit Pension Scheme.

OpCapita LLP is a private investment firm which focuses on operational change opportunities in the European retail and consumer sectors.

Corporate: Simon Robinson (partner), John Connell (associate), Amy Hutchings (associate), Giles Lawson (associate): Financing: Andrew McClean (partner), Divya Venugopal (associate); Tax: Graham Iversen (partner); Pensions and Employment: Eddie Codrington (partner), Edward Smith (associate)