Dividend plan to halt takeover

Country Casuals: Retailer sets out strategy in battle with fomrer chairman

Country Casuals, the women's fashion retailer, yesterday proposed a 26 per cent increase in its final dividend as a large plank in its defence against a takeover bid from its former chairman and chief executive, John Shannon.

The company, unable to give a profits forecast ahead of its busy autumn and winter season, said that Mr Shannon's "paltry'' 140p-a-share offer does not reflect the value of the company. The offer "might have been appropriate ... when Mr Shannon abruptly left in September 1994, but it does not take into account the progress that has been made since", it said.

The company said the main core Country Casuals business has an implied value of 186p a share, without attributing any value to the two main subisidiaries - Elvi, the large woman's retailer, and Lerose, the manufacturing business.

Mark Bunce, the company's chief executive, said that Mr Shannon "is attacking us before we have even had a full management year. He is hitting us when we have gone through the group's weak first half."

The company hit out at the state it was left in when Mr Shannon walked out on it last year. It said that his deal-oriented approach after the company went public led to the business being weakened and overstretched, and led to a lack of focus.

The company said it had taken decisive action since Mr Shannon's departure to stem the losses in the troublesome subsidiaries and invest in the core business. Tom Adam, the chairman, predicted that shareholders would get a better idea of the progress being made when the Christmas trading performance is announced next January.

The company, having now put out its defence document, will be casting around for the support of its major shareholders. It has already lost the backing of Phillips and Drew Fund Management in respect of 12 per cent of its holding, and obviously Mr Shannon, who holds nearly 20 per cent.

Mr Shannon's financing for the deal is conditional on him getting 75 per cent shareholder support, according to financing documents.