Bénédicta acquired by AXA Private Equity Through A Leverage Buy-out. Paris, July 4, 2005

AXA Private Equity, along with the management team led by Olivier Marchand, signed today a Sale and Purchase Agreement with Barclays Private Equity and ABN AMRO Capital France for the acquisition of 100% of Bénédicta’s share capital. With anticipated sales of nearly €100 million for 2005, Bénédicta enjoys very strong market positions within the cold sauces segment: the company is n°1 in specialty sauces and n°2 in mayonnaise sauces in France.
Barclays Private Equity acquired Bénédicta in 2000 with the support of the management team through a first LBO operation when it was a division of the Unilever Group. Since then, Bénédicta has demonstrated a great capacity to innovate, both in traditional products (with new packaging and new recipes) and new product ranges (notably with the success of « Oh Ouizz! »). Consequently, Bénédicta has successfully won its gamble and moved up from n°3 to n°2 position in the mayonnaise market in France. In order to achieve this, nearly €7 million have been invested between 2001 and 2004 in the production plant located in Seclin (59).
Moreover, since the 1st of July 2005, Bénédicta has capitalised on the reputation of its sales force and know-how to become the exclusive distributor of the Italian Carapelli products, the latter company being well known for its range of olive oils.

AXA Private Equity, via its AXA LBO Fund III fund, together with the Bénédicta management team will hold 100% of the acquisition Holding. Fortis Banque France and Capzanine will arrange the financing for the operation.

Quoting Bruno Ladrière, Director at AXA Private Equity: “we are very pleased to have achieved this acquisition, as Bénédicta has a strong potential for development and growth. The company currently realises close to 85% of its sales turnover on Bénédicta branded products against only 60% five years ago. We fully agree on the development strategy set out by the management, aimed at continuing the innovation policy, capitalising further on the brand by extending its application to other product ranges and to developing exports. We also intend to support the company on future acquisition projects which would create value”.
The closing of this transaction remains subject to the authorisation of the French antitrust Authorities (DGCCRF).

About Barclays Private Equity:

Barclays Private Equity is a leading European investment firm specialising in private equity deals, in particular MBOs. With more than 300 completed deals in Europe and around 80 in France, the team has 11 members dedicated to operations in Frenchspeaking
countries. In France, Barclays Private Equity has accumulated strong
experience in the food industry (Saveur, Bénédicta), catering (Courtepaille, La Croissanterie), health (Gibaud, Saime, Medi Partenaires), consumer products (Eau Ecarlate, Interflora, SP Métal), construction (Spie Batignolles, MI SA – Maisons Phénix, Frans Bonhomme), and engineering (Fives-Lille).
For further information on Barclays Private Equity: www.barclays-private-equity.fr

About ABN AMRO Capital:

ABN AMRO Capital is the global private equity arm of ABN AMRO, with teams operating in 10 countries worldwide including the Netherlands, UK, France, Spain, Italy Sweden and Australia. ABN AMRO Capital specialises in mid-market buy-outs, Small Cap Buyout and publicto-private deals.
Total funds under management (as at end March 2005) by ABN AMRO Capital are € 2 billion, of which € 140 million of capital is provided by international investors in ABN AMRO Capital managed funds in the UK and France.
In 2004, ABN AMRO Capital completed 13 buy-outs with an aggregate deal value of € 2.8 billion (and an aggregate ABN AMRO Capital Equity investment of € 431 million, as well as 12 exits with total proceeds of approximately € 730 million.
During the last twelve months, ABN AMRO Capital’s French team has invested in four buy-outs: Score (Food and Management Services), Salins (Salt producer), Texa (Expertise services) and Doucet (Cleaning products). The team focuses on buy-out deals with a value of € 30 – 500 million, holding either majority or minority stakes for four to six years.
For further information on ABN AMRO Capital: www.abnamrocapital.fr

Press Contacts

AXA Private Equity:
+33 (0)144 45 92 20

Bénédicta:
Olivier Marchand: +33 (0)141 96 70 34

Barclays Private Equity:
Stéphanie Tabouis / Valérie Dudoit: +33 (0)144 43 78 99

ABN AMRO Capital France:
Patrice Verrier / Anne-Lise Bapst: +33 (0)153 93 69 16 / +33 (0)156 21 96 01

List of Participants and Advisors on the Bénédicta Transaction

1. Buyer

AXA Private Equity: Bruno Ladrière, Thibault Basquin

AXA Private Equity Advisors:

• Legal Advisors: Linklaters
  1. Corporate: Michel Frieh, Stéphanie Bianco, Julien Wagmann
  2. Financing: Maud Manon
  3. Tax: Edouard Chapellier
  4. Competition and anti-trust: Anne Wachsmann, Jean-Nicolas Maillard
• Due-diligence:
  1. Market: Advention BP (Alban Neveux, Julien Berger)
  2. Financial: E&Y TAS (Sami Rahal, Matthew Jiggins, Sébastien
  Blanche)
  3. Environment: URS (Bertrand Latrobe, Nicolas Pycke)
  4. Insurance: Gras Savoye (Carole Ramella)

2. Sellers

Barclays Private Equity: Gonzague de Blignières, Arnaud Thomas

ABN Amro Capital France: Patrice Verrier

Advisors to the Sellers:

• Legal Advisors: SJ Berwin (Christophe Digoy, Caroline Chabrerie)
• Financial Vendor Due-Diligence: Constantin & Associé (Cécile Remy)

3. Financing

• Senior Debt Financing: Fortis Banque France (Pauline Godillot, Henri de Rochebrune)
• Senior Debt Financing Advisor: Gide Loyrette Nouel (Eric Cartier-Millon, Toufic Abi-Fadel)
• Mezzanine Financing: Capzanine (Christophe Karvelis, Julie Masson)
• Mezzanine Financing Advisor: Cabinet Intuity (Pierre Jouglard, Karine Violeau)

4. Management

Management Advisor: HPML (Vincent Libaud)