Kirkel, 24 August 2006 - Praktiker Bau- und Heimwerkermärkte Holding AG plans to issue convertible bonds in an aggregate principal amount of Euro 150 million. The company is making use of the authorisation at the general meeting on June 27, 2006. The convertible bonds, which convey the right to subscribe for approximately 4.7 million underlying shares of Praktiker, will have a maturity of five years. The shareholders' pre-emptive rights are excluded. The coupon/yield to maturity is expected to be in a range of 2.25 and 2.75 per cent, the conversion premium between 35 and 40 per cent. The final conversion premium and coupon/yield to maturity will be determined at pricing.

Praktiker will use the proceeds from this issue to partially finance the acquisition of Max Bahr, which was signed on August 16, 2006 and is subject to clearance by the Federal Cartel Office.

The convertible bonds are being issued by a subsidiary of Praktiker and guaranteed by Praktiker. During the conversion period, investors will be able to convert into ordinary shares of Praktiker Bau- und Heimwerkermärkte Holding AG. The convertible bonds cannot be called by the issuer during the first three years, and thereafter only if the Praktiker share price exceeds the conversion price by more than 30 per cent for a certain period of time. The issuer will apply for the convertible bonds to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. Settlement and listing of the convertible bonds are planned for the end of September/beginning of October.

The convertible bonds will be offered solely to institutional investors outside the United States, Canada, Australia, Italy or Japan and will not be made to U.S., Canadian, Australian, Italian or Japanese persons. There will be no public offering of the convertible bonds. J.P. Morgan Securities Ltd., who advised on Praktiker’s IPO and the acquisition of Max Bahr, acts as sole bookrunner of the issue.

Disclaimer / important note

This press release is for information purposes only and is not an offer to sell, or the solicitation of an offer to buy, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the convertible bonds of the Issuer or the shares of Praktiker. The distribution of this press release and the offer and sale of the convertible bonds or the shares in certain jurisdictions may be restricted by law. Any persons reading this press release should inform themselves of and observe any such restrictions.
An Offering Circular will be prepared and made available for listing purposes only. The Offering Circular, when published, will be available on the website of the Luxembourg Stock Exchange. A prospectus in accordance with the Prospectus Directive will not be prepared.
This press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities referred to herein (including the convertible bonds, the shares of Praktiker Bau- und Heimwerkermärkte Holding AG and the guarantee of Praktiker Bau- und Heimwerkermärkte Holding AG) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to or for the account of benefit of U.S. persons, except in a transaction not subject to or pursuant to an applicable exemption from the registration requirements of the Securities Act. This press release and the information contained herein may not be distributed or sent into the United States of America and should not be distributed to U.S. persons or publications with a general circulation in the United States. No offering of the convertible bonds is being made in the United States.
This announcement is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments or to whom this announcement may otherwise be directed without contravention of Section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. This press release contains forward-looking statements based on assumptions and estimations by the Management Board of Praktiker Bau- und Heimwerkermärkte Holding AG. Even though the Management Board is of the opinion that those assumptions and estimations are realistic, the actual future development and results may deviate substantially from these forward-looking statements due to various factors, such as changes in the macro-economic situation, in the exchange rates, in the interest rates and in the industry. Praktiker Bau- und Heimwerkermärkte Holding AG gives no warranty and does not assume liability for any damages in case the future development and the projected results do not correspond with the forward-looking statements contained in this press release.