Tender Offer

PR 70/10

7.30am, 15 July 2010

THESE MATERIALS DO NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE NOTES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT").

THE NOTES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (See "Invitation Restrictions" below).

DSG international plc Debt tender offer and intention to issue New Notes

DSG international plc (the "Company" or "DSGi"), one of Europe's leading specialist electrical retailers, announces today an invitation to holders of its outstanding £300,000,000 6.125 per cent. Guaranteed Bonds due 2012 (the "Existing Bonds"), to tender their Existing Bonds for repurchase by the Company (the "Invitation") at a price of £1,015 per £1,000 principal amount of the Existing Bonds (the "Repurchase Price") plus Accrued Interest.

The Invitation is made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 15 July 2010 (the "Tender Offer Memorandum") including the offer and distribution restrictions contained therein and this announcement should be read in conjunction with the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

Intention to issue New Notes

The Company also announces today its intention to issue up to £150,000,000 new sterling-denominated fixed rate guaranteed notes of the Company with expected maturity in 2015 (the "New Notes"), subject to market conditions, to institutional investors.

Rationale for the Invitation

The purpose of the Invitation and the issue of the New Notes is to extend the Company's debt maturity profile and to enable the Company's £360 million revolving credit facility to be extended from August 2012 to August 2013.

Whether the Company will accept for repurchase any Existing Bonds validly tendered in the Invitation is subject, at the option of the Company, to the successful completion (in the determination of the Company) of the issue of the New Notes, on terms satisfactory to the Company (in its sole discretion), in order to enable it to finance, in whole or in part, the aggregate Repurchase Price for the Existing Bonds validly tendered in the Invitation.

Pro-Ration

The Company proposes to accept up to the Maximum Acceptance Amount of Existing Bonds for repurchase pursuant to the Invitation. If the aggregate principal amount of Existing Bonds validly tendered for repurchase pursuant to the Invitation is greater than the Maximum Acceptance Amount, the Company intends to accept such validly tendered Existing Bonds on a pro rata basis such that the aggregate principal amount of such Existing Bonds accepted for repurchase is no greater than the Maximum Acceptance Amount

Priority Allocation for the New Notes

Bondholders can request priority in the allocation of the New Notes by quoting a unique reference number (the "Allocation Identifier Code"), which can be obtained from any of the Dealer Managers, in that Bondholder's Tender Instruction. Such priority will be given for an amount of the New Notes up to an aggregate principal amount of the Existing Bonds tendered by that Bondholder and accepted for repurchase pursuant to the Invitation by the Company.

The receipt of an Allocation Identifier Code in conjunction with any tender of Existing Bonds in the Invitation is not an application for the purchase of New Notes. In order to apply for the purchase of New Notes from the Company such Bondholder must make a separate application to any of the Joint Bookrunners for the New Notes, for the purchase of such New Notes.

Indicative Timetable

In order to be eligible to receive the Repurchase Price, Bondholders must validly offer their Existing Bonds by 4.00 p.m. (London time) on 22 July 2010, by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline. The deadlines set by any intermediary or clearing system may be earlier than the deadline specified above.

Subject to applicable law and as provided in the Tender Offer Memorandum, the Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Invitation at any time.

The anticipated transaction timetable is summarised below:

The Company

Information on DSG international plc is available at http://www.dsgiplc.com

Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, HSBC Bank plc and The Royal Bank of Scotland plc are acting as Dealer Managers for the Invitation and Bookrunners for the offering of the New Notes. Lucid Issuer Services Limited is acting as Tender Agent. For detailed terms of the Invitation please refer to the Tender Offer Memorandum which (subject to distribution restrictions) can be obtained from the Dealer Managers and the Tender Agent referred to below:

Dealer Manager Contacts:

Disclaimer

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with the respect to the Invitation. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including as to any tax consequences, from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Existing Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Existing Bonds in the Invitation. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation whether Bondholders should tender Existing Bonds in the Invitation.

No action has been taken or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities and the minimum denomination of the New Notes will be £50,000.

Invitation Restrictions

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.

Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Company and the Dealer Managers to inform themselves about and to observe any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Existing Bonds, and tenders of Existing Bonds in the Invitation will not be accepted from Bondholders in any circumstances in which such invitation or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Invitation to be made by a licensed broker or dealer and either Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in such jurisdictions, the Invitation shall be deemed to be made by such Dealer Manager or affiliate (as the case may be) on behalf of the Company in such jurisdictions.

United States. The Invitation is not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Existing Bonds may not be tendered in the Invitation by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, this announcement and copies of the Tender Offer Memorandum and any other documents or materials relating to the Invitation are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States. Any purported tender of Existing Bonds in the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Existing Bonds made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted.

Each holder of Existing Bonds participating in the Invitation will represent that it is not located in the United States and is not participating in the Invitation from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Invitation from the United States. For the purposes of this paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy. The Invitation is not being made, directly or indirectly, in the Republic of Italy. The Invitation and the Tender Offer Memorandum have not been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Bondholders are notified that, to the extent Bondholders are located or resident in Italy, the Invitation is not available to them and neither the Tender Offer Memorandum nor any other documents or materials relating to the Invitation or the Existing Bonds may be distributed or made available in Italy as part of a public purchase or exchange offer (offerta pubblica di acquisto o di scambio) as defined in Article 1, paragraph 1(v) of Italian Legislative Decree No. 58 of 24 February 1998, as amended) from which no applicable exemption is available.

United Kingdom. The communication of the Tender Offer Memorandum and any other documents or materials relating to the Invitation, including this announcement, is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or within Article 43 of the Financial Promotion Order or to other persons to whom it may otherwise lawfully be communicated in accordance with the Financial Promotion Order.

Belgium. Neither the Tender Offer Memorandum nor any other documents or materials relating to the Invitation including this announcement have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Invitation may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, the "Belgian Public Offer Law"), each as amended or replaced from time to time. Accordingly, the Invitation may not be advertised and the Invitation will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Invitation (including any memorandum, information circular, brochure or any similar document) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Invitation. Accordingly, the information contained in the Tender Offer Memorandum and this announcement may not be used for any other purpose or disclosed to any other person in Belgium.

France. The Invitation is not being made, directly or indirectly, to the public in the Republic of France. Neither the Tender Offer Memorandum nor any other document or material relating to the Invitation including this announcement has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Invitation. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.