Experian Group Limited
13 November 2006
13 November 2006
Experian
GUS plc £350,000,000 5.625% Notes due 2013
Noteholder Resolution
Experian the global information solutions business, announces that, following
discussions with certain holders of the GUS 2013 notes, it has today published
the form of an Extraordinary Resolution for consideration by noteholders.
In summary, the Extraordinary Resolution provides that:
(a) it is agreed that the recent demerger of Home Retail Group plc shall
not be deemed to be an event of default under the notes;
(b) if there is a change of control that is accompanied by a downgrade in the
notes' rating to non-investment grade, noteholders may either put their
notes at par, or continue holding them and receive a 2% step-up in the
coupon; and
(c) upon the passing of the Extraordinary Resolution, the Issuer will pay
noteholders a fee of 0.75% of the nominal amount of notes.
The Trust Deed provides that an Extraordinary Resolution may be passed by
written resolution of over 90% of bondholders by value (i.e. without the need
for convening a formal meeting of noteholders). GUS has received confirmation
from Cadwalader Wickersham & Taft (which is acting as legal adviser to an ad-hoc
committee of noteholders co-ordinated by Cairn Capital and another hedge fund)
that holders of 76% of the outstanding principal amount of the notes have
undertaken to vote in favour of the Extraordinary Resolution. Accordingly, the
form of the Extraordinary Resolution will shortly be sent by the clearing
systems to all noteholders, who will be invited to vote by return through the
clearing systems. If the 90% threshold is not achieved by 24 November 2006, GUS
will proceed to convene a meeting of noteholders, at which a 75% majority of
those voting will be sufficient to pass the Extraordinary Resolution.
Paul Brooks, Chief Financial Officer of Experian said 'We believe that this
resolution, if adopted, will represent a satisfactory outcome for all parties'.
Noteholders are advised to refer to the notice of the written resolution for the
full terms and conditions of the Extraordinary Resolution. Noteholders may
obtain copies of the resolution from the Principal Paying Agent,
HSBC Bank plc, Corporate Trust & Loan Agency, Level 24, 8 Canada Square, London
E14 5HQ
The Notice will also be available for inspection at the UK Listing Authority's
Document Viewing Facility which is situated at Financial Services Authority, 25
The North Colonnade, Canary Wharf, London E14 5HS.
Enquiries
Experian
Peter Blythe Director of Corporate Finance 020 7495 0070
Cairn Capital
Deniz Akgul 020 7259 4805
Cadwalader
Richard Nevins Partner 020 7170 8624
James Douglas Partner 020 7170 8646
Allen & Overy LLP (legal adviser to HSBC Trustee)
Morgan Krone Partner 020 7330 2410
Finsbury
Rollo Head 020 7251 3801
This information is provided by RNS
The company news service from the London Stock Exchange
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
Please note, this site uses cookies. Some of the cookies are essential for parts of the site to operate and have already been set. You may delete and block all cookies from this site, but if you do, parts of the site may not work. To find out more about the cookies used on Investegate and how you can manage them, see our Privacy and Cookie Policy
To continue using Investegate, please confirm that you are a private investor as well as agreeing to our Privacy and Cookie Policy & Terms.