Setting of Offer Price
Experian Group Limited
09 October 2006
7 October 2006
Not for distribution, directly or indirectly, in or into the United States,
Canada, Australia and Japan
This announcement is not a prospectus but an advertisement. Investors should not
subscribe for any transferable securities referred to in this announcement
except on the basis of information in the prospectus, a copy of which is
available from Experian Group Limited's registered office.
Experian Group Limited
Result of the Global Offer of £800 million of Experian shares -
Offer Price set at 560 pence per ordinary share
Experian Group Limited (Experian), the global information solutions company, is
pleased to announce that its Global Offer has been completed successfully at a
price of 560 pence per share (the Offer Price).
Don Robert, Chief Executive Officer of Experian, said:
'We are delighted with the offer price for Experian's shares, valuing the
company at £5.7 billion. The success of the offer reflects Experian's global
leadership position and its excellent growth potential. We look forward with
confidence to the future as an independent company.'
Details of Global Offer
The Global Offer comprised a pre-emptive offer of new shares to existing GUS plc
shareholders (excluding certain overseas shareholders) on a pro rata basis (the
Existing Shareholder Offer) and a non pre-emptive offer to institutional and
certain other investors (the New Investor Offer).
GUS shareholders applied for a total of £275 million under the Existing
Shareholder Offer. Under the terms of the Global Offer, entitlements not taken
up under the Existing Shareholder Offer were added to the New Investor Offer. As
a consequence, the New Investor Offer was £525 million and the Global Offer
raised a total of £800 million before the payment of commissions, fees and
expenses of approximately £20 million. A shareholder holding 1,000 GUS shares,
who applied for their full existing shareholder offer entitlement, would receive
123 shares at the offer price.
The shares being issued in the Global Offer represent approximately 14% of
Experian's issued ordinary share capital following the Global Offer.
The total number of new Experian shares to be issued under the Global Offer is
approximately 143 million. Following the demerger from GUS and the Global Offer,
Experian will have a total of approximately 1,020 million ordinary shares in
issue, of which 15 million will be held in an ESOP trust.
Application has been made for, and the Global Offer is conditional upon, inter
alia, admission of the Global Offer shares to listing on the Official List of
the Financial Services Authority and to trading on the London Stock Exchange's
market for listed securities (together Admission) becoming effective by 8.00
a.m. on 11 October 2006 (or such later time or date as the Global Co-ordinators
and Experian may agree). Subject to these conditions being satisfied, the Global
Offer shares will be issued credited as fully paid and will rank pari passu in
all respects with Experian's other ordinary shares.
Conditional dealings in the Ordinary Shares are expected to commence at 8.00
a.m. on 9 October 2006.
It is expected that Admission will become effective and dealings in the Global
Offer shares, together with shares received by shareholders from the demerger
(together the Ordinary Shares), will commence no later than 8.00 a.m. on 11
October 2006.
Enquiries
Experian
Don Robert Chief Executive Officer 020 7495 0070
Paul Brooks Chief Financial Officer
Fay Dodds Director of Investor Relations
Finsbury
Rollo Head 020 7251 3801
James Wyatt-Tilby
This press release has been prepared by and is the sole responsibility of
Experian.
Defined terms in this announcement have, unless the context otherwise requires,
the same meaning given to them in the Prospectus.
Merrill Lynch International and UBS Investment Bank are acting as joint global
co-ordinators, joint bookrunners and joint sponsors to Experian and for no one
else in connection with the Global Offer and Admission and will not be
responsible to anyone other than Experian for providing the protections afforded
to respective clients of Merrill Lynch International or UBS Investment Bank nor
for providing advice in relation to the Global Offer or Admission, or the
contents of this announcement.
JPMorgan Cazenove is acting as the Joint Lead Manager for Experian and for no
one else in connection with the Global Offer and Admission and will not be
responsible to anyone other than GUS and Experian for providing the protections
afforded to customers of JPMorgan Cazenove nor for providing advice in relation
to the Global Offer or Admission, or the contents of this announcement.
In connection with the Global Offer, Merrill Lynch International as stabilising
manager, or any of its agents, may (but will be under no obligation to), to the
extent permitted by applicable law, effect transactions with a view to
supporting the market price of the Experian shares at a level higher than that
which might otherwise prevail in the open market. Merrill Lynch is not required
to enter into such transactions and such transactions may be effected on any
stock market, over the counter market or otherwise. Such stabilising measures,
if commenced, may be discontinued at any time and may only be undertaken during
the period from 7 October 2006 up to and including 6 November 2006. Except as
required by law or regulation, neither the stabilising manager nor any of its
agents intends to disclose the extent of any stabilising transactions under the
Global Offer.
This announcement is not an offer to sell or the solicitation of an offer to buy
or subscribe for securities in the United States, Canada, Japan or Australia or
any other jurisdiction in which such offer or solicitation is unlawful and
should not be relied upon in connection with any decision to acquire the Offer
Shares or any other Experian securities.
None of the securities mentioned herein are being registered, and there is no
intention to register the securities under the US Securities Act of 1933 as
amended. The securities mentioned herein may not be offered or sold in the
United States absent registration or an exemption from registration under the US
Securities Act of 1933, as amended, and the rules and regulations thereunder. No
public offering of securities is being made in the United States.
This document does not constitute an offer of securities to the public in the
United Kingdom. This announcement is directed only at (i) persons who have
professional experience in matters relating to investments and who fall within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the 'Order') or (ii) persons falling within Article 49(2)
(a) to (d) (high net worth companies, unincorporated associations, etc.) of the
Order or to whom it may otherwise lawfully be communicated (all such persons
together being referred to as 'relevant persons') or in circumstances in which
section 21 of the FSMA does not apply to the Company. Any person who is not a
relevant person must not act or rely on this communication or any of its
contents. In the United Kingdom, any investment or investment activity to which
this communication relates is available only to relevant persons and will be
engaged in only with relevant persons.
Certain statements made are forward-looking statements. Such statements are
based on current expectations and are subject to a number of risks and
uncertainties that could cause actual events or results to differ materially
from any expected future events or results referred to in these forward-looking
statements.
Information in this announcement or any of the documents relating to the Global
Offer can not be relied upon as a guide to future performance.
This information is provided by RNS
The company news service from the London Stock Exchange