Demerger of ARG and Experian
GUS PLC
27 July 2006
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
27 July 2006
GUS plc
Demerger of ARG and Experian
GUS plc, the retail and business services group, announces that it has commenced
posting documents to its shareholders proposing the demerger and public listing
of its two remaining businesses, Argos Retail Group (ARG) and Experian.
Subject, inter alia, to shareholder approval, the demerger will result in GUS
shareholders receiving one share in each of ARG and Experian for every GUS share
they hold. Immediately following the demerger, it is expected that Experian will
issue further shares to raise new capital of approximately £800m.
The expected timetable to achieve this is as below:
Tuesday 29 August 2006 EGM to seek shareholder approval for the demerger
Thursday 14 September 2006 Approximate date of publication of ARG and
Experian prospectuses
Friday 6 October 2006* Suspension of listing of, and dealings in, GUS
shares at 4.30pm
Tuesday 10 October 2006 Demerger becomes effective
Wednesday 11 October 2006 Shares in ARG and Experian commence trading at
8am
* See notes to editors
Sir Victor Blank, Chairman of GUS, commented:
'Today's announcement sets out the timetable for the demerger of ARG and
Experian. We believe this demerger will create further value for our
shareholders by enabling them to invest directly in ARG and Experian, both of
which have clear strategies for growth.'
Enquiries
GUS
John Peace Group Chief Executive 020 7495 0070
David Tyler Group Finance Director
Fay Dodds Director of Investor Relations
Finsbury
Rupert Younger 020 7251 3801
Rollo Head
Notes to Editors
1. Under the proposals, GUS shareholders on the register at 4.30 p.m.
on Friday 6 October 2006 will receive one ARG share and one Experian share in
exchange for each GUS share they hold at that time. Holders of GUS ADRs will be
entitled to receive one Experian ADR and the net proceeds of sale of their pro
rata entitlement to ARG shares. The suspension of listing of and dealings in GUS
shares is expected to take place at 4.30 p.m. on Friday 6 October 2006.
2. Application will be made to the FSA for the ARG shares and the
Experian shares to be admitted to the Official List and will be made to the
London Stock Exchange for such shares to be admitted to trading on the London
Stock Exchange ('Admission'). Dealings in ARG and Experian shares are expected
to commence at 8.00 a.m. on Wednesday 11 October 2006.
3. Application will be made to the London Stock Exchange to permit
when issued dealings in ARG and Experian from 8.00am on 9 October until
Admission. If the demerger does not occur, all conditional dealings will be of
no effect and any such dealings will be at the sole risk of the parties
concerned.
4. The GUS Board currently expects the Experian Offer to raise
approximately £800m. The Experian Offer will comprise a pre-emptive offer to
existing GUS shareholders (excluding certain overseas shareholders, provided
that overseas institutional shareholders will be eligible to participate where
permitted) on a pro rata basis and a non pre-emptive offer of up to 5% of
Experian Group's share capital to institutional investors.
5. The demerger is conditional, inter alia, upon the approval of the
resolutions by a meeting of GUS shareholders convened by court order (the 'Court
Meeting') to be held at 10.30 a.m. (London Time) on Tuesday 29 August 2006 and
on GUS shareholder approval at an Extraordinary General Meeting ('EGM') to be
held at 10.45 a.m. (London Time) on Tuesday 29 August 2006 (together the
'Shareholder Meetings').
The information in this summary should be read in conjunction with the full text
of the attached announcement. This press release has been prepared by and is the
sole responsibility of GUS.
Copies of the circular have been submitted to the UK Listing Authority and will
shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at Financial Services Authority, 25 The
North Colonnade, London E14 5HS.
Merrill Lynch International and UBS Limited are acting as financial advisers to
GUS and as sponsors to Experian and ARG and for no-one else in connection with
the demerger and Admission and will not be responsible to anyone other than GUS,
Experian and ARG for providing the protections afforded to customers of Merrill
Lynch International and UBS Limited nor for providing advice in relation to the
demerger or Admission, or the contents of this announcement.
This announcement is not an offer of securities for sale in the United States or
in any other jurisdiction.
None of the securities mentioned herein are being registered under the US
Securities Act of 1933. Securities may not be offered or sold in the United
States absent registration or an exemption from registration. No public offering
of securities is being made in the United States.
The financial information concerning GUS, ARG and Experian contained in this
announcement does not amount to statutory accounts within the meaning of Section
240 of the Companies Act 1985.
Certain statements made in this announcement 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.
GUS plc
Demerger of ARG and Experian
Introduction
In May 2004, the GUS Board (the 'Board') announced that it would actively review
all strategic options over the following two years in order to create further
value for shareholders. As a result of that review, in December last year, GUS
completed the demerger of GUS' interests in Burberry to GUS shareholders, and
earlier this year the Board announced that it had decided to separate its two
remaining businesses, ARG and Experian. The Board considers that ARG and
Experian can achieve their greatest potential and value as independent
businesses and the separation of ARG and Experian is therefore the final stage
in the transformation of GUS.
The separation of the two businesses is expected to:
- enhance shareholder value;
- create two separate London listed companies offering discrete
investment propositions, each with clear market valuations;
- allow greater flexibility for ARG and Experian to manage their own
resources and pursue strategies appropriate to their markets, which have
different characteristics and opportunities;
- sharpen management focus, helping the two businesses maximise their
performance and make full use of their available resources;
- align management rewards more directly with business and stock market
performances, helping to attract, retain and motivate the best people; and
- provide a transparent capital structure and an efficient balance
sheet for each business.
Information on ARG and Experian
ARG is the UK's leading home and general merchandise retailer. It sells products
under two distinctive and complementary retail brands which are household names
in the UK:
- Argos - a unique retailer recognised for choice, value and
convenience and the UK's leading general merchandise retailer; and
- Homebase - the UK's second largest home improvement retailer
recognised for choice, style and customer service.
For the year ended 31 March 2006, ARG's total revenue was £5,548m and profit
before taxation was £278m. As at 31 March 2006, ARG had combined gross assets of
£5,427m and combined net assets of £2,775m.
Experian is a global leader in providing information solutions to business
clients and consumers. It helps organisations to find new customers and develop
and manage existing relationships by providing data, decision-making solutions
and processing services. It also helps consumers to understand, manage and
protect their personal information and to help them make more informed purchase
decisions.
For the year ended 31 March 2006, Experian's total revenue was US$3,084m and
profit before taxation was US$638m. As at 31 March 2006, Experian had combined
gross assets of US$7,644m and combined net assets of US$600m.
Further information on ARG and Experian is set out in a circular (the 'Circular'
or 'Shareholder Circular') being sent to GUS shareholders.
Expected timetable
The notices convening the Court Meeting to take place at 10.30 a.m. on Tuesday
29 August 2006 and the Extraordinary General Meeting to take place at 10.45 a.m.
on Tuesday 29 August 2006 are set out in the Shareholder Circular. At these
meetings, shareholder approval will be sought for the demerger and other related
proposals. If approved by shareholders, it is expected that the demerger will
become effective on Tuesday 10 October 2006 and the shares in ARG and Experian
will commence trading at 8.00 a.m. on Wednesday 11 October 2006.
The suspension of listing of, and dealings in, GUS shares is expected to take
place at 4.30 p.m. on Friday 6 October 2006.
Application will be made to the London Stock Exchange to permit when issued
dealings in ARG and Experian from 8.00 a.m. on Monday 9 October until Admission.
If the demerger does not occur, all conditional dealings will be of no effect
and any such dealings will be at the sole risk of the parties concerned.
In order to participate in the demerger, shareholders need to be on the register
at 4.30 p.m. on Friday 6 October 2006.
The demerger
For every one GUS share, GUS shareholders will receive one ARG share and one
Experian share, with GUS shares being cancelled. For every one GUS ADR, GUS ADR
holders will receive one Experian ADR and the right to receive the US dollar
proceeds (less fees, expenses and applicable withholding taxes, if any) of the
sale by the depositary of one ARG share.
It is proposed that the demerger will be implemented in several steps. First, a
new intermediate holding company will be inserted between GUS and the rest of
the GUS Group and there will be a preliminary reorganisation of the ARG business
in anticipation of the demerger. Second, pursuant to a scheme of arrangement
(the 'Scheme') and certain reductions of capital (the 'Reductions of Capital'),
Experian Group will become the new holding company of the GUS Group and the
separation of the ARG business and Experian business will be completed.
In addition, it is proposed that the capital of both ARG Holdings and Experian
Group are reduced in order to create distributable reserves in each of ARG
Holdings and Experian Group.
A detailed summary of the demerger and the steps needed to implement it are set
out in the Shareholder Circular.
A demerger agreement will be entered into between GUS, ARG Holdings and Experian
Group prior to the demerger. Further details are set out in the Circular.
Effect of the demerger
The demerger will create two new holding companies, ARG Holdings (which will be
the holding company for the ARG business) and Experian Group (which will be the
holding company for the Experian business). The ARG shares and Experian shares
are expected to be admitted to the Official List and to trading on the London
Stock Exchange's market for listed securities. GUS shares will cease to be
listed and GUS will become a subsidiary of Experian Group.
It will be necessary for ARG and Experian to incur additional costs in order to
operate as independent companies and the demerger of ARG will therefore have a
dilutive effect on GUS' earnings. However, the GUS Board considers that ARG and
Experian can achieve their greatest potential and value as independent
businesses.
Experian Offer
Immediately following the demerger, it is proposed that Experian Group will
issue further shares in Experian to raise new capital (the 'Experian Offer').
These further Experian shares will be listed at Admission.
The GUS Board currently expects the Experian Offer to raise approximately £800m.
The Experian Offer will comprise a pre-emptive offer to existing GUS
shareholders (excluding certain overseas shareholders, provided that overseas
institutional shareholders will be eligible to participate where permitted) on a
pro rata basis and a non pre-emptive offer of up to 5% of Experian Group's share
capital to institutional investors. The offer price and number of Experian
shares to be issued in the Experian Offer will be determined by GUS, Experian
Group, Merrill Lynch International and UBS Limited on the completion of the
bookbuild process.
Debt allocation
As at 31 March 2006, GUS had net debt of approximately £2.0bn. As part of the
proposals, ARG will be allocated net debt of approximately £200m (on a pro forma
basis) in addition to its substantial leasehold obligations, and the balance
will be retained by Experian. The proceeds of the Experian Offer will be applied
to repay part of the debt owed by Experian following the demerger.
Management and board continuity
Following the demerger, GUS will cease to be a listed company and each of
Experian Group and ARG Holdings will operate as separate listed companies. Each
of the businesses will continue to be led by its existing experienced management
teams. The new boards of the two companies upon Admission will be as follows:
ARG Holdings Experian Group
Chairman Oliver Stocken John Peace
Chief Executive Terry Duddy Don Robert
Finance Director Richard Ashton Paul Brooks
Non-Executive Directors John Coombe Sir Alan Rudge
Andy Hornby David Tyler
ARG Holdings and Experian Group intend to appoint further independent
Non-Executive Directors prior to or after Admission.
Following the demerger, Paul Loft will continue to be the Managing Director of
Homebase and Sara Weller will continue to be the Managing Director of Argos. In
addition, at Experian, Chris Callero will continue to be the Chief Executive of
the Americas and John Saunders will continue to be the Chief Executive of Global
Operations. These executives are key individuals of ARG and Experian
respectively.
Dividend policy
The final dividend of 21.9 pence per GUS share, approved at GUS' annual general
meeting on Wednesday 19 July 2006, will be paid on Friday 4 August 2006. The
planned demerger will not affect this dividend payment.
Future dividends from ARG Holdings and Experian Group will depend on the
circumstances at the time and the dividend policy of ARG Holdings and Experian
Group will be a matter for their respective boards following the demerger.
However, it is currently anticipated that Experian Group will have a dividend
cover of no less than three times and ARG Holdings will have a dividend cover of
no less than two times.
Experian Group will report its results in US dollars because the majority of
Experian's profit comes from the US. Experian Group will also announce its
dividends in US dollars. However, unless shareholders elect otherwise, their
dividends will continue to be paid in pounds sterling. The amount of dividends
received will be calculated on the basis of an exchange rate from US dollars to
pounds sterling at the time the dividend is announced.
Residence of Experian Group and the Income Access Share Arrangements
Experian is a global business, with the majority of its revenues being generated
outside the UK. In formulating the proposals, the GUS Board has looked for the
most appropriate structure for Experian's future international growth and has
decided that Experian's corporate headquarters should be in Dublin. Experian's
holding company will be incorporated in Jersey and will be tax resident in the
Republic of Ireland.
In order to preserve the current tax treatment of dividends paid to GUS
shareholders in the UK, income access share arrangements (the 'Income Access
Share Arrangements'') will be put in place after completion of the Scheme. The
purpose of the Income Access Share Arrangements is to enable Experian
shareholders to elect to receive dividends from a UK source so that the demerger
does not make any difference to the tax treatment of dividends for shareholders
resident in the UK who make, or are deemed to make, such an election.
All shareholders in Experian Group will be able to elect to receive their
dividends from Experian pursuant to these arrangements and all existing GUS
shareholders who hold less than 50,000 Experian shares following the demerger
will be deemed to have elected to receive their dividends from Experian Group
via these arrangements unless they elect in writing to Experian Group that they
do not wish to do so.
The Income Access Share Arrangements may be suspended or terminated at any time
and for any reason by Experian Group, without financial recompense, for example,
as a result of changes in relevant tax law. Furthermore, if it were not possible
to pay shareholders all of their dividends from UK-sourced income, then the
shortfall would be made up out of dividends on Experian shares which are
Irish-sourced (which could result in Irish withholding tax).
The Experian Group articles of association will contain a number of important
differences from the existing GUS articles of association to reflect, inter
alia, both Jersey law and the Income Access Share Arrangements.
Further details on the above arrangements are described in the Shareholder
Circular.
Experian will be subject to the Takeover Code and will report on compliance with
the Combined Code.
It is expected that Experian will be eligible for inclusion in the FTSE, MSCI
and Dow Jones indices as a UK participant.
Shareholder approval
The demerger requires the approval of GUS shareholders pursuant to the Listing
Rules due to the size of the transaction and also needs to be approved by GUS
shareholders to satisfy certain legal requirements.
The demerger is conditional, inter alia, on the approval of the resolutions by a
meeting of GUS shareholders at the Court Meeting and the Extraordinary General
Meeting.
The demerger can only be implemented if it receives sufficient support from GUS
shareholders at the Shareholder Meetings.
If the demerger is approved by GUS shareholders at the Court Meeting and the
Extraordinary General Meeting on Tuesday 29 August 2006, prospectuses will be
published by each of ARG Holdings and Experian Group on or about Thursday 14
September 2006 in connection with each business' application for admission to
the Official List and to trading on the London Stock Exchange. The Experian
prospectus will also contain details of how GUS shareholders can participate in
the Experian Offer.
Court Meeting
At the Court Meeting, GUS shareholders will be asked to approve a scheme of
arrangement. The statutory majority required to approve the Scheme at the Court
Meeting is a majority in number of those GUS shareholders who are present and
vote in person or by proxy, and who represent 75% or more in value of the GUS
shares held by them.
The Scheme will, inter alia, insert Experian Group as a new holding company
between GUS and GUS shareholders. As part of the Scheme, ARG Holdings and
certain other members of ARG and Experian will also agree to implement certain
other steps of the demerger which are described in more detail in the
Shareholder Circular.
Extraordinary General Meeting
At the Extraordinary General Meeting, GUS shareholders will be asked to approve:
(i) a special resolution approving the insertion of Experian
Group as the new holding company of GUS and to assist this by making certain
changes to the share capital of GUS, authorising the allotment of shares
pursuant to the Scheme and making amendments to the GUS articles of association;
(ii) a special resolution approving the terms of the demerger; and
(iii) ordinary resolutions approving the ARG employee share plans
and the Experian employee share plans.
The majority required for the passing of each of the special resolutions is 75%
or more in value of the votes cast. A simple majority is required for the
passing of each of the ordinary resolutions. On a show of hands each GUS
shareholder present in person will have one vote and on a poll each GUS
shareholder present in person or by proxy will have one vote for each GUS share
held.
In addition, the Scheme and the Reductions of Capital need to be sanctioned by
the relevant court at separate court hearings.
Action to be taken in respect of the Shareholder Meetings
A detailed description of the demerger is set out in the Shareholder Circular
and the approval of GUS shareholders will be sought to effect the steps to
enable the demerger to happen. The demerger can only be implemented if it
receives sufficient support from GUS shareholders at the two shareholder
meetings. If the demerger is implemented, all GUS shareholders will be bound by
it.
Shareholders who hold 800 or fewer GUS shares
UK resident GUS shareholders who hold 800 or fewer GUS shares will be offered a
free share sale arrangement through Lloyds TSB Registrars in respect of both the
ARG shares and the Experian shares they receive pursuant to the demerger.
Such smaller shareholders may:
(i) retain their holdings of ARG shares and Experian shares
resulting from the demerger;
(ii) sell their entire holding of ARG shares and/or their entire
holding of Experian shares resulting from the demerger and receive the cash
realised through such sale; or
(iii) donate their entire holding of ARG shares and/or their entire
holding of Experian shares resulting from the demerger to a GUS nominated
registered charity.
Further details regarding this arrangement including the forms for using it will
be sent to shareholders with the Experian prospectus.
A guide to the general tax consequences of each of these elections for GUS
shareholders who are ordinarily resident in the UK is set out in the Shareholder
Circular.
As a result of US federal securities laws, GUS shareholders and GUS ADR holders
in the United States will not be permitted to use this share sale arrangement.
This information is provided by RNS
The company news service from the London Stock Exchange