Experian Global Offer
GUS PLC
14 September 2006
14 September 2006
Not for distribution, directly or indirectly, in or into the United States,
Canada, Australia or Japan
GUS plc
Demerger of Home Retail Group and Experian:
Global Offer of £800 million of new Experian shares
at a price between 475p and 610p per ordinary share
GUS plc, the retail and business services group, announces its intention to
publish Prospectuses for Home Retail Group plc (formerly ARG Holdings (UK) plc)
and Experian Group Limited (Experian) later today. The Experian Prospectus and
other documents relating to the Global Offer in Experian are expected to be
posted to shareholders today.
Global Offer
Experian intends to raise £800 million through the Global Offer, before
commissions, fees and expenses, which comprises an Existing Shareholder Offer of
approximately £600 million and a New Investor Offer of approximately £200
million.
Existing Shareholder Offer
In addition to the Experian shares to which they will be entitled through the
demerger of GUS into Home Retail Group and Experian, existing shareholders in
GUS who were on the register at close of business on 11 September 2006 (the
'Offer Record Time') ('Qualifying Shareholders') are being invited to subscribe
for approximately £600 million by value of new shares in Experian in the
Existing Shareholder Offer on a pro rata basis. Arrangements have been made for
any entitlements not taken up under the Existing Shareholder Offer to be offered
to institutional and certain other investors as part of the New Investor Offer
described below.
The Experian Prospectus and Existing Shareholder Offer Application Form are
expected to be posted today to Qualifying Shareholders other than Excluded
Holders.
New Investor Offer
Under the New Investor Offer, new Experian shares are expected to be made
available to institutional and certain other investors in the UK and elsewhere.
Existing institutional investors in GUS will be entitled to participate in the
New Investor Offer as well as the Existing Shareholder Offer.
Indicative Offer Price Range
Shares subscribed for under the Global Offer will be issued at the Offer Price
expected to be determined and announced on Friday, 6 October 2006 or shortly
thereafter. The Offer Price is currently expected to be within the Indicative
Offer Price Range, which has been set at between 475p and 610p per Ordinary
Experian Share.
Small Shareholder Sale Facility
GUS shareholders who hold fewer than 800 shares at 4.30 p.m. on Friday, 6
October 2006, will be given the opportunity to sell all their Experian and/or
Home Retail Group shares resulting from the demerger, free of charge. Any
Experian shares elected to be sold through this mechanism will be aggregated and
sold alongside the New Investor Offer. Any Home Retail Group shares elected to
be sold will be aggregated and sold in the market as soon as practicable
following Admission.
Prospectuses
Copies of the Prospectuses of Home Retail Group and Experian will be sent to the
Financial Services Authority and will shortly thereafter be available for
inspection at the Financial Services Authority's Document Viewing Facility,
which is situated at Financial Services Authority, 25 The North Colonnade,
London E14 5HS.
Timetable
The expected timetable is as below:
3.00 p.m. Thursday 5 October 2006 Last date for receipt of completed
applicationforms under the Existing
Shareholder Offer
4.30 p.m. Friday 6 October 2006* Suspension of listing of, and dealings in,
GUS shares
8.00 a.m. Monday 9 October 2006* When issued dealings commence in Home
Retail Group and Experian shares
Tuesday 10 October 2006 Demerger becomes effective
8.00 a.m Wednesday 11 October 2006 Admission and trading in shares in Home
Retail Group and Experian commence
* See notes to editors
A detailed timetable is included later in this announcement
Enquiries
GUS
David Tyler Group Finance Director 020 7495 0070
Fay Dodds Director of Investor Relations
Finsbury
Rupert Younger 020 7251 3801
Rollo Head
Summary of the terms of the Existing Shareholder Offer
Principal terms
The Existing Shareholder Offer comprises an offer to subscribe for ordinary
shares in the capital of Experian Group Limited (the 'Company').
The exact number of New Ordinary Shares to be issued and the Offer Price will be
determined towards the end of the offer period and are expected to be announced
on 6 October 2006.
Subject to the terms and conditions set out below and, where relevant, in the
Experian Prospectus and the Existing Shareholder Offer Application Form,
Qualifying Shareholders (other than Excluded Holders) will be given the
opportunity to acquire New Ordinary Shares under the Existing Shareholder Offer
at the Offer Price payable in full in cash on application and free of all
expenses on the following basis:
One Existing Shareholder Offer Entitlement (representing a notional 69 pence)
for every GUS Share held by Qualifying Shareholders and registered in their
names at the Offer Record Time and so in proportion for any greater number of
GUS Shares then held.
Holders of GUS ADRs may not participate in the Existing Shareholder Offer.
Each Existing Shareholder Offer Entitlement represents the right to apply 69
pence to subscribe for New Ordinary Shares under the Existing Shareholder Offer
and is calculated based on the aggregate gross proceeds intended to be raised
from the issue of the New Ordinary Shares in the Existing Shareholder Offer part
of the Global Offer (being approximately £600 million) and dividing it by the
number of GUS Shares in issue as at the Offer Record Time, excluding shares held
in treasury by GUS, and then rounded up to the nearest penny. This notional
pence value is calculated in order to determine the maximum amount a Qualifying
Shareholder may invest and should not be confused with the Offer Price for the
New Ordinary Shares.
Existing Shareholder Offer Entitlements not taken up by Qualifying Shareholders
will not be offered to other Qualifying Shareholders and the related New
Ordinary Shares may be offered by the Company in the New Investor Offer.
Qualifying Shareholders (other than Excluded Holders) are invited to apply to
subscribe for New Ordinary Shares under the Existing Shareholder Offer at the
Offer Price. As the Offer Price will not be determined until 6 October 2006,
Qualifying Shareholders (other than Excluded Holders) who wish to apply under
the Existing Shareholder Offer are invited to specify a number of Existing
Shareholder Offer Entitlements to be applied in subscribing for New Ordinary
Shares up to the maximum number of Existing Shareholder Offer Entitlements
allocated to each Qualifying Shareholder. The maximum number of Existing
Shareholder Offer Entitlements allocated to each Qualifying Shareholder is
dependent upon the number of GUS Shares registered in his/her name at the Offer
Record Time and, in the case of Qualifying non-CREST Shareholders, is equal to
the number of Existing Shareholder Offer Entitlements as shown in their Existing
Shareholder Offer Application Form or, in the case of Qualifying CREST
Shareholders, is equal to the number of Existing Shareholder Offer Entitlements
standing to the credit of their stock account in CREST. If the number of
Existing Shareholder Offer Entitlements applied by a Qualifying Shareholder in
subscribing for New Ordinary Shares exceeds his/her maximum number of Existing
Shareholder Offer Entitlements, that Qualifying Shareholder will be deemed to
have applied for such number of New Ordinary Shares as he/she is entitled to
apply for on the basis of his/her maximum Existing Shareholder Offer
Entitlements. Only one Existing Shareholder Application Form may be submitted
per person.
A Qualifying Shareholder who applies under the Existing Shareholder Offer will
not be able to specify a fixed number of New Ordinary Shares which he/she wishes
to subscribe for and, if his/her application is accepted, he/she will acquire
New Ordinary Shares at the Offer Price as determined according to the
description set out below.
The New Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the 'US Securities Act') or qualified for
sale under the laws of any state of the United States. The New Ordinary Shares
may not be offered or sold in the United States except in transactions exempt
from or not subject to the registration requirements of the US Securities Act.
The pound sterling amount in respect of which an application is validly made and
accepted under the Existing Shareholder Offer (subject to the terms and
conditions set out in Part XII: 'Terms and Conditions of the Existing
Shareholder Offer' of the Experian Prospectus and, where relevant, the Existing
Shareholder Offer Application Form) will be applied in subscribing for at the
Offer Price the maximum whole number of New Ordinary Shares that can be
subscribed for with such amount. Fractions of New Ordinary Shares will not be
issued to Qualifying Shareholders. The Company will return by cheque by 12
October 2006 to a Qualifying Shareholder (at the risk of the Qualifying
Shareholder) the amount by which his/her remittance exceeds the amount payable
for the New Ordinary Shares to be subscribed for by him/her without interest,
save that individual amounts of £5.00 or less will not be so paid but will be
donated to charity.
The maximum number of New Ordinary Shares issued in the Existing Shareholder
Offer will be such number as have an aggregate value of approximately £600
million at the Offer Price.
The Offer Price and the number of New Ordinary Shares to be issued pursuant to
the Existing Shareholder Offer shall be published by the Company on or as soon
as practicable after 6 October 2006 by means of an announcement to a Regulatory
Information Service.
Holdings of GUS Shares in certificated and uncertificated form will be treated
as separate holdings for the purpose of calculating Existing Shareholder Offer
Entitlements, as will holdings under different designations and in different
accounts and, where relevant, separate Existing Shareholder Offer Application
Forms will be issued in respect of such shareholdings.
GUS Shareholders should note that the Existing Shareholder Offer is not a
'rights issue'. Invitations to apply under the Existing Shareholder Offer and
Existing Shareholder Offer Entitlements are not transferable unless to satisfy
bona fide market claims. Qualifying CREST Shareholders should note that although
the Existing Shareholder Offer Entitlements will be admitted to CREST and be
enabled for settlement, applications in respect of entitlements under the
Existing Shareholder Offer may only be made by the Qualifying CREST Shareholder
originally entitled or by a person entitled by virtue of a bona fide market
claim raised by CRESTCo's Claims Processing Unit. Qualifying non-CREST
Shareholders should note that the Existing Shareholder Offer Application Form is
not a document of title and cannot be traded. GUS Shareholders should be aware
that under the Existing Shareholder Offer, unlike in the case of a rights issue,
any New Ordinary Shares not validly taken up in accordance with the procedure
laid down for acceptance and payment will not be sold in the market or placed on
their behalf. Qualifying Shareholders who do not take up any of their
entitlement to the New Ordinary Shares will have no rights under the Existing
Shareholder Offer.
Applications are being made to the FSA for admission of the Ordinary Shares to
the Official List of the FSA and to the London Stock Exchange for admission of
the Ordinary Shares to trading on its main market for listed securities. Subject
to the Existing Shareholder Offer becoming unconditional in all respects, it is
expected that Admission of the Ordinary Shares will become effective and that
dealings in the Ordinary Shares, fully paid, will commence by no later than 8.00
a.m. on 11 October 2006. Upon Admission, an announcement will be made by the
Company to a Regulatory Information Service in respect of the results of the
Existing Shareholder Offer.
Applications are being made for the Ordinary Shares to be admitted to CREST.
CRESTCo requires the Company to confirm to it that certain conditions imposed by
the CREST Rules are satisfied before CRESTCo will admit any security to CREST.
It is expected that these conditions will be satisfied in respect of the
Ordinary Shares on admission of the Ordinary Shares to the Official List. As
soon as practicable after satisfaction of the conditions, the Company will
confirm this to CRESTCo.
No temporary documents of title will be issued. Definitive certificates in
respect of New Ordinary Shares are expected to be posted to Qualifying non-CREST
Shareholders by no later than 20 October 2006. New Ordinary Shares are expected
to be credited to the CREST stock accounts of Qualifying CREST Shareholders by
no later than 8.00 a.m. on 11 October 2006. Qualifying non-CREST Shareholders
who have received an Existing Shareholder Offer Application Form in respect of
their Existing Shareholder Offer Entitlements pursuant to the Existing
Shareholder Offer should refer to paragraph 2.1 of Part XII: 'Terms and
Conditions of the Existing Shareholder Offer' of the Experian Prospectus.
Qualifying CREST Shareholders who hold Existing Shareholder Offer Entitlements
in uncertificated form pursuant to the Existing Shareholder Offer should refer
to paragraph 2.2 of Part XII: 'Terms and Conditions of the Existing Shareholder
Offer' of the Experian Prospectus.
All documents and cheques posted to or by Qualifying Shareholders (or their
agents) will be posted at the risk of the Qualifying Shareholder (or their
agents).
Any Qualifying Shareholder who has sold or transferred all or part of his/her
registered holding(s) of GUS Shares prior to the close of business on 13
September 2006 is advised to consult his/her stockbroker, bank or other agent
through whom the sale or transfer was effected or another professional adviser
authorised under the Financial Services and Markets Act 2000 ('FSMA') as soon as
possible, since the Existing Shareholder Offer Entitlements and the invitation
to acquire New Ordinary Shares under the Existing Shareholder Offer may be a
benefit which may be claimed from him/her by the purchaser(s) or transferee(s)
under the rules and regulations of the London Stock Exchange.
The latest time and date for acceptance and payment in full in cleared funds
under the Existing Shareholder Offer is 3.00 p.m. on 5 October 2006. Qualifying
non-CREST Shareholders are advised to post their Existing Shareholder Offer
Application Forms and accompanying cheques by first class post in the United
Kingdom or in the reply paid envelope provided by no later than 2 October 2006,
so as to ensure they arrive at Lloyds
TSB Registrars, Princess House, 1 Suffolk Lane, London, EC4R OAX by no later
than 3.00 p.m. on 5 October 2006. CREST Members should note that cash settlement
within CREST usually ceases at 2.00 p.m. and submission of Unmatched Stock Event
('USE') instructions should therefore be made by reference to this deadline in
order to ensure settlement takes place by 3.00 p.m. on 5 October 2006.
Further details of the procedure for application and payment are set out in
paragraph 2 of Part XII: 'Terms and Conditions of the Existing Shareholder
Offer' of the Experian Prospectus and, where relevant, in the Existing
Shareholder Offer Application Form.
The attention of Overseas Shareholders is drawn to paragraph 5 of Part XII:
'Terms and Conditions of the Existing Shareholder Offer' of the Experian
Prospectus.
'Excluded Holder' means a Qualifying Shareholder who is a citizen, resident or
national of any jurisdiction outside the United Kingdom with a registered
address in Australia, Canada or Japan or any other jurisdiction where the
extension and availability of the Existing Shareholder Offer would breach any
applicable law or regulation or a US Holder (as defined in the Experian
Prospectus), subject to certain exceptions.
Conditions
The Existing Shareholder Offer will be conditional upon the Offer Price having
been determined (whether at a price which is within, above or below the
Indicative Offer Price Range), the admission of the New Ordinary Shares, issued
and to be issued, to the Official List of the FSA and to trading on the London
Stock Exchange's main market for listed securities and to CREST and such
admission becoming effective and the Underwriting Agreement having become wholly
unconditional and not being terminated in accordance with its terms on or prior
to 20 October 2006 (or such later date as the Company, Merrill Lynch and UBS may
agree). The Company, Merrill Lynch and UBS expressly reserve the right to
determine, at any time prior to Admission, not to proceed with the Existing
Shareholder Offer. In the event that the Existing Shareholder Offer does not
become unconditional, no New Ordinary Shares will be issued under the Existing
Shareholder Offer and all monies will be returned (at the applicant's sole risk)
without payment of interest, to applicants as soon as practicable following the
lapse of the Existing Shareholder Offer. The interest earned on such monies will
be retained for the benefit of the Company.
Subject to applicable law, investors will not be entitled to exercise any remedy
of rescission for innocent misrepresentation (including pre-contractual
representations) at any time after acceptance. This does not affect any other
rights investors may have, including, for the avoidance of doubt, any statutory
withdrawal rights.
The table below is indicative only and illustrates what a shareholder holding
1,000 Experian shares would receive following an application of £690.00 in the
Existing Shareholder Offer for a range of Offer Prices:
Offer Price Shares Total value Remaining Refund to be:
subscribed of shares funds
for at the subscribed for
Offer Price
475p 145 £688.75 125p Given to charity on your behalf
515p 133 £684.95 505p Returned to you by cheque
540p 127 £685.80 420p Given to charity on your behalf
575p 120 £690.00 0p -
610p 113 £689.30 70p Given to charity on your behalf
Governing law
The terms and conditions of the Existing Shareholder Offer as set out in the
Experian Prospectus and the Existing Shareholder Offer Application Form shall be
governed by, and construed in accordance with, the laws of England and Wales.
Jurisdiction
The courts of England and Wales are to have exclusive jurisdiction to settle any
dispute which may arise out of or in connection with the Existing Shareholder
Offer, this announcement, the Experian Prospectus and/or the Existing
Shareholder Offer Application Form. By accepting New Ordinary Shares in
accordance with the instructions set out in this document and, in the case of
Qualifying non-CREST Shareholders, the Existing Shareholder Offer Application
Form, Qualifying Shareholders irrevocably submit to the jurisdiction of the
courts of England and Wales and waive any objection to proceedings in any such
court on the ground of venue or on the ground that proceedings have been brought
in an inconvenient forum.
Summary of expected timetable of principal events
+--------------------------------------------------+---------------------+
|Event |2006 |
+--------------------------------------------------+---------------------+
|Record time and date to participate in the |Close of business on |
|Existing Shareholder Offer |11 September |
+--------------------------------------------------+---------------------+
|Commencement of the Global Offer |14 September |
+--------------------------------------------------+---------------------+
|Latest time and date for splitting application |3.00 p.m on 3 October|
|forms (to satisfy bona fide market claims only) | |
+--------------------------------------------------+---------------------+
|Final day for small shareholder dealing facility |4.30 p.m. on 4 |
|acceptance form to be received by Lloyds TSB |October |
| | |
| | |
+--------------------------------------------------+---------------------+
|Latest time and date of receipt of applications |3.00 p.m. on 5 |
|under the Existing Shareholder Offer |October |
| | |
| | |
+--------------------------------------------------+---------------------+
|Last day of dealings in the GUS Shares |6 October |
+--------------------------------------------------+---------------------+
|Record time and date in order to participate in |4.30 p.m. on 6 |
|the GUS Scheme |October |
+--------------------------------------------------+---------------------+
|Suspension of listing of, and dealings in GUS |4.30 p.m. on 6 |
|Shares |October |
+--------------------------------------------------+---------------------+
|GUS Scheme becomes effective and Experian Group |Shortly after 4.30 |
|becomes the ultimate holding company of the GUS |p.m. on 6 October |
|Group | |
+--------------------------------------------------+---------------------+
|Announcement of Offer Price |6 October or shortly |
| |thereafter |
+--------------------------------------------------+---------------------+
|Conditional dealings in the Ordinary Shares |9 October |
|expected to commence on the main market of the | |
|London Stock Exchange | |
+--------------------------------------------------+---------------------+
|Admission and expected commencement of |8.00 a.m. on 11 |
|unconditional dealings in the Ordinary Shares on |October |
|the London Stock Exchange | |
+--------------------------------------------------+---------------------+
|Ordinary Shares credited to CREST accounts |8.00 a.m. on 11 |
| |October |
+--------------------------------------------------+---------------------+
|Despatch of definitive share certificates (where |by 20 October |
|applicable) | |
+--------------------------------------------------+---------------------+
Note:
Each of the times and dates above are indicative only and may be subject to
change.
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 Home Retail Group 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 Home Retail Group 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. Applications are being made to the FSA for the Home Retail Group 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 Home Retail Group and Experian shares
are expected to commence at 8.00 a.m. on Wednesday, 11 October 2006.
3. Applications are being made to the London Stock Exchange to permit when
issued dealings in Home Retail Group and Experian from 8.00 a.m. on 9 October
2006 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 expects the Experian Offer to raise £800m. The
Experian Offer will comprise a pre-emptive offer to existing GUS shareholders
(excluding ADR holders and certain overseas shareholders, provided that overseas
institutional shareholders, other than ADR holders, 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 and certain other
investors, save that shares not taken up in the Existing Shareholder Offer may
then be offered in the New Investor Offer.
5. All times within this announcement are London time unless
otherwise indicated.
This press release has been prepared by and is the sole responsibility of GUS.
Merrill Lynch International and UBS Investment Bank are acting as financial
advisers to GUS, as joint sponsors and joint bookrunners to Experian and as
joint sponsors to Home Retail Group and for no one else in connection with the
demerger, Admission and the Global Offer and will not be responsible to anyone
other than GUS, Experian and Home Retail Group for providing the protections
afforded to respective customers of Merrill Lynch International and UBS
Investment Bank nor for providing advice in relation to the demerger, Admission
or the Global Offer, or the contents of this announcement.
JPMorgan Cazenove is the Joint Lead Manager for the Global Offer. JPMorgan
Cazenove is acting for Experian Group in relation to the Global Offer and for
no-one else and will not be responsible to anyone other than Experian Group for
providing the protections afforded to the respective clients of JPMorgan
Cazenove nor for providing advice in relation to the Global Offer or the
contents of this document or any transaction, arrangement or matter referred to
herein.
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 6 October 2006 up to and including 5 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 of securities for sale in the United States or
in any other jurisdiction.
These materials are not for distribution in the United States.
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
U.S. Securities Act of 1993, as amended and the rules and regulations there
under. 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.
This information is provided by RNS
The company news service from the London Stock Exchange