GUS PLC
29 August 2006
Not for distribution in or into the United States, Canada, Australia or Japan
29 August 2006
GUS plc
Shareholder approval for demerger of ARG and Experian
GUS plc, the retail and business services group, announces that at a Court
Meeting and an Extraordinary General Meeting of its Ordinary Shareholders to
approve the demerger and public listing of Argos Retail Group (ARG) and Experian
held earlier today, all of the proposed resolutions were duly passed.
Following this 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:
Thursday 14 September 2006* Approximate date of publication of ARG and
Experian prospectuses. GUS shares go ex-
entitlement to the proposed Experian share offer
Friday 6 October 2006* Suspension of listing of, and dealings in, GUS
shares at 4.30 p.m.
Monday 9 October 2006* When issued dealings commence in ARG and
Experian shares
Tuesday 10 October 2006 Demerger becomes effective
Wednesday 11 October 2006 Shares in ARG and Experian commence
trading at 8 a.m.
* See notes to editors
Sir Victor Blank, Chairman of GUS, commented:
'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. We are delighted that our shareholders have given their
support to the demerger.'
Enquiries
GUS
David Tyler Group Finance Director 020 7495 0070
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 the 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 8.00 a.m. 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 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
investors.
5. GUS will issue an update on trading for the five months to 31 August 2006 on
14 September 2006.
6. Details of the voting at the EGM held on 29 August 2006 are
available on the GUS website www.gusplc.com
This press release has been prepared by and is the sole responsibility of GUS.
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.
These materials are not for distribution into the United States. 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
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