Solicitation Statement
GUS PLC
22 May 2006
GUS plc
Consent Solicitation Statement and Notices of Meetings to Noteholders
GUS plc today provided notices of meetings (the 'Notices of Meetings') to
holders of its three outstanding bonds
- EUR600m 4.125% Notes due 2007 (of which EUR568m is currently
outstanding, ISIN: XS0162821119, the '2007 Notes')
- STG350m 6.375% Bonds due 2009 (ISIN: XS0099323999, the '2009 Notes')
- STG350m 5.625% Notes due 2013 (ISIN: XS0162820228, the '2013 Notes'
and together with the 2007 Notes and 2009 Notes, the 'Notes')
for the purpose of considering certain proposed amendments to the terms and
conditions of the Notes. Approval for these amendments will be sought by way of
Extraordinary Resolutions to be considered and if thought fit approved in
meetings of holders to be held on 13 June 2006. These resolutions are detailed
in a Consent Solicitation Statement and Notices of Meetings dated 22 May 2006.
On 28 March 2006, GUS announced plans to demerge its two businesses, Argos
Retail Group ('ARG') and Experian, and to raise new share capital in Experian.
An extract from the announcement is set out below:
'GUS plc, the retail and business services group, today announces the next steps
in its plans forthe separation of its two remaining businesses, Argos Retail
Group (ARG) and Experian.
The Board of GUS proposes, subject to shareholder approval, that the two
businesses should be separated by means of a demerger, with both ARG and
Experian becoming independently listed on the London Stock Exchange. This is
expected to take place in six to twelve months time.
It is also planned, subject to market conditions, that at the time of the
demerger Experian will issue new shares listed on the London Stock Exchange to a
combination of existing GUS shareholders and new investors. This will enable
both ARG and Experian to have strong balance sheets and to continue to invest in
further growth initiatives. At this preliminary stage, GUS currently estimates
that the issue of new Experian shares will comprise approximately 10% to 15% of
Experian's ordinary share capital.'
On or about Wednesday 24 May 2006, GUS expects to publish its annual
consolidated financial results as at, and for the year ended, 31 March 2006.
These results will be posted at www.gusplc.com, where further information in
relation to GUS and its subsidiaries, including Experian, can be found.
In order to address any potential concerns which Noteholders may have as a
result of the demerger, GUS has decided to submit the following proposals to the
Noteholders:
(a) the outstanding 2007 Notes, 2009 Notes and 2013 Notes will remain
obligations of the issuer, which after the demerger will be a part of Experian.
GUS believes that this will address certain concerns within the credit default
swap market. Upon the demerger becoming effective, the issuer will continue to
control Experian's operational assets;
(b) a change of control clause providing a put option in favour of the
Noteholders arising upon a change of control of the issuer or its holding
company will be inserted into the terms and conditions of the Notes. The terms
of the change of control clause are set out in full in Appendix B to the Consent
Solicitation Statement;
(c) Condition 13 of the 2007 Notes and the 2013 Notes and Condition 9
of the 2009 Notes will be amended to address any potential uncertainty in the
interpretation of those Conditions and to clarify that the demerger (and matters
relating thereto) will not comprise an event of default under the Notes; and
(d) the following Instruction Fees (expressed as a percentage of the
principal amount of the Notes held by such Noteholders and which are voted in
respect of the relevant Extraordinary Resolution) will be paid to each
Noteholder who votes in respect of the proposals set out in the relevant
Extraordinary Resolution, subject to the passing of that Extraordinary
Resolution:
Early Instruction Late
Fee * Instruction Fee
------------- -------------
2007 Notes 0.25% 0.125%
2009 Notes 0.50% 0.25%
2013 Notes 0.50% 0.25%
* The Early Instruction Fee will be paid only to those Noteholders who deliver
(and do not subsequently revoke) Electronic Voting Instructions prior to 4.00
p.m. on 2 June 2006, subject to the passing of the Extraordinary Resolution in
respect of which such Electronic Voting Instructions have been given.
GUS is submitting the proposals to the holders of each of the 2007 Notes, the
2009 Notes and the 2013 Notes. The proposals are submitted separately in respect
of each issue of the Notes. The passing of an Extraordinary Resolution in
respect of one issue of the Notes is not conditional upon the passing of an
Extraordinary Resolution in respect of either of the other issues of the Notes.
Expected timetable
Event 2006
--------------------------- ---------------------
Announcement of Proposals and Notices Monday 22 May
of Meetings to be given to
Noteholders
Latest time and date for delivery of Before 4.00 p.m. on Friday 2 June
Electronic Voting Instructions through
the Clearing Systems to receive the
Early Instruction Fee
Latest time and date for delivery of 5.00 p.m. on Thursday 8 June
Electronic Voting Instructions through
the Clearing Systems to receive the
Late Instruction Fee
Time and date of the 2007 Meeting, the 11.00 a.m. for the 2007 Meeting,
2009 Meeting and the 2013 Meeting 11.15 a.m. for the 2009 Meeting or if later,
immediately following the conclusion of
the 2007 Meeting, and
11.30 a.m. for the 2013 Meeting, or if
later, immediately following the
conclusion of the 2009 Meeting, in each
case on Tuesday 13 June
Notices of Results of the Meetings to Wednesday 14 June
be given to Noteholders
Noteholders are advised to refer to the Consent Solicitation Statement and Notices of Meetings for the
full terms of and procedures relating to the proposed amendments.
Joint Solicitation Agents:
Merrill Lynch: Asar Mashkoor +44 20 7995 3715
UBS: Duane Hebert +44 20 7567 7480
Noteholders may obtain copies of the Consent Solicitation Statement from the Tabulation Agent,
Lucid Issuer Services Limited at +44 20 7704 0880 or by email at gus@lucid-is.com.
The Notices of Meetings are also available for inspection at the UK Listing
Authority's Document Viewing Facility which is located at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
This information is provided by RNS
The company news service from the London Stock Exchange