Issue of Debt
Reed International PLC
Elsevier NV
16 July 2001
Issued on behalf of Reed International P.L.C. and Elsevier NV
July 16 2001
Launch of Multi-Currency Global Bond Issue
Reed Elsevier has announced its intention to launch a multi-currency global
bond issue to refinance short term borrowings following the acquisition of the
scientific, technical and medical business and the US K-12 schools
educational and testing businesses of Harcourt General, Inc.
The portion of the global bond offering to be made in the United States will
be registered with the U.S. Securities and Exchange Commission. The
prospectus relating to the offering includes unaudited pro forma profit and
loss and balance sheet information for the year to 31 December 2000
illustrating the impact on Reed Elsevier of the acquisition of the scientific,
technical and medical business and the US K-12 schools educational and
testing businesses of Harcourt General, Inc., the on-sale to The Thomson
Corporation of the Harcourt higher education business and the corporate and
professional services businesses (other than educational and clinical
testing), and the sale of the global bonds. A summary of the pro forma
financial information is set out in the attachment.
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy securities for sale in the United States, nor shall there
be any sale of these securities in any jurisdiction in which such sale would
be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. The portion of the global bonds to be offered
outside the United States may not be offered or sold in the United States
absent registration with the SEC or an exemption from registration.
Further information on Reed Elsevier can be found on the company's website at
www.reedelsevier.com
SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION
Summary Profit and Loss Account
Year Ended 31 December 2000
Reed Pro Forma Pro
Elsevier Harcourt Forma
Acquisition Combined
Effect
£m £m £m
Turnover 3,768 1,148 4,916
Adjusted operating profit 793 254 1,047
Amortisation of goodwill and
intangible assets (468) (66) (534)
Exceptional items (115) (10) (125)
Operating profit 210 178 388
Non-operating exceptional items 85 6 91
Profit before interest and tax 295 184 479
Net interest expense (103) (120) (223)
Profit before tax 192 64 256
Tax (159) (48) (207)
Profit after tax 33 16 49
Minority interests - 1 1
Attributable profit 33 17 50
Adjusted figures
Adjusted profit before tax 690 134 824
Adjusted attributable profit 511 84 595
See notes below
Summary Balance Sheet
As at 31 December 2000
Pro Forma
Reed Harcourt Pro
Elsevier Acquisition Forma
Effect Combined
£m £m £m
Goodwill and intangible assets 4,127 2,649 6,776
Other fixed assets 569 58 627
Working capital and other net liabilities (1,087) 104 (983)
3,609 2,811 6,420
Shareholders' funds 3,041 - 3,041
Provisions and minorities 135 11 146
Net debt 433 2,800 3,233
3,609 2,811 6,420
See notes below
Notes
(1) The unaudited pro forma financial information combines the audited
financial information for the Reed Elsevier combined businesses for the year
ended 31 December 2000 and the unaudited pro forma financial information of
Harcourt for the year ended 31 October 2000, as adjusted to conform materially
to Reed Elsevier's accounting policies and presentation, after giving effect
to the acquisition of Harcourt, the on-sale to The Thomson Corporation and the
sale of the global bonds, and translated into pounds sterling at the exchange
rate applicable for that year.
(2) A preliminary review of the goodwill and intangible assets of the
Harcourt businesses to be retained has indicated that an expected useful life
of approximately 40 years would be appropriate for these assets. Accordingly,
the maximum estimated useful life under Reed Elsevier's accounting policy of
amortising goodwill and intangible assets will be increased from 20 years to
40 years. A 40 year period has been assumed for the Harcourt assets in
preparing the pro forma financial information.
(3) The net interest expense included in the pro forma Harcourt
acquisition effect above combines (i) the Harcourt net interest expense in
respect of its net borrowings for the year to 31 October 2000, and (ii)
interest on incremental Reed Elsevier borrowings of £709 million used to fund
the acquisition of the retained businesses, after utilisation of the proceeds
of the December 2000 equity issuance by Reed International P.L.C. and Elsevier
NV, but before the financing of reorganisation and transaction costs and net
corporate liabilities. The financing rate applied in respect of the
incremental Reed Elsevier borrowings is 7%, which takes into account the rates
on the Harcourt debt which may remain outstanding, interest rate hedging
undertaken and the sale of the global bonds.
(4) Adjusted figures, which exclude the amortisation of goodwill and
intangible assets, exceptional items and related tax effects, are presented as
additional performance measures.
(5) The unaudited pro forma financial information does not take account
of increases in the net borrowings of the Reed Elsevier businesses and the pro
forma combined businesses after the Harcourt acquisition of approximately £110
million and £250 million respectively. The increases in net borrowings
reflect seasonal cash flows including dividend payments, acquisition and
disposal activity, non trading items and exchange rate movements since 31
December 2000 for the Reed Elsevier businesses and since 31 October 2000 for
Harcourt General, Inc.
(6) The unaudited pro forma combined financial information is provided for
illustrative purposes only and has been prepared on a basis in accordance with
the regulations governing pro forma financial information in prospectuses
filed with the US Securities and Exchange Commission. It does not purport to
represent what the actual results of operations or the financial position of
Reed Elsevier would have been if the acquisition of Harcourt, the on-sale to
The Thomson Corporation and the sale of the global bonds had actually occurred
on the dates assumed, nor is it necessarily indicative of Reed Elsevier's
future operating results or combined financial position.