Disposal
Reed Elsevier PLC
13 December 2007
News Release
Issued on behalf of Reed Elsevier PLC and Reed Elsevier NV
7.00am (GMT) 13 December 2007
COMPLETION OF THE SALE OF HARCOURT US SCHOOLS EDUCATION BUSINESS TO HOUGHTON
MIFFLIN RIVERDEEP GROUP
DETAILS OF SPECIAL DISTRIBUTION AND SHARE CONSOLIDATION
Reed Elsevier is pleased to announce the completion of the sale of its Harcourt
US Schools Education Business to Houghton Mifflin Riverdeep Group for $4.0
billion.
This transaction, together with the sales of the Harcourt Assessment and
Harcourt Education International businesses to Pearson plc, will deliver to Reed
Elsevier total gross proceeds for the whole of its Harcourt Education division
of $4.95 billion. This represents 20.8 x 2006 adjusted operating profit; the
capital employed, including goodwill and intangible assets, of the Harcourt
Education division as of 31 December 2006 was $2.6 billion.
The aggregate net proceeds of the sale of the Harcourt Education division, after
taxes and other transaction costs, is approximately $4.0 billion and will be
returned to shareholders by way of a Special Distribution followed by a
corresponding consolidation of the share capitals of Reed Elsevier PLC and Reed
Elsevier NV, details of which are set out below. The sale of the Harcourt
Assessment business to Pearson is expected to close in late 2007/early 2008
following US regulatory review and the Special Distribution will be made
regardless of whether or not this sale has closed. The sale of the Harcourt
Education International businesses to Pearson completed earlier in 2007.
Details of the Special Distribution and Share Consolidation are as follows:
The net proceeds of $4.0 billion will be distributed to shareholders in
accordance with the equalisation ratio, such that shareholders in Reed Elsevier
PLC and Reed Elsevier NV will receive approximately 52.9% and 47.1% of the
distribution, respectively. The special distribution will not be made on the R
shares which are held by Reed Elsevier PLC in Reed Elsevier NV, as they are
already taken into account in the equalisation ratio. Reed Elsevier PLC
shareholders will receive a Special Distribution of 82.0p per share and Reed
Elsevier NV shareholders will receive a Special Distribution of €1.767 per
share.
The Special Distribution will be accompanied by a Share Consolidation for both
Reed Elsevier PLC and Reed Elsevier NV, the terms of which were approved at both
companies' Annual General Meetings earlier this year. The Special Distribution
is equivalent to 13.4% of the combined market capitalisation of Reed Elsevier
PLC and Reed Elsevier NV (not including the R shares held by Reed Elsevier PLC
in Reed Elsevier NV) and the effect of the Share Consolidation will be to reduce
the number of ordinary shares in issue in Reed Elsevier PLC and Reed Elsevier NV
by the same percentage. The purpose of the Share Consolidation is to facilitate
comparability of earnings per share and share prices before and after the
payment of the Special Distribution. For each company, the Share Consolidation
will be on the basis of 58 New Ordinary Shares for every 67 Existing Ordinary
Shares.
The expected timeline of principal events is as follows:
Friday, 4 January, Last day of dealings in Existing Reed Elsevier PLC Ordinary Shares and
2008 Existing Reed Elsevier NV Ordinary Shares
6.00pm (GMT) on Record Date for entitlement to the Special Distribution and for the Share
Friday, 4 January, Consolidation
2008
Monday, 7 January, Ex-dividend date for Special Distribution
2008
Effective date for Share Consolidation
Listing of and commencement of dealings in New Reed Elsevier PLC Ordinary
Shares on the London Stock Exchange
Listing of and commencement of dealings in New Reed Elsevier NV Ordinary
Shares on Euronext Amsterdam
New Reed Elsevier PLC Ordinary Shares enabled in CREST and CREST accounts
credited with New Reed Elsevier PLC Ordinary Shares
Wednesday, 9 January New Reed Elsevier NV Ordinary Shares enabled in Euroclear Nederland and
2008 Euroclear Nederland accounts credited with New Reed Elsevier NV Ordinary
Shares
Friday, 18 January, Payment of the Special Distribution, settlement of fractional entitlements
2008 to New Reed Elsevier PLC and New Reed Elsevier NV Ordinary Shares and
despatch of certificates for New Reed Elsevier PLC Ordinary Shares in
Certificated Form.
The Special Distribution per American Depository Share (ADS) is the US dollar
equivalent of 328.0p per Reed Elsevier PLC ADS and €3.534 per Reed Elsevier NV
ADS. For each company, the Share Consolidation will be on the basis of 58 new
ADSs for every 67 existing ADSs. The last day of trading in the Existing ADSs
in Reed Elsevier PLC and Reed Elsevier NV will be 4 January 2008 and trading in
the new ADSs will commence on 7 January 2008. Holders of Existing ADSs as at
the close of trading in New York on 4 January 2008 and after will be entitled to
receipt of the Special Distribution on exchange of their existing ADSs for new
ADSs. The US dollar amounts of the Special Distribution will be determined on
or about 21 January 2008 and be available for payment to ADS holders on and
after 28 January 2008 in accordance with the terms of the depositary
arrangements.
Notes:
PLC NV
Ordinary Shares in issue, including Ordinary Shares held by the 1,269,007,800 734,710,359
Employee Benefit Trust
The Special Distribution will not be made on the R shares which are held by Reed
Elsevier PLC in Reed Elsevier NV and represent 5.8% of Reed Elsevier NV's share
capital, nor on the ordinary shares held in Treasury other than those held by
the Employee Benefit Trust, and these shares are excluded from the figures
above.
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For further information please contact:
Sybella Stanley (Investors)
+44 20 7166 5630
Patrick Kerr (Media)
+44 20 7166 5646
Notes to editors
Reed Elsevier Group plc
Reed Elsevier Group plc is a world leading publisher and information provider.
It is owned equally by its two parent companies, Reed Elsevier PLC and Reed
Elsevier NV. The parent companies are listed on the London, Amsterdam and New
York Stock Exchanges, under the following ticker symbols: London: REL;
Amsterdam: REN; New York: RUK and ENL. In 2006, Reed Elsevier made adjusted
profit before taxation of £1,052 million on turnover of £5,398 million. The
group employs 36,000 people, including approximately 20,000 in North America.
Operating in the scientific, legal, educational and business-to-business
sectors, Reed Elsevier provides high value and flexible information solutions to
professional end users, with increasing emphasis on internet delivery.
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The company news service from the London Stock Exchange