Reed International PLC
30 November 2000
This press release may not be published or distributed in or sent to the
United States of America, Canada, Australia and Japan.
London and Amsterdam, 30 November 2000
Issued by Reed International P.L.C. and Elsevier NV
INTERNATIONAL OFFERING OF SHARES BY REED INTERNATIONAL P.L.C. AND ELSEVIER NV
SUCCESSFULLY COMPLETED. OFFER PRICES SET AT 625 PENCE PER ORDINARY SHARE OF
REED INTERNATIONAL AND Euro14.50 PER ORDINARY SHARE OF ELSEVIER.
Further to the announcement made yesterday, Reed International P.L.C. ('Reed
International') and Elsevier NV ('Elsevier') announce that the international
offering of new ordinary shares in Reed International and Elsevier has been
completed successfully ('the Offering'). The Offering was closed ahead of
schedule at 20:00 (London time) (21:00 Amsterdam time) on Wednesday, November
29, 2000 one day earlier than anticipated.
Reed International has placed 98.87 million new ordinary shares. The offer
price for the ordinary shares of Reed International has been set at 625 pence
per ordinary share and $35.60 per ADS. Elsevier has placed 57.61 million new
ordinary shares. The offer price for the ordinary shares of Elsevier has been
set at Euro14.50 per ordinary share and $24.87 per ADS. The offer prices
represent a discount of 0.79 per cent to the closing market price of 630 pence
for Reed International ordinary shares and 0.68 per cent to the closing market
price of Euro14.60 for Elsevier ordinary shares on 29 November, 2000. Based on
these offer prices, approximately £1.1 billion ($1.6 billion) (Euro1.9
billion) has been raised, representing approximately 8.6% of the outstanding
ordinary share capital of both companies (excluding the exercise of the
over-allotment options).
In connection with the Offering, Reed International and Elsevier have each
agreed to grant to ABN AMRO Rothschild, Cazenove & Co. and Morgan Stanley Dean
Witter an option to purchase up to 14.83 million additional ordinary shares in
Reed International and an option to purchase up to 8.65 million additional
ordinary shares in Elsevier solely to cover over-allotments. These options may
be exercised, in whole or in part, within a period of 30 days after the
closing of the Offering. ABN AMRO Rothschild has been appointed as sole
stabilisation manager and may, on behalf of the joint lead managers, engage in
transactions that stabilise, maintain or otherwise affect the price of the
ordinary shares of Reed International and Elsevier and the ADSs for a period
of 30 days after the closing of the Offering.
The Offering has also been made into the US following the filing of a joint
registration statement by Reed International and Elsevier with the US
Securities and Exchange Commission. Copies of the final document are available
upon request from Reed International and Elsevier.
Reed International and Elsevier shares are expected to be admitted to the
Official List of the UK Listing Authority and for admission to trading on the
London Stock Exchange on December 5, 2000. Reed International and Elsevier
shares are expected to be listed on the Official Segment of the stock market
of Euronext Amsterdam N.V. on December 5, 2000. Application has also been made
to the New York Stock Exchange for the ordinary shares and ADSs of Reed
International and Elsevier to be listed on the New York Stock Exchange. The
payment and delivery date for the Reed International and Elsevier shares and
respective ADSs has been set for Tuesday December 5, 2000.
The proceeds of the Offering are intended to fund a portion of the proposed
acquisition by Reed Elsevier of Harcourt General's Scientific, Technical and
Medical business and US Schools Education and Testing businesses, announced on
27 October 2000.
Crispin Davis, Reed Elsevier's Chief Executive Officer, said:
'I am very pleased at the success of the two placings. The quality of
institutional demand, the level of support and the international spread has
been especially encouraging. We are now absolutely focused on maintaining the
momentum in the execution of our strategy, in making a real success of the
Harcourt acquisition, and in delivering against our growth objectives.'
Stabilisation/FSA
Enquiries:
Reed International and Elsevier Mark Armour, Chief Financial Officer
+44 20 7227 5670
ABN AMRO Rothschild Menno de Jager
Mark Astaire
+ 44 20 7678 8000
Cazenove & Co. John Paynter
Greg Bennett
+44 20 7588 2828
Morgan Stanley Dean Witter Andrea Bothamley
+ 44 20 7425 4943
These materials do not constitute an offer of securities for sale in the
United States. Securities may not be offered or sold in the United States
absent registration or an exemption from registration. Any public offering of
securities to be made in the United States will be made by means of a
prospectus that may be obtained from the issuer and that will contain detailed
information about the company and management, as well as financial statements.
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