Gusbourne Regulatory News (GUS)

14 Sep 2006 07:02

GUS PLC14 September 2006 14 September 2006 Not for distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan GUS plc Demerger of Home Retail Group and Experian: Global Offer of £800 million of new Experian shares at a price between 475p and 610p per ordinary share GUS plc, the retail and business services group, announces its intention topublish Prospectuses for Home Retail Group plc (formerly ARG Holdings (UK) plc)and Experian Group Limited (Experian) later today. The Experian Prospectus andother documents relating to the Global Offer in Experian are expected to beposted to shareholders today. Global OfferExperian intends to raise £800 million through the Global Offer, beforecommissions, fees and expenses, which comprises an Existing Shareholder Offer ofapproximately £600 million and a New Investor Offer of approximately £200million. Existing Shareholder OfferIn addition to the Experian shares to which they will be entitled through thedemerger of GUS into Home Retail Group and Experian, existing shareholders inGUS who were on the register at close of business on 11 September 2006 (the"Offer Record Time") ("Qualifying Shareholders") are being invited to subscribefor approximately £600 million by value of new shares in Experian in theExisting Shareholder Offer on a pro rata basis. Arrangements have been made forany entitlements not taken up under the Existing Shareholder Offer to be offeredto institutional and certain other investors as part of the New Investor Offerdescribed below. The Experian Prospectus and Existing Shareholder Offer Application Form areexpected to be posted today to Qualifying Shareholders other than ExcludedHolders. New Investor OfferUnder the New Investor Offer, new Experian shares are expected to be madeavailable to institutional and certain other investors in the UK and elsewhere.Existing institutional investors in GUS will be entitled to participate in theNew Investor Offer as well as the Existing Shareholder Offer. Indicative Offer Price RangeShares subscribed for under the Global Offer will be issued at the Offer Priceexpected to be determined and announced on Friday, 6 October 2006 or shortlythereafter. The Offer Price is currently expected to be within the IndicativeOffer Price Range, which has been set at between 475p and 610p per OrdinaryExperian Share. Small Shareholder Sale FacilityGUS shareholders who hold fewer than 800 shares at 4.30 p.m. on Friday, 6October 2006, will be given the opportunity to sell all their Experian and/orHome Retail Group shares resulting from the demerger, free of charge. AnyExperian shares elected to be sold through this mechanism will be aggregated andsold alongside the New Investor Offer. Any Home Retail Group shares elected tobe sold will be aggregated and sold in the market as soon as practicablefollowing Admission. ProspectusesCopies of the Prospectuses of Home Retail Group and Experian will be sent to theFinancial Services Authority and will shortly thereafter be available forinspection at the Financial Services Authority's Document Viewing Facility,which is situated at Financial Services Authority, 25 The North Colonnade,London E14 5HS. TimetableThe expected timetable is as below: 3.00 p.m. Thursday 5 October 2006 Last date for receipt of completed applicationforms under the Existing Shareholder Offer 4.30 p.m. Friday 6 October 2006* Suspension of listing of, and dealings in, GUS shares 8.00 a.m. Monday 9 October 2006* When issued dealings commence in Home Retail Group and Experian shares Tuesday 10 October 2006 Demerger becomes effective 8.00 a.m Wednesday 11 October 2006 Admission and trading in shares in Home Retail Group and Experian commence * See notes to editorsA detailed timetable is included later in this announcement Enquiries GUSDavid Tyler Group Finance Director 020 7495 0070Fay Dodds Director of Investor Relations FinsburyRupert Younger 020 7251 3801Rollo Head Summary of the terms of the Existing Shareholder Offer Principal termsThe Existing Shareholder Offer comprises an offer to subscribe for ordinaryshares in the capital of Experian Group Limited (the "Company"). The exact number of New Ordinary Shares to be issued and the Offer Price will bedetermined towards the end of the offer period and are expected to be announcedon 6 October 2006. Subject to the terms and conditions set out below and, where relevant, in theExperian Prospectus and the Existing Shareholder Offer Application Form,Qualifying Shareholders (other than Excluded Holders) will be given theopportunity to acquire New Ordinary Shares under the Existing Shareholder Offerat the Offer Price payable in full in cash on application and free of allexpenses on the following basis: One Existing Shareholder Offer Entitlement (representing a notional 69 pence)for every GUS Share held by Qualifying Shareholders and registered in theirnames at the Offer Record Time and so in proportion for any greater number ofGUS Shares then held. Holders of GUS ADRs may not participate in the Existing Shareholder Offer. Each Existing Shareholder Offer Entitlement represents the right to apply 69pence to subscribe for New Ordinary Shares under the Existing Shareholder Offerand is calculated based on the aggregate gross proceeds intended to be raisedfrom the issue of the New Ordinary Shares in the Existing Shareholder Offer partof the Global Offer (being approximately £600 million) and dividing it by thenumber of GUS Shares in issue as at the Offer Record Time, excluding shares heldin treasury by GUS, and then rounded up to the nearest penny. This notionalpence value is calculated in order to determine the maximum amount a QualifyingShareholder may invest and should not be confused with the Offer Price for theNew Ordinary Shares. Existing Shareholder Offer Entitlements not taken up by Qualifying Shareholderswill not be offered to other Qualifying Shareholders and the related NewOrdinary Shares may be offered by the Company in the New Investor Offer. Qualifying Shareholders (other than Excluded Holders) are invited to apply tosubscribe for New Ordinary Shares under the Existing Shareholder Offer at theOffer Price. As the Offer Price will not be determined until 6 October 2006,Qualifying Shareholders (other than Excluded Holders) who wish to apply underthe Existing Shareholder Offer are invited to specify a number of ExistingShareholder Offer Entitlements to be applied in subscribing for New OrdinaryShares up to the maximum number of Existing Shareholder Offer Entitlementsallocated to each Qualifying Shareholder. The maximum number of ExistingShareholder Offer Entitlements allocated to each Qualifying Shareholder isdependent upon the number of GUS Shares registered in his/her name at the OfferRecord Time and, in the case of Qualifying non-CREST Shareholders, is equal tothe number of Existing Shareholder Offer Entitlements as shown in their ExistingShareholder Offer Application Form or, in the case of Qualifying CRESTShareholders, is equal to the number of Existing Shareholder Offer Entitlementsstanding to the credit of their stock account in CREST. If the number ofExisting Shareholder Offer Entitlements applied by a Qualifying Shareholder insubscribing for New Ordinary Shares exceeds his/her maximum number of ExistingShareholder Offer Entitlements, that Qualifying Shareholder will be deemed tohave applied for such number of New Ordinary Shares as he/she is entitled toapply for on the basis of his/her maximum Existing Shareholder OfferEntitlements. Only one Existing Shareholder Application Form may be submittedper person. A Qualifying Shareholder who applies under the Existing Shareholder Offer willnot be able to specify a fixed number of New Ordinary Shares which he/she wishesto subscribe for and, if his/her application is accepted, he/she will acquireNew Ordinary Shares at the Offer Price as determined according to thedescription set out below. The New Ordinary Shares have not been and will not be registered under the USSecurities Act of 1933, as amended (the "US Securities Act") or qualified forsale under the laws of any state of the United States. The New Ordinary Sharesmay not be offered or sold in the United States except in transactions exemptfrom or not subject to the registration requirements of the US Securities Act. The pound sterling amount in respect of which an application is validly made andaccepted under the Existing Shareholder Offer (subject to the terms andconditions set out in Part XII: "Terms and Conditions of the ExistingShareholder Offer" of the Experian Prospectus and, where relevant, the ExistingShareholder Offer Application Form) will be applied in subscribing for at theOffer Price the maximum whole number of New Ordinary Shares that can besubscribed for with such amount. Fractions of New Ordinary Shares will not beissued to Qualifying Shareholders. The Company will return by cheque by 12October 2006 to a Qualifying Shareholder (at the risk of the QualifyingShareholder) the amount by which his/her remittance exceeds the amount payablefor the New Ordinary Shares to be subscribed for by him/her without interest,save that individual amounts of £5.00 or less will not be so paid but will bedonated to charity. The maximum number of New Ordinary Shares issued in the Existing ShareholderOffer will be such number as have an aggregate value of approximately £600million at the Offer Price. The Offer Price and the number of New Ordinary Shares to be issued pursuant tothe Existing Shareholder Offer shall be published by the Company on or as soonas practicable after 6 October 2006 by means of an announcement to a RegulatoryInformation Service. Holdings of GUS Shares in certificated and uncertificated form will be treatedas separate holdings for the purpose of calculating Existing Shareholder OfferEntitlements, as will holdings under different designations and in differentaccounts and, where relevant, separate Existing Shareholder Offer ApplicationForms will be issued in respect of such shareholdings. GUS Shareholders should note that the Existing Shareholder Offer is not a"rights issue". Invitations to apply under the Existing Shareholder Offer andExisting Shareholder Offer Entitlements are not transferable unless to satisfybona fide market claims. Qualifying CREST Shareholders should note that althoughthe Existing Shareholder Offer Entitlements will be admitted to CREST and beenabled for settlement, applications in respect of entitlements under theExisting Shareholder Offer may only be made by the Qualifying CREST Shareholderoriginally entitled or by a person entitled by virtue of a bona fide marketclaim raised by CRESTCo's Claims Processing Unit. Qualifying non-CRESTShareholders should note that the Existing Shareholder Offer Application Form isnot a document of title and cannot be traded. GUS Shareholders should be awarethat under the Existing Shareholder Offer, unlike in the case of a rights issue,any New Ordinary Shares not validly taken up in accordance with the procedurelaid down for acceptance and payment will not be sold in the market or placed ontheir behalf. Qualifying Shareholders who do not take up any of theirentitlement to the New Ordinary Shares will have no rights under the ExistingShareholder Offer. Applications are being made to the FSA for admission of the Ordinary Shares tothe Official List of the FSA and to the London Stock Exchange for admission ofthe Ordinary Shares to trading on its main market for listed securities. Subjectto the Existing Shareholder Offer becoming unconditional in all respects, it isexpected that Admission of the Ordinary Shares will become effective and thatdealings in the Ordinary Shares, fully paid, will commence by no later than 8.00a.m. on 11 October 2006. Upon Admission, an announcement will be made by theCompany to a Regulatory Information Service in respect of the results of theExisting Shareholder Offer. Applications are being made for the Ordinary Shares to be admitted to CREST.CRESTCo requires the Company to confirm to it that certain conditions imposed bythe CREST Rules are satisfied before CRESTCo will admit any security to CREST.It is expected that these conditions will be satisfied in respect of theOrdinary Shares on admission of the Ordinary Shares to the Official List. Assoon as practicable after satisfaction of the conditions, the Company willconfirm this to CRESTCo. No temporary documents of title will be issued. Definitive certificates inrespect of New Ordinary Shares are expected to be posted to Qualifying non-CRESTShareholders by no later than 20 October 2006. New Ordinary Shares are expectedto be credited to the CREST stock accounts of Qualifying CREST Shareholders byno later than 8.00 a.m. on 11 October 2006. Qualifying non-CREST Shareholderswho have received an Existing Shareholder Offer Application Form in respect oftheir Existing Shareholder Offer Entitlements pursuant to the ExistingShareholder Offer should refer to paragraph 2.1 of Part XII: "Terms andConditions of the Existing Shareholder Offer" of the Experian Prospectus.Qualifying CREST Shareholders who hold Existing Shareholder Offer Entitlementsin uncertificated form pursuant to the Existing Shareholder Offer should referto paragraph 2.2 of Part XII: "Terms and Conditions of the Existing ShareholderOffer" of the Experian Prospectus. All documents and cheques posted to or by Qualifying Shareholders (or theiragents) will be posted at the risk of the Qualifying Shareholder (or theiragents). Any Qualifying Shareholder who has sold or transferred all or part of his/herregistered holding(s) of GUS Shares prior to the close of business on 13September 2006 is advised to consult his/her stockbroker, bank or other agentthrough whom the sale or transfer was effected or another professional adviserauthorised under the Financial Services and Markets Act 2000 ("FSMA") as soon aspossible, since the Existing Shareholder Offer Entitlements and the invitationto acquire New Ordinary Shares under the Existing Shareholder Offer may be abenefit which may be claimed from him/her by the purchaser(s) or transferee(s)under the rules and regulations of the London Stock Exchange. The latest time and date for acceptance and payment in full in cleared fundsunder the Existing Shareholder Offer is 3.00 p.m. on 5 October 2006. Qualifyingnon-CREST Shareholders are advised to post their Existing Shareholder OfferApplication Forms and accompanying cheques by first class post in the UnitedKingdom or in the reply paid envelope provided by no later than 2 October 2006,so as to ensure they arrive at Lloyds TSB Registrars, Princess House, 1 Suffolk Lane, London, EC4R OAX by no laterthan 3.00 p.m. on 5 October 2006. CREST Members should note that cash settlementwithin CREST usually ceases at 2.00 p.m. and submission of Unmatched Stock Event("USE") instructions should therefore be made by reference to this deadline inorder to ensure settlement takes place by 3.00 p.m. on 5 October 2006. Further details of the procedure for application and payment are set out inparagraph 2 of Part XII: "Terms and Conditions of the Existing ShareholderOffer" of the Experian Prospectus and, where relevant, in the ExistingShareholder Offer Application Form. The attention of Overseas Shareholders is drawn to paragraph 5 of Part XII:"Terms and Conditions of the Existing Shareholder Offer" of the ExperianProspectus. "Excluded Holder" means a Qualifying Shareholder who is a citizen, resident ornational of any jurisdiction outside the United Kingdom with a registeredaddress in Australia, Canada or Japan or any other jurisdiction where theextension and availability of the Existing Shareholder Offer would breach anyapplicable law or regulation or a US Holder (as defined in the ExperianProspectus), subject to certain exceptions. ConditionsThe Existing Shareholder Offer will be conditional upon the Offer Price havingbeen determined (whether at a price which is within, above or below theIndicative Offer Price Range), the admission of the New Ordinary Shares, issuedand to be issued, to the Official List of the FSA and to trading on the LondonStock Exchange's main market for listed securities and to CREST and suchadmission becoming effective and the Underwriting Agreement having become whollyunconditional and not being terminated in accordance with its terms on or priorto 20 October 2006 (or such later date as the Company, Merrill Lynch and UBS mayagree). The Company, Merrill Lynch and UBS expressly reserve the right todetermine, at any time prior to Admission, not to proceed with the ExistingShareholder Offer. In the event that the Existing Shareholder Offer does notbecome unconditional, no New Ordinary Shares will be issued under the ExistingShareholder Offer and all monies will be returned (at the applicant's sole risk)without payment of interest, to applicants as soon as practicable following thelapse of the Existing Shareholder Offer. The interest earned on such monies willbe retained for the benefit of the Company. Subject to applicable law, investors will not be entitled to exercise any remedyof rescission for innocent misrepresentation (including pre-contractualrepresentations) at any time after acceptance. This does not affect any otherrights investors may have, including, for the avoidance of doubt, any statutorywithdrawal rights. The table below is indicative only and illustrates what a shareholder holding1,000 Experian shares would receive following an application of £690.00 in theExisting Shareholder Offer for a range of Offer Prices: Offer Price Shares Total value Remaining Refund to be: subscribed of shares funds for at the subscribed for Offer Price 475p 145 £688.75 125p Given to charity on your behalf515p 133 £684.95 505p Returned to you by cheque540p 127 £685.80 420p Given to charity on your behalf575p 120 £690.00 0p -610p 113 £689.30 70p Given to charity on your behalf Governing lawThe terms and conditions of the Existing Shareholder Offer as set out in theExperian Prospectus and the Existing Shareholder Offer Application Form shall begoverned by, and construed in accordance with, the laws of England and Wales. JurisdictionThe courts of England and Wales are to have exclusive jurisdiction to settle anydispute which may arise out of or in connection with the Existing ShareholderOffer, this announcement, the Experian Prospectus and/or the ExistingShareholder Offer Application Form. By accepting New Ordinary Shares inaccordance with the instructions set out in this document and, in the case ofQualifying non-CREST Shareholders, the Existing Shareholder Offer ApplicationForm, Qualifying Shareholders irrevocably submit to the jurisdiction of thecourts of England and Wales and waive any objection to proceedings in any suchcourt on the ground of venue or on the ground that proceedings have been broughtin an inconvenient forum. Summary of expected timetable of principal events +--------------------------------------------------+---------------------+|Event |2006 |+--------------------------------------------------+---------------------+|Record time and date to participate in the |Close of business on ||Existing Shareholder Offer |11 September |+--------------------------------------------------+---------------------+|Commencement of the Global Offer |14 September |+--------------------------------------------------+---------------------+|Latest time and date for splitting application |3.00 p.m on 3 October||forms (to satisfy bona fide market claims only) | |+--------------------------------------------------+---------------------+|Final day for small shareholder dealing facility |4.30 p.m. on 4 ||acceptance form to be received by Lloyds TSB |October || | || | |+--------------------------------------------------+---------------------+|Latest time and date of receipt of applications |3.00 p.m. on 5 ||under the Existing Shareholder Offer |October || | || | |+--------------------------------------------------+---------------------+|Last day of dealings in the GUS Shares |6 October |+--------------------------------------------------+---------------------+|Record time and date in order to participate in |4.30 p.m. on 6 ||the GUS Scheme |October |+--------------------------------------------------+---------------------+|Suspension of listing of, and dealings in GUS |4.30 p.m. on 6 ||Shares |October |+--------------------------------------------------+---------------------+|GUS Scheme becomes effective and Experian Group |Shortly after 4.30 ||becomes the ultimate holding company of the GUS |p.m. on 6 October ||Group | |+--------------------------------------------------+---------------------+|Announcement of Offer Price |6 October or shortly || |thereafter |+--------------------------------------------------+---------------------+|Conditional dealings in the Ordinary Shares |9 October ||expected to commence on the main market of the | ||London Stock Exchange | |+--------------------------------------------------+---------------------+|Admission and expected commencement of |8.00 a.m. on 11 ||unconditional dealings in the Ordinary Shares on |October ||the London Stock Exchange | |+--------------------------------------------------+---------------------+|Ordinary Shares credited to CREST accounts |8.00 a.m. on 11 || |October |+--------------------------------------------------+---------------------+|Despatch of definitive share certificates (where |by 20 October ||applicable) | |+--------------------------------------------------+---------------------+Note:Each of the times and dates above are indicative only and may be subject tochange. 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 Home Retail Group share and one Experian share in exchange for each GUS share they hold at that 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 Home Retail Group 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. Applications are being made to the FSA for the Home Retail Group 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 Home Retail Group and Experian shares are expected to commence at 8.00 a.m. on Wednesday, 11 October 2006. 3. Applications are being made to the London Stock Exchange to permit when issued dealings in Home Retail Group and Experian from 8.00 a.m. on 9 October 2006 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 expects the Experian Offer to raise £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 and certain other investors, save that shares not taken up in the Existing Shareholder Offer may then be offered in the New Investor Offer. 5. All times within this announcement are London time unless otherwise indicated. This press release has been prepared by and is the sole responsibility of GUS. Merrill Lynch International and UBS Investment Bank are acting as financialadvisers to GUS, as joint sponsors and joint bookrunners to Experian and asjoint sponsors to Home Retail Group and for no one else in connection with thedemerger, Admission and the Global Offer and will not be responsible to anyoneother than GUS, Experian and Home Retail Group for providing the protectionsafforded to respective customers of Merrill Lynch International and UBSInvestment Bank nor for providing advice in relation to the demerger, Admissionor the Global Offer, or the contents of this announcement. JPMorgan Cazenove is the Joint Lead Manager for the Global Offer. JPMorganCazenove is acting for Experian Group in relation to the Global Offer and forno-one else and will not be responsible to anyone other than Experian Group forproviding the protections afforded to the respective clients of JPMorganCazenove nor for providing advice in relation to the Global Offer or thecontents of this document or any transaction, arrangement or matter referred toherein. In connection with the Global Offer, Merrill Lynch International as stabilisingmanager, or any of its agents, may (but will be under no obligation to), to theextent permitted by applicable law, effect transactions with a view tosupporting the market price of the Experian shares at a level higher than thatwhich might otherwise prevail in the open market. Merrill Lynch is not requiredto enter into such transactions and such transactions may be effected on anystock market, over the counter market or otherwise. Such stabilising measures,if commenced, may be discontinued at any time and may only be undertaken duringthe period from 6 October 2006 up to and including 5 November 2006. Except asrequired by law or regulation, neither the stabilising manager nor any of itsagents intends to disclose the extent of any stabilising transactions under theGlobal Offer. This announcement is not an offer of securities for sale in the United States orin any other jurisdiction. These materials are not for distribution in the United States. None of the securities mentioned herein are being registered, and there is nointention to register the securities under the US Securities Act of 1933 asamended. The securities mentioned herein may not be offered or sold in theUnited States absent registration or an exemption from registration under theU.S. Securities Act of 1993, as amended and the rules and regulations thereunder. No public offering of securities is being made in the United States. This document does not constitute an offer of securities to the public in theUnited Kingdom. This announcement is directed only at (i) persons who haveprofessional experience in matters relating to investments and who fall withinArticle 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (the "Order") or (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of theOrder or to whom it may otherwise lawfully be communicated (all such personstogether being referred to as "relevant persons") or in circumstances in whichsection 21 of the FSMA does not apply to the Company. Any person who is not arelevant person must not act or rely on this communication or any of itscontents. In the United Kingdom, any investment or investment activity to whichthis communication relates is available only to relevant persons and will beengaged in only with relevant persons. 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