Gusbourne Regulatory News (GUS)

9 Oct 2006 07:00

Experian Group Limited09 October 2006 7 October 2006 Not for distribution, directly or indirectly, in or into the United States, Canada, Australia and Japan This announcement is not a prospectus but an advertisement. Investors should not subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus, a copy of which is available from Experian Group Limited's registered office. Experian Group Limited Result of the Global Offer of £800 million of Experian shares - Offer Price set at 560 pence per ordinary share Experian Group Limited (Experian), the global information solutions company, ispleased to announce that its Global Offer has been completed successfully at aprice of 560 pence per share (the Offer Price). Don Robert, Chief Executive Officer of Experian, said: "We are delighted with the offer price for Experian's shares, valuing thecompany at £5.7 billion. The success of the offer reflects Experian's globalleadership position and its excellent growth potential. We look forward withconfidence to the future as an independent company." Details of Global Offer The Global Offer comprised a pre-emptive offer of new shares to existing GUS plcshareholders (excluding certain overseas shareholders) on a pro rata basis (theExisting Shareholder Offer) and a non pre-emptive offer to institutional andcertain other investors (the New Investor Offer). GUS shareholders applied for a total of £275 million under the ExistingShareholder Offer. Under the terms of the Global Offer, entitlements not takenup under the Existing Shareholder Offer were added to the New Investor Offer. Asa consequence, the New Investor Offer was £525 million and the Global Offerraised a total of £800 million before the payment of commissions, fees andexpenses of approximately £20 million. A shareholder holding 1,000 GUS shares,who applied for their full existing shareholder offer entitlement, would receive123 shares at the offer price. The shares being issued in the Global Offer represent approximately 14% ofExperian's issued ordinary share capital following the Global Offer. The total number of new Experian shares to be issued under the Global Offer isapproximately 143 million. Following the demerger from GUS and the Global Offer,Experian will have a total of approximately 1,020 million ordinary shares inissue, of which 15 million will be held in an ESOP trust. Application has been made for, and the Global Offer is conditional upon, interalia, admission of the Global Offer shares to listing on the Official List ofthe Financial Services Authority and to trading on the London Stock Exchange'smarket for listed securities (together Admission) becoming effective by 8.00a.m. on 11 October 2006 (or such later time or date as the Global Co-ordinatorsand Experian may agree). Subject to these conditions being satisfied, the GlobalOffer shares will be issued credited as fully paid and will rank pari passu inall respects with Experian's other ordinary shares. Conditional dealings in the Ordinary Shares are expected to commence at 8.00a.m. on 9 October 2006. It is expected that Admission will become effective and dealings in the GlobalOffer shares, together with shares received by shareholders from the demerger(together the Ordinary Shares), will commence no later than 8.00 a.m. on 11October 2006. Enquiries Experian Don Robert Chief Executive Officer 020 7495 0070Paul Brooks Chief Financial OfficerFay Dodds Director of Investor Relations Finsbury Rollo Head 020 7251 3801James Wyatt-Tilby This press release has been prepared by and is the sole responsibility ofExperian. Defined terms in this announcement have, unless the context otherwise requires,the same meaning given to them in the Prospectus. Merrill Lynch International and UBS Investment Bank are acting as joint globalco-ordinators, joint bookrunners and joint sponsors to Experian and for no oneelse in connection with the Global Offer and Admission and will not beresponsible to anyone other than Experian for providing the protections affordedto respective clients of Merrill Lynch International or UBS Investment Bank norfor providing advice in relation to the Global Offer or Admission, or thecontents of this announcement. JPMorgan Cazenove is acting as the Joint Lead Manager for Experian and for noone else in connection with the Global Offer and Admission and will not beresponsible to anyone other than GUS and Experian for providing the protectionsafforded to customers of JPMorgan Cazenove nor for providing advice in relationto the Global Offer or Admission, or the contents of this announcement. 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 7 October 2006 up to and including 6 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 to sell or the solicitation of an offer to buyor subscribe for securities in the United States, Canada, Japan or Australia orany other jurisdiction in which such offer or solicitation is unlawful andshould not be relied upon in connection with any decision to acquire the OfferShares or any other Experian securities. 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 the USSecurities Act of 1933, as amended, and the rules and regulations thereunder. Nopublic 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. Certain statements made are forward-looking statements. Such statements arebased on current expectations and are subject to a number of risks anduncertainties that could cause actual events or results to differ materiallyfrom any expected future events or results referred to in these forward-lookingstatements. Information in this announcement or any of the documents relating to the GlobalOffer can not be relied upon as a guide to future performance. This information is provided by RNS The company news service from the London Stock Exchange