Gusbourne Regulatory News (GUS)

29 Aug 2006 13:02

GUS PLC29 August 2006 Not for distribution in or into the United States, Canada, Australia or Japan 29 August 2006 GUS plc Shareholder approval for demerger of ARG and Experian GUS plc, the retail and business services group, announces that at a CourtMeeting and an Extraordinary General Meeting of its Ordinary Shareholders toapprove the demerger and public listing of Argos Retail Group (ARG) and Experianheld earlier today, all of the proposed resolutions were duly passed. Following this approval, the demerger will result in GUS shareholders receivingone share in each of ARG and Experian for every GUS share they hold. Immediatelyfollowing the demerger, it is expected that Experian will issue further sharesto raise new capital of approximately £800m. The expected timetable to achieve this is as below: Thursday 14 September 2006* Approximate date of publication of ARG and Experian prospectuses. GUS shares go ex- entitlement to the proposed Experian share offer Friday 6 October 2006* Suspension of listing of, and dealings in, GUS shares at 4.30 p.m. Monday 9 October 2006* When issued dealings commence in ARG and Experian shares Tuesday 10 October 2006 Demerger becomes effective Wednesday 11 October 2006 Shares in ARG and Experian commence trading at 8 a.m. * See notes to editors Sir Victor Blank, Chairman of GUS, commented: "We believe this demerger will create further value for our shareholders byenabling them to invest directly in ARG and Experian, both of which have clearstrategies for growth. We are delighted that our shareholders have given theirsupport to the demerger." Enquiries GUSDavid Tyler Group Finance Director 020 7495 0070Fay Dodds Director of Investor Relations FinsburyRupert Younger 020 7251 3801Rollo Head Notes to editors 1. Under the proposals, GUS shareholders on the register at 4.30 p.m. on Friday6 October 2006 will receive one ARG share and one Experian share in exchange foreach GUS share they hold at the time. Holders of GUS ADRs will be entitled toreceive one Experian ADR and the net proceeds of sale of their pro rataentitlement to ARG shares. The suspension of listing of and dealings in GUSshares is expected to take place at 4.30 p.m. on Friday 6 October 2006. 2. Application will be made to the FSA for the ARG shares and the Experianshares to be admitted to the Official List and will be made to the London StockExchange for such shares to be admitted to trading on the London Stock Exchange("Admission"). Dealings in ARG and Experian shares are expected to commence at8.00 a.m. on Wednesday 11 October 2006. 3. Application will be made to the London Stock Exchange to permit when issueddealings in ARG and Experian from 8.00 a.m. on 9 October until Admission. If thedemerger does not occur, all conditional dealings will be of no effect and anysuch dealings will be at the sole risk of the parties concerned. 4. The GUS Board currently expects the Experian Offer to raise approximately£800m. The Experian Offer will comprise a pre-emptive offer to existing GUSshareholders (excluding ADR holders and certain overseas shareholders, providedthat overseas institutional shareholders, other than ADR holders, will beeligible to participate where permitted) on a pro rata basis and a nonpre-emptive offer of up to 5% of Experian Group's share capital to institutionalinvestors. 5. GUS will issue an update on trading for the five months to 31 August 2006 on14 September 2006. 6. Details of the voting at the EGM held on 29 August 2006 are available on the GUS website www.gusplc.com This press release has been prepared by and is the sole responsibility of GUS. Merrill Lynch International and UBS Limited are acting as financial advisers toGUS and as sponsors to Experian and ARG and for no-one else in connection withthe demerger and Admission and will not be responsible to anyone other than GUS,Experian and ARG for providing the protections afforded to customers of MerrillLynch International and UBS Limited nor for providing advice in relation to thedemerger or Admission, or the contents of this announcement. This announcement is not an offer of securities for sale in the United States orin any other jurisdiction. These materials are not for distribution into the United States. None of thesecurities mentioned herein are being registered under the US Securities Act of1933. Securities may not be offered or sold in the United States absentregistration or an exemption from registration. No public offering of securitiesis being made in the United States. Certain statements made in this announcement are forward looking statements.Such statements are based on current expectations and are subject to a number ofrisks and uncertainties that could cause actual events or results to differmaterially from any expected future events or results referred to in theseforward looking statements. This information is provided by RNS The company news service from the London Stock Exchange