Gusbourne Regulatory News (GUS)

22 May 2006 08:03

GUS PLC22 May 2006 GUS plc Consent Solicitation Statement and Notices of Meetings to Noteholders GUS plc today provided notices of meetings (the "Notices of Meetings") toholders of its three outstanding bonds - EUR600m 4.125% Notes due 2007 (of which EUR568m is currently outstanding, ISIN: XS0162821119, the "2007 Notes") - STG350m 6.375% Bonds due 2009 (ISIN: XS0099323999, the "2009 Notes") - STG350m 5.625% Notes due 2013 (ISIN: XS0162820228, the "2013 Notes" and together with the 2007 Notes and 2009 Notes, the "Notes") for the purpose of considering certain proposed amendments to the terms andconditions of the Notes. Approval for these amendments will be sought by way ofExtraordinary Resolutions to be considered and if thought fit approved inmeetings of holders to be held on 13 June 2006. These resolutions are detailedin a Consent Solicitation Statement and Notices of Meetings dated 22 May 2006. On 28 March 2006, GUS announced plans to demerge its two businesses, ArgosRetail Group ("ARG") and Experian, and to raise new share capital in Experian.An extract from the announcement is set out below: "GUS plc, the retail and business services group, today announces the next stepsin its plans forthe separation of its two remaining businesses, Argos RetailGroup (ARG) and Experian. The Board of GUS proposes, subject to shareholder approval, that the twobusinesses should be separated by means of a demerger, with both ARG andExperian becoming independently listed on the London Stock Exchange. This isexpected to take place in six to twelve months time. It is also planned, subject to market conditions, that at the time of thedemerger Experian will issue new shares listed on the London Stock Exchange to acombination of existing GUS shareholders and new investors. This will enableboth ARG and Experian to have strong balance sheets and to continue to invest infurther growth initiatives. At this preliminary stage, GUS currently estimatesthat the issue of new Experian shares will comprise approximately 10% to 15% ofExperian's ordinary share capital." On or about Wednesday 24 May 2006, GUS expects to publish its annualconsolidated financial results as at, and for the year ended, 31 March 2006.These results will be posted at www.gusplc.com, where further information inrelation to GUS and its subsidiaries, including Experian, can be found. In order to address any potential concerns which Noteholders may have as aresult of the demerger, GUS has decided to submit the following proposals to theNoteholders: (a) the outstanding 2007 Notes, 2009 Notes and 2013 Notes will remain obligations of the issuer, which after the demerger will be a part of Experian. GUS believes that this will address certain concerns within the credit default swap market. Upon the demerger becoming effective, the issuer will continue to control Experian's operational assets; (b) a change of control clause providing a put option in favour of the Noteholders arising upon a change of control of the issuer or its holding company will be inserted into the terms and conditions of the Notes. The terms of the change of control clause are set out in full in Appendix B to the Consent Solicitation Statement; (c) Condition 13 of the 2007 Notes and the 2013 Notes and Condition 9 of the 2009 Notes will be amended to address any potential uncertainty in the interpretation of those Conditions and to clarify that the demerger (and matters relating thereto) will not comprise an event of default under the Notes; and (d) the following Instruction Fees (expressed as a percentage of the principal amount of the Notes held by such Noteholders and which are voted in respect of the relevant Extraordinary Resolution) will be paid to each Noteholder who votes in respect of the proposals set out in the relevant Extraordinary Resolution, subject to the passing of that Extraordinary Resolution: Early Instruction Late Fee * Instruction Fee ------------- -------------2007 Notes 0.25% 0.125%2009 Notes 0.50% 0.25%2013 Notes 0.50% 0.25% * The Early Instruction Fee will be paid only to those Noteholders who deliver(and do not subsequently revoke) Electronic Voting Instructions prior to 4.00p.m. on 2 June 2006, subject to the passing of the Extraordinary Resolution inrespect of which such Electronic Voting Instructions have been given. GUS is submitting the proposals to the holders of each of the 2007 Notes, the2009 Notes and the 2013 Notes. The proposals are submitted separately in respectof each issue of the Notes. The passing of an Extraordinary Resolution inrespect of one issue of the Notes is not conditional upon the passing of anExtraordinary Resolution in respect of either of the other issues of the Notes. Expected timetableEvent 2006--------------------------- ---------------------Announcement of Proposals and Notices Monday 22 Mayof Meetings to be given toNoteholders Latest time and date for delivery of Before 4.00 p.m. on Friday 2 JuneElectronic Voting Instructions throughthe Clearing Systems to receive theEarly Instruction Fee Latest time and date for delivery of 5.00 p.m. on Thursday 8 JuneElectronic Voting Instructions throughthe Clearing Systems to receive theLate Instruction Fee Time and date of the 2007 Meeting, the 11.00 a.m. for the 2007 Meeting,2009 Meeting and the 2013 Meeting 11.15 a.m. for the 2009 Meeting or if later, immediately following the conclusion of the 2007 Meeting, and 11.30 a.m. for the 2013 Meeting, or if later, immediately following the conclusion of the 2009 Meeting, in each case on Tuesday 13 June Notices of Results of the Meetings to Wednesday 14 Junebe given to Noteholders Noteholders are advised to refer to the Consent Solicitation Statement and Notices of Meetings for the full terms of and procedures relating to the proposed amendments. Joint Solicitation Agents: Merrill Lynch: Asar Mashkoor +44 20 7995 3715UBS: Duane Hebert +44 20 7567 7480 Noteholders may obtain copies of the Consent Solicitation Statement from the Tabulation Agent,Lucid Issuer Services Limited at +44 20 7704 0880 or by email at gus@lucid-is.com. The Notices of Meetings are also available for inspection at the UK ListingAuthority's Document Viewing Facility which is located at:Financial Services Authority 25 The North ColonnadeCanary WharfLondonE14 5HS This information is provided by RNS The company news service from the London Stock Exchange