International Off.of Shares
Reed International PLC
Elsevier NV
29 November 2000
NOT FOR DISTRIBUTION OR TRANSMISSION INTO THE UNITED STATES, CANADA OR JAPAN
Issued by Reed International P.L.C. and Elsevier NV
International Offering of shares by Reed International P.L.C. and Elsevier NV
Reed International P.L.C. ('Reed International') and Elsevier NV ('Elsevier')
today announce an International Offering ('the Offering') of up to 98.87
million new ordinary shares in Reed International (representing approximately
8.6%) of its issued ordinary share capital and up to 57.61 million new
ordinary shares in Elsevier (representing approximately 8.6%) of its issued
ordinary share capital). This would raise approximately £1.2 billion ($1.7
billion/Euro2.0 billion) based on the closing prices of Reed International and
Elsevier on Tuesday 28 November of 648 pence and Euro15.38 respectively. In
each case, the ordinary shares will be offered in the form of ordinary shares
and American Depositary Shares ('ADSs'). 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.
Reed International and Elsevier have granted to ABN AMRO Rothschild, Cazenove
& Co. ('Cazenove') and Morgan Stanley Dean Witter, in their capacity as joint
bookrunners, joint lead managers and underwriters of the Offering,
over-allotment options of up to 14.83 million additional new ordinary shares
in Reed International and up to 8.65 million additional new ordinary shares in
Elsevier.
The entire Offering, including the over-allotment options, will not exceed
9.9% of the issued ordinary share capital of both companies.
Reed International and Elsevier have also issued today two further press
releases: a trading update, which gives details of current trading
performance; and an announcement of the appointment of Gerard van de Aast as
the chief executive officer of Reed Elsevier's business to business division.
Reason for the Offering: The Harcourt Acquisition
On 27 October 2000 Reed International and Elsevier announced that Reed
Elsevier plc ('Reed Elsevier') had signed a definitive agreement to make a
cash tender offer for the whole of the issued share capital of Harcourt
General Inc ('Harcourt') for $4.45 billion (£3.08 billion/ Euro5.33 billion).
It was also announced that agreement had been reached with The Thomson
Corporation ('Thomson') for the on-sale to Thomson of Harcourt's Higher
Education and certain Corporate and Professional Services businesses for
pre-tax proceeds of $2.06 billion (£1.42 billion/ Euro2.46 billion) (the
'on-sale').
Following completion of the acquisition and the on-sale, Reed Elsevier will
have acquired Harcourt's Scientific, Technical and Medical business and its
K-12 Schools Educational and Testing businesses for a net cost of
approximately $4.5 billion (£3.10 billion/ Euro5.37 billion), after taking
into account $1.2 billion (£0.83 billion/ Euro1.43 billion) of estimated net
debt and $0.3 billion (£0.21 billion/ Euro0.36 billion) of corporate
liabilities assumed and $0.15 billion (£0.10 billion/ Euro0.17 billion) of
reorganisation and transaction costs.
Reed International and Elsevier announced in October that Reed Elsevier
planned to finance the acquisition initially through $6.5 billion (£4.47
billion/ Euro7.74 billion) of new bank facilities but that it was intended to
re-finance those bank facilities in due course through the issuance of term
debt securities and that consideration would be given to issuing new equity of
up to 10% of the issued share capital of the two companies, subject to market
conditions.
Reed International and Elsevier are today announcing their intention to issue
equity in the equalisation ratio in accordance with the equalisation
arrangements between the two companies after taking into account the balance
of economic interest between the two sets of ordinary shareholders.
It is expected that the acquisition of Harcourt and the on-sale to Thomson
will be completed in early 2001, subject to customary regulatory approvals.
The Offering is not conditional on completion of the acquisition or the
on-sale.
Use of proceeds
The purpose of the Offering is to reduce the debt that would otherwise be
required to finance Reed Elsevier's acquisition of the Harcourt businesses,
maintain its strong balance sheet and position Reed Elsevier to take advantage
of opportunities in the markets in which it operates.
In the unlikely event that Reed Elsevier does not acquire the Harcourt
businesses, Reed International and Elsevier intend to use the proceeds of the
Offering for working capital and other general corporate purposes, including
further investments and acquisitions.
Details of the Offering
The Offering will be effected by way of an accelerated bookbuilt offering of
up to 98.87 million new ordinary shares of nominal value 12.5 pence of Reed
International and up to 57.61 million new ordinary shares of nominal value
Euro0.06 of Elsevier. The offering price for each of Reed International and
Elsevier in respect of the ordinary shares and the ADSs being offered will be
decided at the close of the accelerated bookbuilding period.
The books will open with immediate effect. The books are expected to close at
the close of business on Thursday, 30 November 2000 and pricing and
allocations are expected to be announced on Friday, 1 December 2000. The
closing of the books, pricing and allocations however may be accelerated at
the absolute discretion of ABN AMRO Rothschild, Cazenove and Morgan Stanley
Dean Witter.
The Offering will be made into the United States following the filing of a
joint registration statement by Reed International and Elsevier with the US
Securities and Exchange Commission. Copies of this document are available on
request from Reed International and Elsevier.
The Offering is being conducted by ABN AMRO Rothschild, Cazenove and Morgan
Stanley Dean Witter as joint bookrunners, joint lead managers and
underwriters.
In connection with the Offering, Reed International and Elsevier have each
agreed to grant to ABN AMRO Rothschild, Cazenove 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 Reed International and Elsevier new ordinary shares will, when admitted to
listing, rank pari passu with the existing issued ordinary shares of Reed
International and Elsevier respectively and confer the same dividend rights as
those ordinary shares. The new ADSs will rank pari passu with the existing
ADSs of Reed International and Elsevier respectively, and confer the same
rights as those ADSs.
Payment and delivery for the new ordinary shares allocated in the bookbuild
process will be made three days after allocation (i.e. on a T+3 basis) for
both Reed International and Elsevier and dealings in the new ordinary shares
and the ADSs are expected to commence on this date. The Reed International
ordinary shares will be delivered through CREST. The Elsevier ordinary shares
will be delivered in book-entry form through the facilities of NECIGEF,
Euroclear and Clearstream. The ADSs of both companies will be delivered
through the facilities of The Depository Trust Company.
Application has been made for the new ordinary shares of Reed International
and Elsevier to be admitted to the Official List of the UK Listing Authority
and for admission to trading on the London Stock Exchange. Application has
been made to Euronext Amsterdam N.V. for the new ordinary shares of Elsevier
and Reed International to be admitted to listing on the Official Segment of
the stock market of Euronext Amsterdam N.V. 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
Offering is conditional on these applications being accepted.
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
Stabilisation/FSA
The making of an offer in, or to residents or citizens of, certain
jurisdictions ('Foreign Shareholders') may be restricted by laws of the
relevant jurisdictions. Foreign Shareholders should inform themselves about
and observe any such applicable legal requirements in their respective
jurisdictions.
This document has been issued by and is the sole responsibility of Reed
International and Elsevier and has been approved solely for the purposes of
Section 57 of the Financial Services Act 1986 by ABN AMRO Bank N.V., Cazenove
& Co., and Morgan Stanley & Co. Ltd.
This announcement contains forward-looking statements within the meaning of
Section 27A of the US Securities Exchange Act of 1933, as amended (the
'Securities Act') and Section 21E of the US Securities Exchange Act of 1934,
as amended. These statements concern future matters, such as the timing of
the acquisition of Harcourt. The forward-looking statements are based on the
current expectations of the management of Reed International and Elsevier and
are subject to risks and uncertainties, and actual results might differ
materially from the results discussed in the forward-looking statements.
Factors which may cause future outcomes to differ from those foreseen in
forward-looking statements include, but are not limited to, general economic
conditions and business conditions in Reed Elsevier's markets, customers'
acceptance of its products and services, the actions of competitors, changes
in law and legal interpretation affecting Reed Elsevier's intellectual
property rights, and the impact of technological change. Reed International
and Elsevier are not under any obligation (and each expressly disclaims any
such obligation) to update or alter its forward-looking statement whether as a
result of new information, future events or otherwise.
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.
In the United Kingdom, the Offering is being made only to persons of a type
falling within paragraph 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996.
ABN AMRO Rothschild, part of ABN AMRO Bank N.V. which is regulated by The
Securities and Futures Authority Limited for the conduct of investment
business in the United Kingdom, is acting exclusively for Reed International
and Elsevier and no-one else in connection with the Offering and will not be
responsible to anyone other than Reed International and Elsevier for providing
the protections afforded to customers of ABN AMRO Bank N.V., a member of the
ABN AMRO Group, or for giving advice in relation to the Offering.
ABN AMRO Rothschild is a joint venture between ABN AMRO Bank N.V. and N M
Rothschild & Sons Limited ('NMR'). ABN AMRO Bank N.V. is regulated by The
Securities and Futures Authority Limited ('SFA') for the conduct of investment
business in the U.K. NMR is regulated by the SFA.
Cazenove, which is regulated by The Securities and Futures Authority Limited,
is acting exclusively for Reed International and Elsevier and no-one else in
connection with the Offering, and will not be responsible to anyone other than
Reed International and Elsevier for providing the protections afforded to
customers of Cazenove, or for giving advice in relation to the Offering.
Morgan Stanley & Co. Ltd., which is regulated by The Securities and Futures
Authority Limited, is acting exclusively for Reed International and Elsevier
and no-one else in connection with the Offering and will not be responsible to
anyone other than Reed International and Elsevier for providing the
protections afforded to customers of Morgan Stanley Dean Witter, or for giving
advice in relation to the Offering.
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