13th Nov 2006 17:25
Experian Group Limited13 November 2006 13 November 2006 Experian GUS plc £350,000,000 5.625% Notes due 2013 Noteholder Resolution Experian the global information solutions business, announces that, followingdiscussions with certain holders of the GUS 2013 notes, it has today publishedthe form of an Extraordinary Resolution for consideration by noteholders. In summary, the Extraordinary Resolution provides that: (a) it is agreed that the recent demerger of Home Retail Group plc shall not be deemed to be an event of default under the notes; (b) if there is a change of control that is accompanied by a downgrade in the notes' rating to non-investment grade, noteholders may either put their notes at par, or continue holding them and receive a 2% step-up in the coupon; and (c) upon the passing of the Extraordinary Resolution, the Issuer will pay noteholders a fee of 0.75% of the nominal amount of notes. The Trust Deed provides that an Extraordinary Resolution may be passed bywritten resolution of over 90% of bondholders by value (i.e. without the needfor convening a formal meeting of noteholders). GUS has received confirmationfrom Cadwalader Wickersham & Taft (which is acting as legal adviser to an ad-hoccommittee of noteholders co-ordinated by Cairn Capital and another hedge fund)that holders of 76% of the outstanding principal amount of the notes haveundertaken to vote in favour of the Extraordinary Resolution. Accordingly, theform of the Extraordinary Resolution will shortly be sent by the clearingsystems to all noteholders, who will be invited to vote by return through theclearing systems. If the 90% threshold is not achieved by 24 November 2006, GUSwill proceed to convene a meeting of noteholders, at which a 75% majority ofthose voting will be sufficient to pass the Extraordinary Resolution. Paul Brooks, Chief Financial Officer of Experian said "We believe that thisresolution, if adopted, will represent a satisfactory outcome for all parties". Noteholders are advised to refer to the notice of the written resolution for thefull terms and conditions of the Extraordinary Resolution. Noteholders mayobtain copies of the resolution from the Principal Paying Agent, HSBC Bank plc, Corporate Trust & Loan Agency, Level 24, 8 Canada Square, LondonE14 5HQ The Notice will also be available for inspection at the UK Listing Authority'sDocument Viewing Facility which is situated at Financial Services Authority, 25The North Colonnade, Canary Wharf, London E14 5HS. Enquiries Experian Peter Blythe Director of Corporate Finance 020 7495 0070 Cairn Capital Deniz Akgul 020 7259 4805 Cadwalader Richard Nevins Partner 020 7170 8624 James Douglas Partner 020 7170 8646 Allen & Overy LLP (legal adviser to HSBC Trustee) Morgan Krone Partner 020 7330 2410 Finsbury Rollo Head 020 7251 3801 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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