GUS plc £350,000,000 5.625% Notes due 2013 Noteholder Resolution

Experian, the global information solutions business, announces that, following discussions with certain holders of the GUS 2013 notes, it has today published the form of an Extraordinary Resolution for consideration by noteholders.

In summary, the Extraordinary Resolution provides that:

  1. 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;
  2. 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
  3. 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 by written resolution of over 90% of bondholders by value (i.e. without the need for convening a formal meeting of noteholders). GUS has received confirmation from Cadwalader Wickersham & Taft (which is acting as legal adviser to an ad-hoc committee of noteholders co-ordinated by Cairn Capital and another hedge fund) that holders of 76% of the outstanding principal amount of the notes have undertaken to vote in favour of the Extraordinary Resolution. Accordingly, the form of the Extraordinary Resolution will shortly be sent by the clearing systems to all noteholders, who will be invited to vote by return through the clearing systems. If the 90% threshold is not achieved by 24 November 2006, GUS will proceed to convene a meeting of noteholders, at which a 75% majority of those voting will be sufficient to pass the Extraordinary Resolution.

Paul Brooks, Chief Financial Officer of Experian said:
“We believe that this resolution, if adopted, will represent a satisfactory outcome for all parties.”

Noteholders are advised to refer to the notice of the written resolution for the full terms and conditions of the Extraordinary Resolution. Noteholders may obtain copies of the resolution from the Principal Paying Agent, HSBC Bank plc, Corporate Trust & Loan Agency, Level 24, 8 Canada Square, London E14 5HQ.

The Notice will also be available for inspection at the UK Listing Authority’s Document Viewing Facility which is situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.


Peter Blythe Director of Corporate Finance 020 7495 0070
Cairn Capital
Deniz Akgul   020 7259 4805
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
Rollo Head   020 7251 3801