Experian Finance plc (“Experian”) hereby announces that, as part of the management of its debt maturity profile, it is willing to purchase for cancellation any and all of the outstanding £308m 6.375% Bonds due July 2009 (the “Bonds”), at a price calculated using the ME pricing function o n Bloomberg, with reference to a yield of 1.00 per cent over sterling LIBOR, where LIBOR will be the 7-month rate posted on the Thomson Reuters BBA (British Bankers Association) page (BBAM on Bloomberg) at that time. At the 7-month LIBOR rate as at 4 December 2008 of 3.8725%, this would equate to a clean price of approximately 100.80. Settlement will be for T+3 from the date of purchase and accrued interest will also be paid.
Holders of Bonds wishing to offer their Bonds for purchase by Experian should contact either their sales representative at The Royal Bank of Scotland or one of the individuals named below, up until 13:00 hours London time on Friday 12 December 2008. Experian may consider purchasing any Bonds remaining outstanding after this time, but holders should note that the pricing terms for such purchases will be subject to private treaty.
Experian will fund purchases by drawing on its $2.5 billion revolving credit facilities due 2012. At 30 November 2008, $1.2 billion of these facilities was undrawn.
As previously announced, between April and August 2008 Experian bought back and cancelled £42m of the Bonds, in private market purchases.
The Royal Bank of Scotland
020 7085 8064
020 7085 8056/3781
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by Experian to inform themselves about and to observe any such restrictions. This announcement does not constitute a solicitation of an offer to sell Bonds in any jurisdiction in which such solicitation or offer is unlawful, and offers to sell will not be accepted from Bondholders located or resident in any jurisdiction in which such solicitation or offer is unlawful.
The invitation to holders of the Bonds to offer to sell some or all of those Bonds for cash (the “Invitation”) is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and the Bonds may not be offered for sale by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of any documents or materials relating to the Invitation are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to persons located or resident in the United States. Any purported offer for sale in the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of Bonds made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted. For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
The communication of any documents or materials relating to the Invitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order)) or to other persons to whom it may lawfully be communicated in accordance with the Order.
The Invitation is not being made in the Republic of Italy (Italy). The Invitation has not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Bondholders are notified that, to the extent Bondholders are located or resident in Italy, the Invitation is not available to them and they may not tender Bonds in response to the Invitation and, as such, any Tender Instructions received from or on behalf of such persons shall be ineffective and void, and no documents or materials relating to the Invitation or the Bonds may be distributed or made available in Italy.
The Invitation is not being made, directly or indirectly, to the public in Belgium. No documents or materials relating to the Invitation have been, or will be, approved by the Belgian Banking, Finance and Insurance Commission. Accordingly, the Invitation may not be advertised and no such documents or materials may be distributed or made available in Belgium other than to institutional investors, as referred to in article 10 of the Law of 16 June 2006 on the public offer of investment instruments and the admission to trading of investment instruments on a regulated market, acting for their own account.
The Invitation is not being made, directly or indirectly, to the public in the Republic of France (France). No documents or materials relating to the Invitation have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Invitation.