Subscription
The subscription period will commence upon issue of this statement and end by close of business today. However, Credit Suisse First Boston and Schroder Salomon Smith Barney reserve the right to close subscription at an earlier time. The offering is being made to institutional investors outside of the US, Canada and Japan.
Terms and Conditions
The bonds will mature on or around November 30, 2006 and will pay an annual coupon of 1.00% payable annually in arrear on or about November 30 each year commencing on or about November 30, 2002. The conversion premium will be determined in the range of 30% to 35% above the price of the depositary receipts on Euronext Amsterdam at time of pricing. The yield to maturity will be determined in the range of 2.25 % to 2.75%. The final terms and conditions will be determined and announced after close of the subscription period. Unless previously converted, the convertible bonds will be redeemed at the accreted principal amount.
Wolters Kluwer may call the bonds for redemption at their accreted principal amount after three years, provided that the price of the depositary receipts is at least 130% of the conversion price for a period of 20 out of 30 consecutive trading days. The bonds will be convertible as from the 41st day after the later of the settlement date and the date of issue of any further bonds pursuant to the over-allotment option.
Payment and Settlement
The payment and settlement date is expected to be on or around November 30, 2001.
Syndicate
Wolters Kluwer has appointed Credit Suisse First Boston and Schroder Salomon Smith Barney as Joint Bookrunners and a syndicate is being formed.
Listing
Wolters Kluwer intends to list the bonds on Euronext Amsterdam. It is also expected that as, if and when issued trading will commence on the first trading day after closing of the subscription period. It is expected that official dealings in the convertible unsubordinated bonds will commence on or about the settlement date.
Use of proceeds
Wolters Kluwer will use the net proceeds from this convertible bond issue to refinance existing bank facilities, as well as for general corporate purposes.
Overview
Created in 1836, Wolters Kluwer was a pioneer of the Dutch publishing industry. The Amsterdam based company is now one of the leading professional publishers in Europe, North America and Asia Pacific, with key divisions covering legal, tax and business information, medical and scientific information, and education. Legal, tax and business information accounts for 70% of sales.
Current Trading
The Wolters Kluwer business is not characterised by a high degree of correlation with overall levels of economic activity. Wolters Kluwer has historically derived only approximately 5% of revenues from advertising. Accordingly, while Wolters Kluwer believes that there will be an impact on sales from the current economic slowdown, as exacerbated by the recent terrorist attacks, Wolters Kluwer expects that this will be limited. Based on current trading, Wolters Kluwer sees no reason to change its outlook for the year 2001, originally published on March 27, and continues to expect an increase in ordinary net income, before amortization of intangible fixed assets, of approximately 5%, at constant currencies.
Wolters Kluwer's financial results for the year ending December 31, 2001 will be announced on March 19, 2002.
Other
The dilutive effect of the issue of the Bonds will be offset by, inter alia, cost savings arising from (i) the fact that the interest expense arising under the Bonds is less than that under current indebtedness which the issue proceeds will be used to repay and (ii) favourable tax treatment on the expected use of the issue proceeds by Wolters Kluwer within its group.
According to the present Articles of Association the holders of depositary receipts have the right to attend and speak at shareholder meetings. In order to vote at such meetings, holders of depositary receipts must obtain a proxy from the Stichting Administratiekantoor Wolters Kluwer (Wolters Kluwer Trust Office) that issues the depositary receipts. A holder of depositary receipts may, however, only receive such a proxy for up to 2% of the issued and outstanding share capital and will not be able to vote any depositary receipts held issued for shares in excess of that amount. Wolters Kluwer is currently in the process of preparing changes in its Articles of Association in order, among other matters, to remove the 2% voting restriction. These proposals are expected to be put forward to an Extraordinary Shareholders Meeting planned for 6th December 2001.
This is not an offer of securities for sale in the United States. The securities are not being registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such 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 Wolters Kluwer nv and that will contain detailed information about Wolters Kluwer nv and its management, as well as its financial statements.
Stabilisation/FSA.
This document is issued by Wolters Kluwer nv ("the Company") and has been approved by Credit Suisse First Boston (Europe) Limited ("CSFB") and Schroder Salomon Smith Barney ("SSSB") (which are regulated by the Securities and Futures Authority) solely for the purposes of Section 57 of the Financial Services Act 1986.
The information in this document has been provided by the Company and has not been verified by CSFB or SSSB. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by CSFB or SSSB or by any of their respective officers, servants or agents as to or in relation to the accuracy or completeness of this document, or any other written or oral information made available to any interested party or its advisers and any liability therefor is hereby expressly disclaimed.
This document has been prepared for information purposes only and is not to be relied upon in substitution for the exercise of independent judgement. It is not intended as investment advice, and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to purchase, any securities nor a recommendation to enter into any transaction; nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. Before entering into any transaction you should take steps to ensure that you understand the transaction and have made an independent assessment of the appropriateness of the transaction in light of your own objectives and circumstances, including the possible risks and benefits of entering into such a transaction. You should also consider seeking advice from your own advisers in making this assessment. The binding conditions of the offering will be published in an offering circular or prospectus subsequent to the date hereof. The decision to purchase any of the securities mentioned in this document should be made only on the basis of an offering circular or a prospectus to be issued in connection with the offering, and not this document. Information or opinions contained herein have been compiled from sources believed to be reliable, but neither CSFB nor SSSB nor any of their respective subsidiaries and affiliates accepts liability for any loss arising from the use hereof or makes any representation as to its accuracy or completeness. The information contained herein is subject to change without notice. This document may not be reproduced or redistributed to any other person.
Certain statements contained in this press release constitute "forward looking statements". These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect management's beliefs and expectations and are subject to risks and uncertainties that may cause actual results to differ materially. As a result, readers are cautioned not to place undue reliance on such forward looking statements. The Company disclaims any obligation to update its view of such risks and uncertainties or to publicly announce the result of any revisions to the forward looking statements made herein, except where it would be required to do so under applicable law.
Schroder Salomon Smith Barney is the trading name of Salomon Brothers International Limited. Schroder is a trademark of Schroders Holdings plc and is used under licence by Salomon Brothers International Limited.
Press contacts:
Press Eric HeresTel: +31 20 60 70 335 e-mail: info@wolterskluwer.com (press)
Analysts/Investors Annie Hull-BomTel: +31 20 60 70 407 e-mail: ir@wolterskluwer.com (investor relations)
Credit Suisse First Boston John McAvoyTel: +44 20 7888 6469 Willem BoschTel: +31 20 57 54 409
Schroder Salomon Smith Barney
Susan LewisTel: +44 20 7986 4000
Paul StaplesTel: +44 20 7986 4000 |