Amsterdam, The Netherlands - Further to the closing of the subscription period, Wolters Kluwer nv announces the successful placement of its EUR 600 million senior convertible bond offering. The offering was heavily oversubscribed.
The conversion price has been fixed at EUR 31.00 per depositary receipt. Each depositary receipt is issued for one ordinary share of Wolters Kluwer.
The issue price of the bonds is 100%. The coupon has been set at 1.00% per annum. The yield to maturity has been set at 2.50%, and the bonds will be redeemed at 107.88% of their principal amount on the maturity date (which is expected to be on or about November 30, 2006), unless previously redeemed, converted or purchased and cancelled.
Wolters Kluwer has granted the Joint Bookrunners, Credit Suisse First Boston and Schroder Salomon Smith Barney, on behalf of the syndicate, an option, exercisable until 30 days after the closing of the transaction ('over-allotment option'), to purchase up to an additional EUR 100 million of the offering amount.
As, if and when issued trading will commence on November 7, 2001, the first trading day after closing of the subscription period. Listing of the bonds on the Official Segment of the stock market of Euronext Amsterdam is expected to take place on or about November 30, 2001.
Payment and delivery is expected to be on or around November 30, 2001.
Goldman Sachs, ING Barings, JPMorgan and Lehman Brothers acted as Co-Lead Managers.
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.
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.