Firm public offer for 6.125% bonds 2000 due 2005 and 5.50% bonds 1999 due 2006
Wolters Kluwer as from 31 October 2003 will make a firm public offer in respect of its €550 million 6.125% bonds 2000 due 2005 and €750 million 5.50% bonds 1999 due 2006. The details of the public offer as described below, will be announced via a separate advertisement on 31 October 2003 and are subject to the terms and conditions of the information memorandum dated 31 October 2003.
Wolters Kluwer as from 31 October 2003 will make a firm public offer in respect of its €550 million 6.125% bonds 2000 due 2005 and €750 million 5.50% bonds 1999 due 2006. The details of the public offer as described below, will be announced via a separate advertisement on 31 October 2003 and are subject to the terms and conditions of the information memorandum dated 31 October 2003.
Dealer Managers for the public offer
The dealer managers in relation to the intended firm public offers for the 6.125% bonds 2000 due 2005 and the 5.50% bonds 1999 due 2006 will be Credit Suisse First Boston (Europe) Limited and Rabobank International.
The dealer managers in relation to the intended firm public offers for the 6.125% bonds 2000 due 2005 and the 5.50% bonds 1999 due 2006 will be Credit Suisse First Boston (Europe) Limited and Rabobank International.
Public offer for 1.00% convertible unsubordinated bonds 2001 due 2006
Wolters Kluwer also intends to make a public offer for its €700 million 1.00% convertible unsubordinated bonds 2001 due 2006. Further details of the public offer, if made, are expected to be announced on 7 November 2003. The public offer for the convertible bonds will be subject to the anticipated issue of the new Euro denominated bond as described below and the then prevailing market price of the convertible bonds as well as to the terms and other conditions contained in the relevant information memorandum expected to be available on 7 November 2003.
Wolters Kluwer also intends to make a public offer for its €700 million 1.00% convertible unsubordinated bonds 2001 due 2006. Further details of the public offer, if made, are expected to be announced on 7 November 2003. The public offer for the convertible bonds will be subject to the anticipated issue of the new Euro denominated bond as described below and the then prevailing market price of the convertible bonds as well as to the terms and other conditions contained in the relevant information memorandum expected to be available on 7 November 2003.
New Euro denominated bond
Wolters Kluwer has mandated Credit Suisse First Boston (Europe) Limited and a selected group of banks to act as joint lead managers for an intended issue of new Euro denominated bond, subject to market conditions. The Company intends to hold meetings with fixed income investors on 13 November 2003 and 14 November 2003, and price the transaction the following week.
Wolters Kluwer has mandated Credit Suisse First Boston (Europe) Limited and a selected group of banks to act as joint lead managers for an intended issue of new Euro denominated bond, subject to market conditions. The Company intends to hold meetings with fixed income investors on 13 November 2003 and 14 November 2003, and price the transaction the following week.
Details of firm public offer for 6.125% bonds 2000 due 2005 and 5.50% bonds 1999 due 2006 (together, the "Bonds")
Wolters Kluwer from 31 October 2003 invites holders of the Bonds to tender their bonds up to 17:00 hours, Central European time, on 14 November 2003. Tenders must be made in the manner further specified in the Information Memorandum that will be available as of 31 October 2003.
The purchase price for the Bonds will represent a gross redemption yield of the relevant Bonds, if they were to be purchased for settlement on the settlement date which is expected to be 20 November 2003, equal to the gross redemption yield of the relevant benchmark government bonds (see below), plus the relevant tender spread (see below). The gross redemption yield of the benchmark government bonds will be calculated on the basis of their middle market prices as reported on Bloomberg at 09:00 hours, Central European time, on 17 November 2003, the Pricing Date. In addition, the Company will pay accrued interest up to but excluding the expected settlement date.
|
Bonds |
Outstanding principal amount |
Interest rate |
Maturity of Bond |
Benchmark government Bond |
Tender spread |
|||||||||||||||||
|
2005 Bonds |
EURO 550,000,000 |
6.13% |
15-Dec-05 |
OBL 5% due 19 August 2005 |
0.30% |
|||||||||||||||||
| 2006 Bonds |
EURO 750,000,000 |
5.50% |
22-Sep-06 |
DBR 6.25% due 26 April 2006 |
0.35% |
|||||||||||||||||
Under the terms and conditions of the cash offer for the Bonds, if all Bonds validly tendered by holders of the Bonds to Wolters Kluwer in the aggregate principal amount exceeds € 910,000,000 (the "Purchase Amount"), all Bonds tendered under the cash offer for the Bonds may be purchased, at Wolters Kluwer's sole discretion, on an equally pro rated basis in the manner set forth in the information memorandum available as of 31 October 2003.
Further information
Additional information concerning the terms and conditions of the public offers and the new issue will be made available, in addition to the relevant information memoranda and the prospectus for the new issue, through advertisements in Het Financieele Dagblad, De Telegraaf and Tageblatt. Additional information regarding the terms of the offer for the Bonds, including all questions relating to mechanics may be obtained by contacting the dealer managers, Credit Suisse First Boston (Europe) Limited at +44(0)207 883 5423 / 6748 or Rabobank International at +31(0)302162950. The tender agent, Deutsche Bank, may be contacted at +44(0)207547 5000. Copies of the information memorandum will be available at the tender agent and Wolters Kluwer +31(0)20 6070 459 as of 31 October 2003.
Additional information concerning the terms and conditions of the public offers and the new issue will be made available, in addition to the relevant information memoranda and the prospectus for the new issue, through advertisements in Het Financieele Dagblad, De Telegraaf and Tageblatt. Additional information regarding the terms of the offer for the Bonds, including all questions relating to mechanics may be obtained by contacting the dealer managers, Credit Suisse First Boston (Europe) Limited at +44(0)207 883 5423 / 6748 or Rabobank International at +31(0)302162950. The tender agent, Deutsche Bank, may be contacted at +44(0)207547 5000. Copies of the information memorandum will be available at the tender agent and Wolters Kluwer +31(0)20 6070 459 as of 31 October 2003.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities.
The offer for the Bonds is not being made (i) within Japan, Canada, Australia or the United States, (ii) to U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended) or (iii) to any resident of Japan, Canada or Australia. Under no circumstances shall this notice constitute an offer to sell debt securities or the solicitation of an offer to buy or subscribe for debt securities in any jurisdiction in which such offer or solicitation of an offer is unlawful.
Forward-looking statement
This announcement might contain forward-looking statements. These statements may be identified by words such as 'expect', 'should', 'could', 'shall', and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what is expected presently. Factors leading thereto may include without limitations general economic conditions, conditions in the capital markets, conditions in the markets in which Wolters Kluwer is engaged, behaviour of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules affecting Wolters Kluwer's businesses.
This announcement might contain forward-looking statements. These statements may be identified by words such as 'expect', 'should', 'could', 'shall', and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what is expected presently. Factors leading thereto may include without limitations general economic conditions, conditions in the capital markets, conditions in the markets in which Wolters Kluwer is engaged, behaviour of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules affecting Wolters Kluwer's businesses.
Note for the editor
Wolters Kluwer (Euronext Amsterdam: WKL), is a leading multinational information services company based in the Netherlands. The company's core markets are Health, Tax, Accounting, Corporate & Financial Services,
Wolters Kluwer (Euronext Amsterdam: WKL), is a leading multinational information services company based in the Netherlands. The company's core markets are Health, Tax, Accounting, Corporate & Financial Services,
Legal/Regulatory and Education. Wolters Kluwer has annual revenues (2002) of more than € 3.9 billion, employing almost 20,000 people and activities in Europe, North America, and Asia Pacific. Wolters Kluwer depositary receipts of shares are quoted on the Euronext Amsterdam and are included in the AEX and Euronext 100 indices.
www.wolterskluwer.com
Financial publication calendar:
Trading update 3rd quarter - November 12, 2003
Preliminary figures full year 2003 - January 2004
Results full year 2003 - March 8, 2004
Trading update 3rd quarter - November 12, 2003
Preliminary figures full year 2003 - January 2004
Results full year 2003 - March 8, 2004