The Elsevier R-Shares are not listed and are only held by Reed Holding BV. Each R-Share is convertible into 10 Elsevier ordinary shares and, accordingly, the price of issue reflects the Elsevier ordinary share price at the close of business yesterday.
The issue of Elsevier R-Shares follows the placing of Reed International and Elsevier ordinary shares in November 2000 such that Reed International’s indirect equity interest in Elsevier’s share capital represented by the R-Shares is maintained at 5.8% on a fully diluted basis. This reflects the respective economic interests of the shareholders of Reed International and Elsevier in the combined businesses, represented by the equalisation arrangements. The equalisation ratio is unaffected.
Reed International is funding the subscription for Elsevier R-Shares out of the proceeds of the November 2000 issue of Reed International ordinary shares.