6LReed Elsevier REED ELSEVIER (INVESTMENTS) pic (incorporated with limited liability in England and Wales with registration number 05810043) £300,000,000 7.00 per cent Guaranteed Notes due 2017 unconditionally and irrevocably guaranteed jointly and severally by REED ELSEVIER PLC (incorporated with limited liability in England and Wales with registration number 00077536) and REED ELSEVIER N.V. (incorporated with limited liability in The Netherlands, Amsterdam Chamber of Commerce number 33155037) Issue price: 98.755 per cent The £300,000,000 7.00 per cent Guaranteed Notes due 2017 (the Notes) are issued by Reed Elsevier (Investments) pic (the Issuer). The payment of all amounts payable by the Issuer in respect of the Notes will be unconditionally and irrevocably guaranteed jointly and severally by Reed Elsevier PLC (REPLC) and Reed Elsevier N.V. (RENV and, together with REPLC, the Guarantors and each a Guarantor). The Notes mature on 11 December 2017. The Issuer may, at its option, redeem all, but not some only, of the Notes at any time at par plus accrued interest, in the event of certain tax changes as described under "Terms and Conditions of the Notes - Redemption and Purchase". In addition, upon the occurrence of certain events as described under "Terms and Conditions of the Notes - Redemption and Purchase", the holder of each Note will have the right to require the Issuer to redeem or purchase (or procure the purchase) of such Note at its principal amount together with accrued interest. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the UK Listing Authority and the FSMA, respectively) for the Notes to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange pic (the London Stock Exchange) for the Notes to be admitted to trading on the London Stock Exchange's regulated market (the Market). References in this Prospectus to the Notes being listed (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/ EC). An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus. The Prospectus does not describe all of the risks of an investment in the Notes. The Notes will be rated A- by Fitch Ratings Ltd (Fitch), Baal by Moody's Investors Service, Inc. (Moody's) and BBB+ by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. (S&P). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. The Notes are intended to be in new global note form and will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited on or about 31 March 2009 (the Closing Date) with a common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, societe anonyme (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after 11 May 2009 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances - see "Summary of Provisions relating to the Notes while represented by the Global Notes". The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. Joint Lead Managers BNP PARIBAS HSBC The Royal Bank of Scotland UBS Investment Bank The date of this Prospectus is 26 March 2009 This Prospectus comprises a prospectus for the purposes of Article 5.3 of the Directive 2003/71/EC (the Prospectus Directive). The Issuer and the Guarantors accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer and the Guarantors (each having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. No person is or has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the offering of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer, the Guarantors, any of the Joint Lead Managers (as denned under "Subscription and Sale" below) or the Trustee (as denned below). Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer, the Guarantors or Reed Elsevier (as defined below) since the date hereof. This Prospectus does not constitute an offer of, or an invitation by, or on behalf of, the Issuer, the Guarantors or the Joint Lead Managers to subscribe for, or purchase, any of the Notes. This Prospectus does not constitute an offer, and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful. The Joint Lead Managers and Citicorp Trustee Company Limited (the Trustee) have not separately verified the information contained or incorporated herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers (or any of them) or the Trustee as to the accuracy or completeness of the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer or the Guarantors in connection with the offering of the Notes or their distribution. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Guarantors, the Joint Lead Managers or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase any of the Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantors. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Guarantors or the Joint Lead Managers (or any of them) or the Trustee to any person to subscribe for or to purchase any Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer and/or the Guarantors is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Lead Managers and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuer or the Guarantors during the life of the Notes or to advise any investor in the Notes of any information coming to their attention. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons. For a further description of certain restrictions on the offering and sale of the Notes and on distribution of this Prospectus, see "Subscription and Sale" below. Unless the context otherwise requires, all references in this document to Reed Elsevier refer to the collective legal entities of REPLC, RENV, Reed Elsevier Group pic, Elsevier Reed Finance BV and their respective subsidiaries, joint ventures and associates. The businesses of all of the entities comprising Reed Elsevier are collectively referred to herein as the combined businesses. Reed Elsevier is not a separate legal entity. All references in this document to pounds sterling, Sterling and £ refer to the currency of the United Kingdom (the UK) and references to US dollars, U.S.$ and $ refer to the currency of the United States of America (the US).