Listing prospectus dated 14 April 2000 – with reopening possibility – unconditionally and ir revocably, jointly and severally guaranteed by Reed International P.L.C., London, and Elsevier NV, Amsterdam Bor rower ’s name and address Elsevier Finance SA, Rue du Seyon 5, CH-2004 Neuchâtel, Switzerland. Guarantors’ name and address Reed International P.L.C., 25, Victoria Street, London SW1H 0EX, United Kingdom (“Reed”) Elsevier NV, Van de Sande Bakhuyzenstraat 4, 1061 AG Amsterdam, The Netherlands (“Elsevier”) Interest Rate 4.375% p.a., payable annually on 20 April, first coupon payable on 20 April 2001. Life 7 years bullet. Reopening of the Issue Elsevier Finance SA reserves the right to reopen this issue according to the terms and conditions of the Bonds. Issue price The Syndicate Banks named below have subscribed for the Bonds at 100.50% of their nominal amount (before commissions). Price for placement The price for placement of the Bonds will be fixed by the banks in accordance with supply and demand. Payment Date Swi 20 April 2000. Redemption 20 April 2007. Denomination CHF 5,000 and multiples thereof. Form of Deed The Bonds will be represented by a Global Bond Certificate. Bondholders do not have the right to request the delivery of the definitive Bonds. Covenants Pari-Passu-clause Negative pledge clause with restrictions Cross Default Clause (with threshold amount). Listing Trading at the SWX Swiss Exchange starts as from 18 April 2000 (provisional admission). Definitive Listing will be applied for on the SWX Swiss Exchange. Governing Law and Swiss law and Zurich. Jurisdiction Sales Restrictions U.S.A., U.S. persons, United Kingdom. Rating Swi On 24 February 2000, Standard & Poor’s affirmed its AA–/A-1+ rating on Reed Elsevier related entities and reiterated its negative outlook. At the same time Moody’s announced a review of its Aa3 long-term ratings for possible downgrade, the Prime 1 rating is not affected. Lead Manager Warburg Dillon Read Syndicate Banks Swi Warburg Dillon Read • Credit Suisse First Boston • Cantonalbanks of Switzerland • Group of Swiss-German Private Banks • Groupement des Banquiers Privés Genevois • Coop Bank • ABN AMRO Bank N.V., Zurich Branch • Salomon Brothers International Limited Securities number Swiss Sec. Nr.: 1066063 ISIN: CH0010660634 Warburg Dillon Read is the Investment Banking Division of UBS AG. Table of Contents Page 1. Sales Restrictions . 3 2. General Information . 4 3. Terms of the Bonds . 6 4. Guarantee . 13 5. Information on Elsevier Finance SA (the “Borrower”) . 15 6. Information on Reed International P.L.C. and Elsevier NV (“the Guarantors”) and the Reed Elsevier combined businesses . 21 7. Press Release on 27 March 2000 . 25 Annex A: Reed Elsevier Annual Reports & Financial Statements 1999 Annex B: Excerpt of the Reed Elsevier Annual Review 1998 The full Annual Review and audited financial statements for the Reed Elsevier combined businesses, Reed International P.L.C. and Elsevier NV for the year ended 31 December 1999 can be derived from the Reed Elsevier Annual Reports and Financial Statements 1999 and the Reed Elsevier Annual Review & Summary Financial Statements 1999 taken together. These documents can be downloaded from the website of Reed Elsevier: www.reed-elsevier.com or are available at the address mentioned below. Extracts are included in the information contained in this prospectus. Copies of the Prospectus as well as of the documents mentioned above are available at Warburg Dillon Read, Legal Transactions, P.O. Box, CH-8098 Zurich, Switzerland, or can be ordered by telephone (+41 1 239 47 03) and fax (+41 1 239 21 11) or by e:mail: [email protected]. 2 1. Sales Restrictions United States of America The Bonds are issued in bearer form and have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the “Securities Act”) and may not be offered or sold within the United States of America (the “United States”) or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Each of the Syndicate Banks has agreed that it will not offer, sell or deliver the Bonds within the United States and except in accordance with Regulation S, will not offer, sell or deliver the Bonds to, or for the account or benefit of, U.S. persons. The Bonds are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to, or for the account or benefit of, a U.S. person except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder. United Kingdom Each Bank represents and agrees that (i) it has not offered or sold and, prior to the date six months after the date of the issue of the Bonds, will not offer or sell any Bonds to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 and the Public Offers of Securities Regulations 1995 with respect to anything done by it in relation to the Bonds in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the issue of the Bonds if that person is a person of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996, as amended, or is a person to whom such document may otherwise lawfully be issued or passed on. General Each of the Syndicate Banks has agreed that it will observe all applicable laws and regulations in each country or jurisdiction in or from which it may acquire, offer or deliver Bonds or have in its possession or distribute this Prospectus or any other offering material. 3 2. General Information 1. Authorisation Pursuant to the resolutions of its Board of Directors passed on 2 March, 2000 and the Bond Purchase and Paying Agency Agreement, dated as of 14 April 2000 with UBS AG acting through its division Warburg Dillon Read (“Warburg Dillon Read”) and other institutions named therein, the Borrower has decided to issue 4.375% Bonds 2000–2007 of CHF 500,000,000.– to be paid on 20 April 2000 and maturing on 20 April 2007 (the “Bonds”). Warburg Dillon Read and the Syndicate Banks have agreed to underwrite the Bonds at the issue price of 100.50% and to offer the Bonds for public subscription. 2. Net Proceeds The net proceeds of the Bonds, being the amount of CHF 493,200,000.– will be applied by the Borrower for general corporate purposes. None of the Syndicate Banks shall have any responsibility for or be obliged to concern itself with the application of the net proceeds of the Bonds. 3. Representation In accordance with Article 50 of the Listing Rules of the SWX Swiss Exchange Warburg Dillon Read has been appointed by the Borrower and the Guarantors as representative to lodge the listing application with the Admission Board of the SWX Swiss Exchange. 4. Prospectus and Annual Reports This Prospectus is available in English only and does not constitute an offer of or an invitation to subscribe for or purchase any Bonds. The Prospectus as prepared by UBS AG contains all the information on the Borrower and each of the Guarantors which is material and does not contain an untrue statement of material fact and there are no other facts the omission of which would make any material statement therein misleading in any material respect. In connection with the offering of the Bonds, no person has been authorised to give any information or make any representation other than as contained in this Prospectus and if given or made, any such information or representation should not be relied upon as having been authorised by the Borrower, any of the Guarantors or any of the Syndicate Banks. Neither the delivery of this Prospectus, nor the issue of the Bonds, nor any sale thereof shall, in any circumstances, create any implication that there has been no material adverse change in the affairs of the Borrower, each of the Guarantors or the Reed Elsevier combined businesses since the date hereof. The Borrower and each of the Guarantors have agreed to provide the SWX Swiss Exchange as soon as available copies in English of, a) in the case of the Borrower its annual balance sheet and profit and loss statement together with a copy of the report of its independent auditors, or b) in the case of each Guarantor such annual reports and audited annual financial statements as are made available generally to its shareholders. Copies of the Prospectus and of the above mentioned reports are available at Warburg Dillon Read, P.O. Box, CH-8098 Zurich (Switzerland) or can be ordered by telephone (number +41-1-239 47 03) or fax (number +41-1-239 48 09) 24-hours a day. In this Prospectus, unless otherwise specified or the context otherwise requires, references to “CHF”, “Swiss Francs” or “Swiss francs” are to the lawful currency of Switzerland.