ELM B.V. Elsevier Finance SA

Transcription

1 Level: 8 From: 8 Thursday, March 26, :56 eprint Intro Prospectus ELM B.V. (Incorporated for an unlimited duration with limited liability in The Netherlands and having its corporate seat in Amsterdam, The Netherlands) 600,000, per cent. Secured Notes due 2013 secured over the 600,000, per cent. Guaranteed Loan Notes due 2013 of Elsevier Finance SA guaranteed on a joint and several basis by Reed Elsevier PLC and Reed Elsevier N.V. Joint-Lead Managers BNP PARIBAS The Royal Bank of Scotland UBS Investment Bank The date of this Prospectus is 30 March 2009

2 Level: 8 From: 8 Thursday, March 26, :16 eprint Intro This Prospectus (as used herein, this Prospectus ) is prepared in connection with the EUR 15,000,000,000 Secured Note Programme (the Programme ) of ELM B.V. (the Issuer ) and is issued in conjunction with, and incorporates by reference, the contents of the Programme Memorandum dated 13 May 2008 relating to the Programme (the Programme Memorandum ). This document should be read in conjunction with the Programme Memorandum and constitutes a prospectus for the purposes of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland and Directive 2003/71/EC (the Prospectus Directive ). Save where the context otherwise requires, terms defined in the Programme Memorandum have the same meaning when used in this Prospectus. This Prospectus may only be used for the purposes for which it has been published. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), such information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act ) and are subject to U.S. tax law requirements, and may not be offered or sold in the United States (as defined in Regulation S ( Regulation S ) under the Securities Act) or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S) unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. For a description of certain restrictions on offers and sales of the Notes and on the distribution of this Prospectus, see Subscription and Sale below and the section of the Programme Memorandum entitled Subscription and Sale. None of BNP Paribas, The Royal Bank of Scotland plc or UBS Limited (together the Managers ) nor the Trustee has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is or will be made and no responsibility or liability is or will be accepted by the Trustee or the Managers as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer in connection with the Notes. No person is, has been or will be authorised to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Trustee or the Managers or any other person. Neither this Prospectus nor any other information supplied in connection with the Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or as constituting an invitation or offer by the Issuer, the Trustee or the Managers that any recipient of this Prospectus or other information supplied in connection with the Notes should purchase any 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, Elsevier Finance SA as the issuer of the Charged Loan Notes ( Charged Assets Issuer ) and Reed Elsevier PLC and Reed Elsevier N.V. as joint and several guarantors of the Charged Loan Notes (each, a Charged Assets Guarantor and together, the Charged Assets Guarantors ). Neither this Prospectus nor any other information supplied in connection with the Notes constitutes an offer or invitation by or on behalf of the Issuer, the Trustee or the Managers or any other person to any person to subscribe for or to purchase the Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall at any time or in any circumstances imply that the information contained herein or therein concerning the Issuer, the Charged Assets, the Charged Assets Issuer and the Charged Assets Guarantors is correct at any time subsequent to the date hereof or thereof (as the case may be) or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Trustee and the Managers expressly do not undertake to review the financial condition or affairs of the Issuer, the Charged Assets Issuer or the Charged Assets Guarantors while the Notes are outstanding. Investors contemplating purchasing any Notes should review, inter alia, the most recent financial statements, if any, of the Issuer, the Charged Assets Issuer and the Charged Assets Guarantors when deciding whether or not to purchase any Notes. 2

3 Level: 8 From: 8 Thursday, March 26, :16 eprint Intro This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Trustee and the Managers do not and will not represent that this Prospectus may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been or will be taken by the Issuer, the Trustee or the Managers which would permit a public offering of the Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published, in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or Notes come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Prospectus and the offer and sale of Notes in the United States (or to or for the account or benefit of U.S. persons), the United Kingdom, The Netherlands and other jurisdictions (see Subscription and Sale below and the section of the Programme Memorandum entitled Subscription and Sale ). This document is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Articles 49(2)(a) to (d) ( high net worth companies, unincorporated associations etc. ) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as relevant persons ). This document must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws or the laws of any such other jurisdictions. The Notes will be issued in bearer form and therefore 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 United States persons, 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 the regulations promulgated thereunder. Any prospective purchaser of the Notes should ensure that it understands the nature of the Notes and the extent of its exposure to risk and that it considers the suitability of the Notes as an investment in the light of its own circumstances and financial condition. In particular, the Notes are secured limited recourse securities, the value and return in respect of which is dependent on the performance of the Charged Assets. Accordingly, among other risks, investors will be exposed to the credit risk of the Charged Assets Issuer, the Charged Assets Guarantors and the terms of the Charged Assets. Prospective purchasers of Notes must read all of this Prospectus (including the document annexed to this Prospectus and the Programme Memorandum incorporated by reference herein), paying particular attention to the section of this Prospectus entitled Risk Factors and the section of the offering memorandum relating to the Charged Assets annexed to, and forming part of, this Prospectus entitled Risk Factors. This Prospectus has been approved by the Irish Financial Services Regulatory Authority (the Financial Regulator ), as competent authority under the Prospectus Directive. The Financial Regulator only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the official list and trading on its regulated market. All references in this Prospectus to euro, EUR and are to the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community (signed in Rome on 25 March 1957), as amended by the Treaty on European Union 3

4 Level: 8 From: 8 Thursday, March 26, :16 eprint Intro (signed in Maastricht on 07 February 1992), as amended by the Treaty of Amsterdam (signed on 02 October 1997) and as amended by the Treaty of Nice (signed on 26 February 2001). The language of the prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. In connection with the issue of the Notes UBS Limited (the Stabilising Manager ) (or any persons acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. 4

5 Level: 8 From: 8 Thursday, March 26, :16 eprint Intro TABLE OF CONTENTS RISK FACTORS... 6 TERMS OF THE NOTES USE OF PROCEEDS SWISS TAXATION SUBSCRIPTION AND SALE GENERAL INFORMATION ANNEX... A-1 5

6 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 01 RISK FACTORS Investor Suitability The purchase of the Notes may involve substantial risks. Each prospective purchaser of the Notes should be familiar with instruments having characteristics similar to the Notes and should fully understand the terms of the Notes and the nature and extent of its exposure to risk of loss. Before making an investment decision, prospective purchasers of the Notes should conduct such independent investigation and analysis regarding the Issuer, the Charged Assets Issuer, the Charged Assets Guarantors and all other relevant persons and such market and economic factors as they deem appropriate to evaluate the merits and risks of an investment in the Notes. However, as part of such independent investigation and analysis, prospective purchasers of the Notes should consider carefully all the information set out in this Prospectus (including the information memorandum in relation to the Charged Assets (the Charged Assets Information Memorandum ) annexed to, and forming part of, this Prospectus and the Programme Memorandum incorporated by reference into this Prospectus) and the considerations set out below. Investment in the Notes is only suitable for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the information contained in this Prospectus (including the information annexed to and incorporated by reference in this Prospectus) and the merits and risks of an investment in the Notes in the context of the investor s own financial circumstances and investment objectives. No assurance as to the availability of a secondary market for the Notes can be given. Prospective purchasers of the Notes should therefore recognise that they may not be able to make any transfer of the Notes for a substantial period of time, if at all. Investment in the Notes is therefore only suitable for investors who are capable of bearing the economic risk of an investment in the Notes for their full term and are not acquiring the Notes with a view to a potential resale, distribution or other disposition at some future date. None of the Issuer, the Trustee or the Managers nor any affiliate of any of them or other person on their behalf has made any investigation of, or makes any representation or warranty, express or implied, as to (i) the credit quality or transferability of the Charged Assets, (ii) the existence or financial or other condition of the Charged Assets Issuer, the Charged Assets Guarantors or the Charged Assets or (iii) whether the Charged Assets constitute legal, valid and binding obligations of the Charged Assets Issuer and/or the Charged Assets Guarantors. Investment Considerations Associated with the Charged Assets The Charged Assets in respect of the Notes comprise unsecured 600,000, per cent. Guaranteed Loan Notes due 2013 (the Charged Loan Notes ) issued by Elsevier Finance SA. The ability of the Issuer to meet its obligations under the Notes will be dependent upon the payment of interest and principal due on the Charged Loan Notes. Accordingly, Noteholders are exposed to, among other things, the terms of the Charged Loan Notes and the Charged Assets Guarantee (as defined herein) and the creditworthiness of the Charged Assets Issuer in respect of the Charged Loan Notes and the Charged Assets Guarantors in respect of the Charged Assets Guarantee. In particular, to the extent that any of the Charged Assets Issuer and/or the Charged Assets Guarantors is subject to any financial difficulties, laws relating to bankruptcy, moratorium, reorganisation or similar processes may apply which could result in such Charged Assets Issuer and/or Charged Assets Guarantors defaulting or making partial payment on the Charged Loan Notes or, as the case may be, the Charged Assets Guarantee which will result in the Issuer being unable to meet its obligations under the Notes. The Charged Assets Information Memorandum, which is annexed to, and forms a part of, this Prospectus, and the risk factors set out in such document should be considered carefully in relation to the Notes. 6

7 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 01 Limited Recourse The Notes constitute secured, limited recourse obligations of the Issuer, recourse in respect of which will be limited to payments under or, following an enforcement/realisation, the net proceeds of the Charged Assets and the other Mortgaged Property relating to the Notes in accordance with the applicable priority of payments and no other assets of the Issuer will be available to satisfy claims of Noteholders. In the event that such payments or net proceeds are insufficient to pay all amounts due under the Notes, such shortfall shall be borne by the Noteholders. Debtor of the Notes The sole debtor in respect of the Notes is the Issuer. The Notes are not obligations of, or guaranteed in any way by, the Charged Assets Issuer, the Charged Assets Guarantors or the Managers. No Recourse against the Charged Assets Issuer or the Charged Assets Guarantors An investment in the Notes is not the same as an investment directly in the Charged Assets. Investors in the Notes will not have rights in or against the Charged Loan Notes or the Charged Assets Guarantee and will have no recourse against the Charged Assets Issuer or the Charged Assets Guarantors. Investors must recognise that it is likely that the only assets which will be available to the Issuer to meet any claims against it by Noteholders will be the Charged Assets and the other Mortgaged Property in respect of the Notes. In particular, the proceeds of (i) the Managers Security Interest (as defined in item 29(vi)(A) of the Terms of the Notes set out in this Prospectus) will, in the event that the Managers Security Interest becomes enforceable, be held by the Trustee on behalf of the Managers and applied in respect of any Managers Claims (also as defined in such item 29(vi)(A)) and (ii) the Charged Assets Obligors Security Interest (as defined in item 29(vi)(B) of the Terms of the Notes set out in this Prospectus) will, in the event that the Charged Assets Obligors Security Interest becomes enforceable, be held by the Trustee on behalf of the Charged Assets Issuer and the Charged Assets Guarantors and applied in respect of any Charged Assets Obligors Claims (also as defined in such item 29(vi)(B)). Furthermore, if the Charged Assets Issuer or the Charged Assets Guarantors should default in the performance of any of their respective obligations under the Charged Loan Notes and the Charged Assets Guarantee, no Noteholder shall be entitled to proceed against the Charged Assets Issuer or the Charged Assets Guarantors. In the event of a payment default under the Charged Loan Notes and the Charged Assets Guarantee then the Notes shall become due and repayable and security for the Notes shall become enforceable. Upon security becoming enforceable, the Trustee may in its discretion or as directed by holders of at least one-fifth in aggregate principal amount of the Notes or by an Extraordinary Resolution of Noteholders, on being indemnified and/or secured to its satisfaction, but without liability as to the consequence of such action and without having regard to the effect of such action on individual Noteholders, realise the Charged Assets and the other Mortgaged Property in respect of the Notes. In doing so, the Trustee may attempt to sell the Charged Assets (as to which see applicable restrictions on transfers of Charged Assets under Transfer of Charged Assets, below) or take such action as may be appropriate against the Charged Assets Issuer and/or the Charged Assets Guarantors. Any such action brought by the Trustee against the Charged Assets Issuer and/or the Charged Assets Guarantors shall be taken by the Trustee, acting as agent for the Issuer and not as trustee for the Noteholders and no Noteholder shall be entitled to give directions to the Trustee in relation to the manner in which any such action is pursued against the Charged Assets Issuer and/or the Charged Assets Guarantors. In no circumstances will any Charged Assets be delivered to any Noteholder. If the Trustee fails to take enforcement action within a reasonable period of time, investors in the Notes will have no right to take possession of the Charged Assets or to take any action against the Charged Assets Issuer or the Charged Assets Guarantors. However, the Noteholders have the power, exercisable by Extraordinary Resolution, to remove the Trustee provided that a successor is appointed. 7

8 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 01 Transfer of Charged Assets No assurance as to the availability of a liquid secondary market for the Charged Loan Notes can be given or as to the price at which they would be sold upon the security for the Notes becoming enforceable. In particular, certain transfer restrictions apply in respect of the Charged Assets which restrict their ownership to five Qualifying Banks (as defined in the Charged Assets Information Memorandum) and one Permitted Non-Qualifying Lender (as defined in the Charged Assets Information Memorandum). The Issuer is currently the one Permitted Non-Qualifying Lender. The market value of the Charged Assets, if they were ever sold following the security for the Notes becoming enforceable, may be less than would be the case were the Charged Assets fully transferable. Exercise of the Change of Control Put Option If a Put Event (as defined herein) occurs, each Noteholder shall have the right to exercise its Put Option to require the Issuer to redeem some or all of the Notes held by such Noteholder. In relation to the exercise of a Put Option, notices shall be given to Noteholders by the Issuer and notices shall be given by Noteholders to the Issuer via Euroclear and Clearstream, Luxembourg and no assurance can be given that notices given by the Issuer or any Noteholder to such clearing systems shall be transmitted to the Issuer or the Noteholders, as the case may be, in a timely manner. Accordingly, the Issuer takes no responsibility for any failure in exercise of the Put Option by reason of any failure of onward transmission of notices by such clearing system. Independent Review and Advice Each prospective Noteholder must determine, based on its own independent review and such legal, business and tax advice as it deems appropriate under the circumstances, that its acquisition of the Notes (i) is fully consistent with its financial needs, objectives and condition, (ii) complies and is fully consistent with all investment policies, guidelines, authorisations and restrictions (including as to its capacity) applicable to it, (iii) has been duly approved in accordance with all applicable laws and procedures and (iv) is a fit, proper and suitable investment for it, undertaken for a proper purpose. Legality of Purchase None of the Issuer, the Trustee or the Managers or any affiliate of any of them or other person on their behalf has or assumes responsibility for the lawfulness of the acquisition of the Notes by a prospective purchaser of the Notes, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective purchaser with any law, regulation or regulatory policy applicable to it. No Reliance The Issuer, the Trustee or the Managers and all affiliates of any of them disclaim any responsibility to advise purchasers of the Notes of the risks and investment considerations associated with the purchase of the Notes as they may exist at the date hereof or from time to time hereafter. Noteholders may not at any time rely on any of the Issuer, the Trustee or the Managers or any affiliate of any of them or any person on their behalf to monitor whether or not a default or an event or circumstances which, with the giving of notice, the passage of time or making of any determination, could constitute a default has occurred under the Charged Assets. No Restrictions on Activities Any of the Issuer, the Trustee or the Managers and any affiliate of any of them or other person on their behalf may have existing or future business relationships (including depository, lending, advisory or any other kind of commercial or investment banking activities or other business) with the Charged Assets Issuer or the Charged Assets Guarantors or any affiliate of the Charged Assets Issuer or either of the Charged Assets Guarantors and may purchase, sell or otherwise deal in any assets or obligations of, or relating to, any such party. Any of the Issuer, the Trustee or the Managers and any affiliate of any of them or other person on their 8

9 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 01 behalf may act with respect to any such business, assets or obligations without regard to any possible consequences for the Charged Assets Issuer, the Charged Assets Guarantors, the Notes or any Noteholder (or the impact of any such dealing on the interests of any Noteholder) or otherwise. Provision of Information Any of the Issuer, the Trustee or the Managers or any affiliate of any of them or any other person acting on their behalf may at the date hereof or at any time hereafter be in possession of information in relation to the Charged Assets Issuer, the Charged Assets Guarantors or the Charged Assets (which may or may not be publicly available or confidential). None of such persons shall be under any obligation to make any such information available to Noteholders or any other party. Taxation Each Noteholder will assume and be solely responsible for any and all taxes of any jurisdiction or governmental or regulatory authority, including, without limitation, any state or local taxes or other like assessment or charges, that may be applicable to any payment to it in respect of the Notes. Neither the Issuer nor any other person will pay any additional amounts to the Noteholders to reimburse them for any tax, assessment or charge required to be withheld or deducted from payments in respect of the Notes by the Issuer or by the Principal Paying Agent, although such requirement will give rise to an obligation to redeem the Notes early in the circumstances described in the terms of the Notes. Credit Ratings The Notes and the Charged Assets are rated securities. Credit ratings of debt securities represent the rating agencies opinions regarding their credit quality and are not a guarantee of quality. Rating agencies attempt to evaluate the safety of principal and interest payments and do not evaluate the risks of fluctuations in market value; therefore, credit ratings may not fully reflect the true risks of an investment. Rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that an issuer s current financial condition may be better or worse than a rating indicates. Rating agencies may change their rating methodology which could adversely affect the rating of the Notes. Legal Opinions Whilst legal opinions relating to the issue of the Notes have been obtained with respect to English law and Dutch law, no such opinions have been obtained with respect to any other applicable laws, including the laws of Switzerland or as to the validity, enforceability or binding nature of the securities comprising the Charged Assets as against the Charged Assets Issuer or the Charged Assets Guarantee as against the Charged Assets Guarantors. 9

10 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 02 TERMS OF THE NOTES The Series ,000, per cent. Secured Notes due 2013 (the Notes ) shall have the following Terms which shall complete, modify and amend the Master Conditions (May 2008 Edition) (as set out in the Issuer s Programme Memorandum under the heading Terms and Conditions of the Notes ), which shall apply to the Notes as so completed, modified and amended. References to Conditions or Condition shall, unless otherwise provided, mean references to the Terms and Conditions of the Notes. Unless the context otherwise requires, expressions used herein and not otherwise defined herein or in the Conditions shall have the meanings given to them in the terms and conditions of the Charged Loan Notes. 1. (i) Issuer: ELM B.V. (ii) Arranger: In relation to the Notes, there is no Arranger. Pursuant to a subscription agreement dated 30 March 2009 (the Subscription Agreement ) between BNP Paribas, The Royal Bank of Scotland plc and UBS Limited (the Managers ) and the Issuer, the Managers have agreed, subject to the satisfaction of certain conditions, to subscribe for the Notes at the Issue Price. Each reference in the Conditions to the Arranger shall be construed as a reference to the Managers. 2. (i) Series Number: 135. (ii) Tranche Number: Not applicable. 3. Principal: (i) Series: The principal amount of the Notes is 600,000,000. (ii) Tranche: Not applicable. 4. (i) Issue Price: per cent. (ii) Net proceeds: Approximately 596,500, Authorised Denomination: 50, (i) Issue Date: 2 April (ii) Interest Commencement Date: Issue Date. 7. Maturity Date: The Business Day immediately following 2 April Interest Basis: Fixed Rate as provided in item 15 below. 9. Redemption/Payment Basis: Redemption at par. 10. Change of Interest or Redemption/ Payment Basis: Not applicable. 11. Put/Call Options: Not applicable, save as provided in item 41 below. 12. Status of the Notes: (i) Status of the Notes: Secured and limited recourse obligations of the Issuer ranking pari passu without any preferences amongst themselves secured as set out under Security below and subject to the priority set out under Priority below. (See also, in particular, Condition 10 as set out in the Programme Memorandum incorporated by reference herein). 10

11 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 02 (ii) Priority: Noteholder Priority (see Condition 4(d)). For the avoidance of doubt, Noteholder Priority shall only apply in relation to the application of the proceeds of enforcement of the security constituted by the Trust Deed for the Notes and shall not apply to the application of the proceeds of enforcement of the Managers Security Interest or the Charged Assets Obligors Security Interest (each as defined in item 29(vi) below). The proceeds of enforcement of the Managers Security Interest shall be applied first in meeting the expenses and remuneration and any other amounts due to the Trustee (both in its capacity as trustee of the Managers and the Noteholders and in its capacity as agent of the Issuer in the circumstances described in item 29(vi)(C) below) including in respect of any liabilities incurred, or to any receiver appointed pursuant to the relevant Constituting Instrument including in respect of any liabilities incurred and thereafter in meeting the claims of the Managers under the Subscription Agreement. The proceeds of enforcement of the Charged Assets Obligors Security Interest shall be applied first in meeting the expenses and remuneration and any other amounts due to the Trustee (both in its capacity as trustee of the Charged Assets Obligors (as defined in item 29(vi) below) and the Noteholders and in its capacity as agent of the Issuer in the circumstances described in item 29(vi)(C) below) including in respect of any liabilities incurred, or to any receiver appointed pursuant to the relevant Constituting Instrument including in respect of any liabilities incurred and thereafter in meeting the claims of the Charged Assets Obligors under the Purchase Agreement. 13. Listing: This Prospectus has been approved by the Irish Financial Services Regulatory Authority (the Financial Regulator ), as competent authority under the Prospectus Directive. The Financial Regulator only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the official list and trading on its regulated market. 14. Method of distribution: Syndicated. 15. Fixed Rate Provisions: Applicable. (i) Interest Rate: 6.50 per cent. per annum. (ii) Interest Payment Dates: 2 April in each year, commencing 2 April 2010 to and including 2 April 2013, each such date subject to adjustment in accordance with the Business Day Convention; provided that each Interest Amount shall not actually be payable until the Business Day immediately following each Interest Payment Date. 11

12 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 02 (iii) Calculation Amount: In respect of each Note and an Interest Period, the outstanding principal amount of such Note on the last day of such Interest Period. (iv) Relevant Business Day: A day (other than a Saturday or a Sunday) on which commercial banks are open for business in London and Zurich and which is a TARGET Business Day (each, a Business Day ). TARGET Business Day means a day on which the Trans- European Automated Real-time Gross settlement Express Transfer (TARGET2) system is available for settlement of euro payments. (v) Day Count Fraction: The Day Count Fraction shall be determined in the same manner as that used to determine the Calculation of Broken Interest in Condition 5.3 of the terms and conditions of the Charged Loan Notes. (vi) Business Day Convention: Following Business Day Convention; provided that no Interest Period shall be adjusted even if a relevant Interest Payment Date is so adjusted. (vii) Other terms relating to the method of calculating interest for Notes for the period during which the Interest Basis is Fixed Rate: Not applicable. 16. Floating Rate Provisions: Not applicable. 17. Zero Coupon Note provisions: Not applicable. 18. Index-Linked Interest Note: Not applicable. 19. Dual Currency Note Provisions: Not applicable. 20. Scheduled Redemption Amount: An amount equal to the Authorised Denomination of each Note. 21. Early Redemption Amount payable on mandatory redemption for taxation reasons or on termination of the Charged Agreement or on default and/or the method of calculating the same (if required or different from that set out in the Conditions): Condition 7(b)(1) shall apply, but shall be amended and restated as follows: (a) the Charged Assets or amounts outstanding thereunder become due and repayable prior to their stated date of maturity or other date or dates for their repayment or payment or (b) there is a payment default under the Charged Loan Notes and the Charged Assets Guarantee; or. Condition 7(c) shall apply. 22. Form of Notes: Bearer Notes: TEFRA D. (i) The Notes will initially be represented by: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note. (ii) Registered Notes: Not applicable. 23. (i) New Global Note Yes. 12

13 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 02 (ii) New Global Note intended to be held in a manner which would permit the Notes to be recognised as eligible collateral for monetary policy of the central banking system for the euro (the Eurosystem ) Yes. Note that the designation Yes simply means that the Notes are intended upon issue to be deposited with Euroclear or Clearstream Luxembourg as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intraday 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. 24. Additional Financial Centre(s) or other special provisions relating to Payment Dates: 25. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): Not applicable. No. 26. Details relating to Partly Paid Notes: Not applicable. 27. Details relating to Instalment Notes Not applicable. 28. Redenomination applicable: Not applicable. 29. Security: (i) Charged Assets: 600,000, per cent. Guaranteed Loan Notes due 2013 (the Charged Loan Notes ) issued by Elsevier Finance SA (the Charged Assets Issuer ), guaranteed on a joint and several basis by Reed Elsevier PLC and Reed Elsevier N.V. (in such capacities, each a Charged Asset Guarantor and together, the Charged Assets Guarantor ) pursuant to a guarantee dated 2 April 2009 (the Charged Assets Guarantee ). (ii) Charging Instrument: Not applicable. (The Charged Assets are not listed on any stock exchange, however, the Charged Assets Guarantors are guarantors of outstanding debt securities listed on the regulated market of the London Stock Exchange. The name, address, country of incorporation and nature of business of the Charged Assets Issuer and the Charged Assets Guarantors are stated in the Charged Assets Information Memorandum which is annexed hereto.) The Custodian (which shall initially be UBS AG) is required at all times to be an OECD bank or other financial institution with a rating in respect of its short-term unsecured, unsubordinated and unguaranteed debt obligations of no less than A-1 from Standard & Poor s Rating Services, a division of The McGraw-Hill Companies, Inc. ( S&P ), no less than P-1 from Moody s Investor Services, Inc. ( Moody s ) and no less than F1 from Fitch Ratings Ltd ( Fitch ). 13

14 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 02 (iii) Depositary Account: Each account of the Custodian in which the Charged Assets are held from time to time. (iv) Charged Agreement: No. (v) Swap Counterparty: Not applicable. (vi) Other Security: (A) Pursuant to the Trust Deed in relation to the Notes, the Issuer will assign by way of security in favour of the Trustee for itself and as trustee for the Managers all of the Issuer s rights against the Charged Assets Issuer and the Charged Assets Guarantors (together, the Charged Assets Obligors ) under the purchase agreement (the Purchase Agreement ) between the Issuer and the Charged Assets Obligors relating to the purchase of the Charged Assets by the Issuer and will charge the proceeds of enforcement of any claim under the Purchase Agreement (such security, the Managers Security Interest ). The Managers Security Interest is granted to the Trustee to hold for itself and as trustee for the Managers as continuing security in respect of any claim the Managers may have (the Managers Claim ) against the Issuer under the Subscription Agreement arising from any representation, warranty, covenant or agreement given therein by the Issuer regarding the Charged Assets, the Charged Assets Obligors and the part of the Prospectus for the Notes comprising the Charged Assets Information Memorandum. Enforcement of the Managers Security Interest shall, subject to and in accordance with the terms of the Trust Deed, take effect only in the manner described in paragraph (C) below. (B) Pursuant to the Trust Deed in relation to the Notes, the Issuer will assign by way of security in favour of the Trustee for itself and as trustee for the Charged Assets Obligors all of the Issuer s rights against the Managers under the Subscription Agreement and will charge the proceeds of enforcement of any claim under the Subscription Agreement (such security, the Charged Assets Obligors Security Interest ). The Charged Assets Obligors Security Interest is granted to the Trustee to hold for itself and as trustee for the Charged Assets Obligors as continuing security in respect of any claim the Charged Assets Obligors may have (a Charged Assets Obligors Claim ) against the Issuer under the Purchase Agreement. Enforcement of the Charged Assets Obligors Security Interest shall, subject to and in accordance with the terms of the Trust Deed, take effect only in the manner described in paragraph (C) below. No Noteholder shall have any interest in the Managers Security Interest or the Charged Assets Obligors Security Interest. If the Managers Security Interest or the Charged Assets Obligors Security Interest becomes enforceable, the security for the Notes shall not consequentially become enforceable and the Notes shall not be affected thereby and shall accordingly remain outstanding. 14

15 Level: 8 From: 8 Thursday, March 26, :16 eprint Section Securities Lending Agreement: No. (C) Any action which the Trustee takes against the Charged Assets Issuer and/or the Charged Assets Guarantors upon the security for the Notes or the Managers Security Interest becoming enforceable or against the Managers upon the Charged Assets Obligors Security Interest becoming enforceable shall be taken by the Trustee in its capacity as agent for the Issuer and not as trustee for the Noteholders, the Managers or the Charged Assets Obligors, as the case may be. Pursuant to the Trust Deed, the Issuer has appointed the Trustee as its agent for such purposes. Consequently, the Issuer has assigned by way of security in favour of the Trustee for itself and as trustee for the Noteholders, the Managers and the Charged Assets Obligors all of the Issuer s rights against the Trustee (in its capacity as the Issuer s agent) pursuant to the Trust Deed. Such security is granted to the Trustee to hold for itself and as trustee for the Noteholders as continuing security for the payment of interest and principal on the Notes, for the Managers as continuing security for the Managers Claim and for the Charged Assets Obligors as continuing security for the Charged Assets Obligors Claim. (D) The net proceeds of the issue of the Notes shall be credited to an account (the Custody Cash Account ) of the Issuer with the Custodian pending application on or about the Issue Date towards payment of the purchase price to the Charged Assets Issuer. The Issuer will, pursuant to the Trust Deed in relation to the Notes, create a charge over, and assign by way of security its rights against the Custodian in respect of, the Custody Cash Account in favour of the Trustee for itself and as trustee for the Noteholders. 31. Additional selling restrictions: The applicable selling restrictions are as set out in Subscription and Sale below and in the Programme Memorandum. In the event of any inconsistency, the selling restrictions set out in Subscription and Sale shall prevail. 32. Rating: It is a condition to the issuance of the Notes that they receive a rating at the time of issuance of at least BBB+ from S&P, at least Baa1 from Moody s and at least A- from Fitch. 33. ISIN Code: XS Common Code: Alternative Clearing System: Not applicable. 36. Delivery: Delivery against payment. 37. Principal Paying Agent: UBS AG, London Branch. 38. Sub-Custody: Not applicable. 39. Calculation Agent: UBS Limited or any successor thereof. All determinations made by the Calculation Agent hereunder shall, in the absence of manifest error, wilful default or bad faith, be final and conclusive, and the Calculation Agent shall have no 15

16 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 02 liability to the Issuer, the Noteholders or any third party in relation to such determinations. Nothing contained herein shall prevent the Calculation Agent from dealing in these Notes or from entering into any transactions, including without limitation any swap or hedging transactions with the Charged Assets Issuer. 40. Exchange of Permanent Global Note: Provided that certification of non-u.s. beneficial ownership has been received by Euroclear or Clearstream, Luxembourg the Permanent Global Note will be exchangeable, in whole but not in part, for definitive Bearer Notes if: 41. Additional Provisions: Change of Control Put Option (i) Euroclear or Clearstream, Luxembourg or other clearing system in which the Permanent Global Note is for the time being deposited is closed for business for a period of 14 days (other than by reason of holidays statutory or otherwise) or announces an intention permanently to cease business or to make its book-entry system available for settlement of beneficial interests in such Permanent Global Note or does in fact do either of such things and no alternative clearing system, satisfactory to the Trustee and the Principal Paying Agent (after consultation with the Issuer) is available, or (ii) the Notes become due and payable in accordance with Condition 9 and payment is not made on due presentation of the Permanent Global Note for payment. If a Put Event (as defined below) occurs, each Noteholder shall have the option (a Put Option ) to require the Issuer to redeem some or all of the Notes held by such Noteholder on the Put Date (as defined below) at each such Note s principal amount together with interest accrued thereon to but excluding the date of redemption (the Put Amount ) and the Issuer shall redeem such Notes on the Put Date (as defined below) at the Put Amount. Promptly upon the Issuer becoming aware that a Put Event has occurred, or if so requested by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, the Issuer (subject to being indemnified to its satisfaction) shall give notice, or shall procure that notice is given (a Put Event Notice ) to the Noteholders in accordance with Condition 14 specifying the nature of the Put Event and the procedure for exercising the option contained in this item 41. In order to request the Issuer to give a Put Event Notice, a Noteholder must deposit its Notes with any Paying Agent at its specified office at any time during normal business hours together with a duly completed request notice in the form obtainable from any Paying Agent or, while the Notes are represented by a Global Note, a Noteholder must deliver the relevant request notice to Euroclear or Clearstream, Luxembourg for onward transmission to the Issuer or to the Principal Paying Agent on its behalf. In order to exercise the Put Option, a Noteholder must deliver the relevant nominal amount of its Notes together with all Coupons appertaining thereto maturing after the Put Date (the Relevant Coupons ), to any Paying Agent at its specified office at any time during normal business hours accompanied by a duly signed and completed notice of exercise (which once given, shall be irrevocable) in the form (for the time being current) obtainable from any Paying Agent (a Change of Control Put Notice ) or, while the Notes are represented by a Global Note, a Noteholder must deliver the relevant Change of Control Put Notice together with an authority to Euroclear or Clearstream, Luxembourg to debit such Noteholder s account accordingly at any time within the period (the Put Period ) of 30 calendar days after a Put Event Notice is given. 16

17 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 02 If the Notes are in definitive form and a Noteholder when delivering a Change of Control Put Notice does not deliver all of the Relevant Coupons, the relevant Paying Agent will require payment of an amount equal to the face value of any such missing Coupons. Any amount so paid will be reimbursed against presentation and surrender of the relevant missing Coupon (or any replacement therefor) at any time after such payment, but before the expiry of the period of five years from the Put Date. If the Notes are in definitive form, upon receipt of a Change of Control Put Notice, the relevant Paying Agent will issue to the Noteholder concerned a non-transferable receipt in respect of each Note so delivered. Payment of the Put Amount in respect of any Note so delivered will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Put Date by transfer to that bank account and, in every other case, on or after the Put Date against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of the relevant Paying Agent. For the purposes of these Conditions, receipts issued pursuant to this item 41 shall be treated as if they were Notes. If 80 per cent. or more in nominal amount of the Notes then outstanding are redeemed pursuant to this item 41 on any Put Date, the Issuer may, on not less than 15 or more than 45 calendar days notice to the Noteholders given within 45 calendar days after such Put Date redeem on the date specified in such notice (the Clean-up Date ), at its option, the remaining Notes as a whole at their principal amount plus interest accrued to but excluding the date of such redemption, provided that payment of any such redemption amount to Noteholders shall not be payable until the Business Day immediately following the Clean-up Date. For the purposes of this item 41: Put Date means the date falling no later than 22 calendar days after the expiration of the Put Period, provided that payment of the Put Amount to Noteholders shall not be payable until the Business Day immediately following the Put Date; A Put Event will be deemed to occur if: (1) any person or any persons (other than a Charged Assets Guarantor) acting in concert or any person or persons acting on behalf of any such person(s) at any time directly or indirectly own(s) or acquire(s): (i) more than 50 per cent of the issued or allotted ordinary share capital of each of the Charged Assets Guarantors or (ii) such number of shares in the capital of each of the Charged Assets Guarantors carrying more than 50 per cent of the total voting rights attached to the issued or allotted share capital of each of the Charged Assets Guarantors that are normally exercisable at a general meeting of such Charged Assets Guarantor (such event being a Charged Loan Notes Change of Control ), provided that a Charged Loan Notes Change of Control shall be deemed not to have occurred if one or more new holding companies acquires the entire issued share capital of each of the Charged Assets Guarantors and (A) such holding company (or companies) has (or have, as the case may be) substantially the same shareholders as each of the Charged Assets Guarantors and those shareholders acquired the shares in the holding company (or companies) in substantially the same proportions as they hold shares in the relevant Charged Assets Guarantors prior to the holding company (or companies) so acquiring the share capital of each of the Charged Assets Guarantors; and (B) each of the Charged Assets Guarantors is a wholly owned (directly or indirectly) subsidiary of such holding company (or companies); and (2) on the date (the Relevant Announcement Date ) that is the earlier of (i) the date of the first public announcement of the relevant Charged Loan Notes Change of Control; and (ii) the date of the earliest Relevant Potential Change of Control Announcement (if any), the Charged Loan Notes carry from any Rating Agency (as defined below): (a) an investment grade credit rating (Baa3/BBB, or equivalent, or better), and such rating from any Rating Agency is within the Change of Control Period either downgraded to a noninvestment grade credit rating (Ba1/BB+, or equivalent, or worse) or withdrawn and is not within the Change of Control Period subsequently (in the case of a downgrade) upgraded or (in 17

18 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 02 the case of a withdrawal) reinstated to an investment grade credit rating by such Rating Agency; or (b) (c) a non-investment grade credit rating (Ba1/BB+, or equivalent, or worse), and such rating from any Rating Agency is within the Change of Control Period downgraded by one or more notches (for illustration, Ba1/BB+ to Ba2/BB being one notch) or withdrawn and is not within the Change of Control Period subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to its earlier credit rating or better by such Rating Agency; or no credit rating, and no Rating Agency assigns within the Change of Control Period an investment grade credit rating to the Charged Loan Notes, provided that (i) if the rating designations employed by any of Moody s, S&P or Fitch are changed from those which are described in this paragraph (2), or if a rating is procured from a Substitute Rating Agency, the Issuer shall reasonably determine the rating designations of Moody s or S&P or Fitch or such Substitute Rating Agency (as appropriate) as are most equivalent to the prior rating designations of Moody s or S&P or Fitch and this paragraph (2) shall be read accordingly and (ii) if on the Relevant Announcement Date the Charged Loan Notes carry a credit rating from more than one Rating Agency, at least one of which is investment grade, then sub-paragraph (a) will apply; and (3) in making the relevant decision(s) referred to above, the relevant Rating Agency announces publicly or confirms in writing to the Charged Assets Issuer or either Charged Assets Guarantor that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control; Change of Control Period means the period commencing on the Relevant Announcement Date and ending 90 days after the Charged Loan Notes Change of Control (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 90 days after the Charged Loan Notes Change of Control) for rating review or, as the case may be, rating by a rating agency, such period not to exceed 60 days after the public announcement of such consideration); Rating Agency means Moody s, S&P or Fitch, or their respective successors or any rating agency (a Substituted Rating Agency ) substituted for any of them by the Charged Assets Issuer or either Charged Assets Guarantor from time to time, subject to, and in accordance with, the terms and conditions of the Charged Loan Notes; and Relevant Potential Change of Control Announcement means any public announcement or statement by the Charged Assets Issuer, either Charged Assets Guarantor, any actual or potential bidder or any adviser thereto relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs. 18

19 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 02 USE OF PROCEEDS The net proceeds from the issue of the Notes (amounting to approximately 596,500,000) will be applied by the Issuer to finance the purchase price for the Charged Loan Notes. 19

20 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 03 SWISS TAXATION General The following summary does not purport to address all tax consequences of the acquisition, ownership and disposal of Notes, and does not take into account the specific circumstances of any particular investor. This summary is based on the tax laws, regulations and regulatory practices of Switzerland and a tax ruling with the Swiss federal tax administration, as in effect on the date hereof, which are subject to change (or subject to changes in interpretation), possibly with retroactive effect. Noteholders or prospective Noteholders are advised to consult their own tax advisers in light of their particular circumstances as to the Swiss tax laws, regulations and regulatory practices that could be relevant for them in connection with acquiring, owning and disposing of Notes and receiving interest, principal or other payments on the Notes and the consequences of such events under the tax laws, regulations and regulatory practices of Switzerland. Withholding Tax Interest, principal and other payments on the Notes will not be subject to Swiss Withholding Tax (Verrechnungssteuer). Stamp Taxes The issuance of the Notes will not be subject to Swiss Issuance Stamp Tax (Emissionsabgabe) and the issuance of the Notes to the original Noteholders at the original offering price will not be subject to Swiss Securities Turnover Tax (Umsatzabgabe). Subsequent dealings in the Notes where a bank or another securities dealer in Switzerland (as defined in the Swiss Federal Stamp Tax Act) acts as an intermediary, or is a party, to the transaction, may be subject to Swiss Securities Turnover Tax at an aggregated rate of up to 0.3 percent of the purchase price of the Notes. Swiss Federal, Cantonal and Communal Income Taxation Non-Resident Noteholders Payments on the Notes to a Noteholder who is not resident in Switzerland for tax purposes, and who, during the relevant taxation year, has not engaged in a trade or business through a permanent establishment or fixed place of business situated in Switzerland for tax purposes, and who is not subject to corporate or individual income taxation in Switzerland for any other reason will not be subject to any Swiss federal, cantonal or communal income tax, capital tax or wealth tax. Resident Noteholders and Noteholders with a Trade or Business in Switzerland Noteholders who hold Notes as part of a trade or business situated in Switzerland for tax purposes, in the case of residents abroad carried on through a permanent establishment or a fixed place of business, are required to recognise payments on the Notes and capital gains or losses realised on the disposal of Notes in their income statement for the respective taxation period and are subject to Swiss federal, cantonal and communal corporate or individual income tax, as the case may be, on any net taxable income (including payments on the Notes and capital gains or losses realised on the disposal of Notes) for such taxation period. The same taxation treatment also applies to Swiss-resident private individuals who, for income tax purposes, are classified as professional securities dealers for reasons of, inter alia, frequent dealing, or leveraged investments, in securities. Private individuals resident in Switzerland and holding Notes as part of their private fortune, are required to include interest payments (but not repayment of principal) on the Notes in their personal income tax return and are subject to Swiss federal, cantonal and communal income tax on any net taxable income (including interest payments (but not repayment of principal) on the Notes) for the relevant taxation period. For private individuals capital gains resulting from the disposal of Notes are not subject to Swiss federal, cantonal and communal income tax; this is also the case for accrued interest. Capital 20

21 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 03 losses are not tax-deductible. Swiss resident private individuals who hold the Notes as part of their private fortune are required to report their Notes as part of their taxable wealth and will be subject to cantonal and communal wealth tax, provided that their net taxable wealth (including the Notes) exceeds applicable allowances or levels. 21

22 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 03 SUBSCRIPTION AND SALE The Managers have in the subscription agreement (the Subscription Agreement ) dated 30 March 2009 agreed with the Issuer, subject to the satisfaction of certain conditions, to subscribe for the Notes at per cent. of their principal amount. The Subscription Agreement entitles the Managers acting together to terminate it in certain circumstances. United States The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the Securities Act ), as amended and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. The Notes will be issued in bearer form and therefore 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 a United States 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 of 1986 and regulations thereunder. Each Manager has agreed that, except as permitted by the Subscription Agreement, it will not offer, sell or deliver the Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after the completion of the distribution of all the Notes, in either case within the United States or to, or for the account or benefit of, U.S. persons and that it will have sent to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes from it during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Until 40 days after the commencement of the offering of the Notes, an offer or sale of the Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act. United Kingdom Each Manager has represented and agreed that: (i) (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the FSMA ) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom. General No action has been taken by the Issuer or the Managers that would, or is intended to, permit a public offer of the Notes in any country or jurisdiction where any such action for that purpose is required. Accordingly, each Manager has undertaken that it will not, directly or indirectly, offer or sell any Notes or distribute or publish any offering circular, prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with any applicable laws and regulations and all offers and sales of Notes by it will be made on the same terms. 22

23 Level: 8 From: 8 Thursday, March 26, :16 eprint Section 03 GENERAL INFORMATION 1. Authorisation The Issuer has obtained all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes. The issue of the Notes was duly authorised by a resolution of the board of directors of the Issuer dated 25 March Listing of the Notes This Prospectus has been approved by the Irish Financial Services Regulatory Authority (the Financial Regulator ), as competent authority under the Prospectus Directive. The Financial Regulator only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the official list and trading on its regulated market. 3. Significant or Material Change There has been no significant change in the financial or trading position of the Issuer since the date of its incorporation and there has been no material adverse change in the financial position or prospects of the Issuer since such date. 4. Litigation There are no legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have or have had since the date of its incorporation a significant effect on the financial position of the Issuer. 5. Irish Listing Agent Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in connection with the Notes and is not itself seeking admission of the Notes to the official list and trading on the regulated market of the Irish Stock Exchange for the purposes of the Prospectus Directive. The address of Arthur Cox Listing Services Limited is set out on the back page hereof. 6. Documents Available For as long as the Notes are listed on the Irish Stock Exchange, copies of the following documents will be available for inspection by physical means during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Issuer, the specified office of the Principal Paying Agent in London for so long as any of the Notes shall remain outstanding: (i) (ii) (iii) this Prospectus and the Programme Memorandum; the Constituting Instrument dated 2 April 2009; and the Articles of Incorporation of the Issuer. 7. The Trustee The Trustee will represent the Noteholders in accordance with the Trust Deed comprising the Master Trust Terms and the Constituting Instrument referred to above. The security granted by the Issuer in respect of the Notes is granted in favour of the Trustee who holds such security on trust for the Noteholders in accordance with the Trust Deed, including the order of priorities specified therein and herein. The Trustee is entitled to exercise certain powers, trusts, authorities and discretions in accordance with the Trust Deed. 23

24 Level: 8 From: 8 Thursday, March 26, :16 eprint Section Clearing Systems and Settlement The Notes have been accepted for clearance through Euroclear, Clearstream, Luxembourg or such other clearing system approved by the Issuer and the Trustee. The common code and ISIN for the Notes, will be and XS respectively. 9. Estimated total expenses UBS Limited has agreed to take responsibility for the expenses relating to the admission to trading and therefore the cost of such expenses to the Issuer is nil. 10. Post Issuance Reporting The Issuer does not intend to provide post-issuance transaction information in respect of either the Notes or the Charged Assets. 24

25 Level: 8 From: 8 Thursday, March 26, :17 eprint Section 04 ANNEX: Charged Assets Information Memorandum A-1

26 Level: 8 From: 8 Thursday, March 26, :17 eprint Section 04 ELSEVIER FINANCE SA (incorporated with limited liability in Switzerland with registration number CH ) 600,000, per cent. Guaranteed Loan Notes due 2013 unconditionally and irrevocably guaranteed jointly and severally by REED ELSEVIER PLC (incorporated with limited liability in England and Wales with registration number ) and REED ELSEVIER N.V. (incorporated with limited liability in The Netherlands, Amsterdam Chamber of Commerce number ) Issue price: % The 600,000, per cent. Guaranteed Loan Notes due 2013 (the Loan Notes) will be issued by Elsevier Finance SA (the Issuer) on 2 April The payment of all amounts payable by the Issuer in respect of the Loan 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 Loan Notes mature on 2 April The Issuer may, at its option, redeem all, but not some only, of the Loan Notes at any time at par plus accrued interest, in the event of certain tax changes as described under Terms and Conditions of the Loan Notes Redemption and Purchase. In addition, upon the occurrence of certain events as described under Terms and Conditions of the Loan Notes Redemption and Purchase, the holder of each Loan Note will have the right to require the Issuer to redeem or purchase (or procure the purchase) of such Loan Note at its principal amount together with accrued interest. The Loan Notes will bear interest at a fixed rate of 6.50 per cent. per annum on 2 April in each year commencing An investment in the Loan Notes involves certain risks. For a discussion of these risks see Risk Factors. The Loan Notes will be rated A- by Fitch Ratings Ltd (Fitch), Baa1 by Moody s Investors Service Limited (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 Loan Notes will initially be represented by a single definitive certificate in registered form representing 600,000,000 in principal amount of the Loan Notes. The Loan Notes will not be listed on any securities exchange. The date of this Information Memorandum is 30 March 2009 A-2