Macquarie Capital Alliance Group - led consortium agrees to acquire leading European directories business, YBR Group

16 May 2005

Macquarie Capital Alliance Group (MCAG) today announced that, European Directories SA, a consortium led by MCAG and including Macquarie Bank Limited, Caisse de dépôt et placement du Québec, Nikko Principal Investments Limited and clients of Macquarie's Private Bank, has entered into an agreement to acquire 100% of the YBR Group.

YBR Group is a leading European directories business, with a portfolio located in eight European countries. Its products and services include printed directories, online and mobile searches and directory assistance. The four principal business operations of YBR Group, all wholly owned, are located in The Netherlands, Finland, Austria and the Czech Republic. YBR Group has leading positions in each of these directories markets. YBR Group is also present in France, Slovakia, Gibraltar and, through a 50:50 joint venture, Poland.

The consortium has entered into an agreement with the management and private equity owners of YBR Group, Veronis Suhler Stevenson and 3i, under which it will acquire 100% of YBR Group for €1,825 million.

Senior YBR Group management will invest alongside the consortium. MCAG will acquire a 36% interest in YBR Group for €200 million.

The acquisition price represents a prospective EV/EBITDA multiple of 11.2 times the proforma EBITDA forecast for the year to 31 December 2005. The consortium expects financial close to occur in July 2005, subject to competition law approvals.

MCAG's Chief Executive Officer, Mr Michael Cook, said the consortium is delighted to acquire one of the key players in the European directories sector.

"The directories market is an attractive investment sector, generally characterised by strong brand positions, stable cash flows and interesting growth opportunities. YBR Group has built a strong position in Europe, as a result of its leading brands and products, strong relationships with incumbent telecom operators in its principal markets and exposure to growth markets," Mr Cook said.

"The YBR Group management team has a proven track record in delivering material improvements in the performance of the business over time. Importantly, following the Group's formation in March 2004, there are significant opportunities to continue to improve the performance of YBR Group by promoting greater sharing of expertise and realisation of synergies across the various directories businesses as well as to grow the business through further sector consolidation."

Mr Cook said that, for MCAG, YBR Group represents an early landmark acquisition for the newly established investment fund.

MCAG's interest in the consortium is subject to various rights in favour of the other investors in the consortium. Those rights include provisions which treat it as having offered to sell all of its interest to the other investors at fair market value in the event of a 'change of control' of MCAG (including a change of MCAG's manager) (Deemed Sale Offer[1].

The consortium has been advised by Macquarie Bank Limited. Macquarie has also arranged and underwritten debt financing for the consortium and arranged third party equity in the consortium. Clifford Chance LLP acted as legal adviser to the consortium.

The consortium will fund the acquisition of YBR Group through a combination of debt as well as equity from consortium members.

Merrill Lynch and Barclays Capital have arranged and underwritten debt facilities.

[1]A 'change of control' arises if a person acquires, directly or indirectly: in the case of a body corporate, the right to exercise more than 50% of the votes exercisable at any meeting of that body corporate together with the right to appoint more than half of its directors; in the case of a partnership or limited partnership, the right to exercise more than 50% of the votes exercisable at any meeting of partners of that partnership or limited partnership (and, in the case of a limited partnership, control of each of its general partners); in the case of a fund (including, for example, any unit trust, investment trust or investment company), a change in the manager or adviser of the fund (unless the new manager or adviser is a related body corporate of the existing manager or adviser); and in the case of any other person, the right to exercise a majority of the voting rights or otherwise to control the person.

If a change of control of MCAG results in a person and any other person who is connected or acting in concert with the first person holding or increasing a holding of 50% or more in the ordinary shares in the consortium vehicle, MCAG may also be obliged to either offer to buy or procure that the person acquiring control offers to buy the interests of the other investors (Tag Offer). Any Deemed Sale Offer is subject to completion of any Tag Offer.

For further information, please contact:

Karen Smith
Corporate Communications Manager
Macquarie Bank
Tel: (44) (0) 20 7065 2420