ACQUISITION OF TRANSWESTERN 17 May 2005. 1 Disclaimer During this presentation we will be discussing Yell’s business outlook and making certain forward-looking.

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Presentation transcript:

ACQUISITION OF TRANSWESTERN 17 May 2005

1 Disclaimer During this presentation we will be discussing Yell’s business outlook and making certain forward-looking statements. Any statements that are not historical facts are subject to a number of risks and uncertainties, and actual results may differ materially. We urge you to read the Risk Factors and cautionary language in the annual report on Form 20-F of our subsidiary, Yell Finance BV, that was filed with the SEC on 8 June We also draw your attention to our press release which is posted on our web site, for more information on the risks and uncertainties. Our annual report for the year ended 31 March 2005 will be posted to shareholders and on our web site in June 2005, and at the same time the annual report on form 20-F of our subsidiary, Yell Finance BV, will be filed with the SEC.

2 Agenda STRATEGIC RATIONALEJohn Condron, CEO FINANCIAL IMPACTJohn Davis, CFO

JOHN CONDRON CEO

4 Headlines  Yellow Book will acquire 100% of TransWestern for US$1,575m (£829m) in cash  Unique opportunity to expand our national US footprint and strengthen Yell’s position in the US  Highly complementary directory coverage  Creates significant value through revenue growth and cost synergies  Consideration fully financed from new debt facilities of £2bn  Closing conditional on Hart-Scott-Rodino notification and Yell shareholders’ approval

5 Strategic Rationale  Increases opportunities in fastest-growing directories industry – benefiting from share-shift from incumbents to independents  Expands platform for further same market growth, new launches and in-fill acquisitions  Complements Yellow Book’s footprint – particularly enhances position in California, Texas and Florida  Creates significant value through operational synergies and revenue growth  Strengthens Yellow Book national brand

6 Overview of TransWestern  332 directories in 25 states, circulation 24.8m plus  Northwest, West and Southwest operations contribute 67% of group revenues (FYE Dec 04)  Long established – average age of directories c17 years  Owned by Thomas H. Lee Partners(62%); CIVC (13%); Management (10%); Providence, CIBC, First Union Capital Partners and ex-management investors (15%)

7 5th Largest Directory Publisher in the US Notes 1Post disposal of SBC Illinois and Indiana directories to RH Donnelley, excl. AT&T directory assistance 2Excludes proposed MCI merger 3Alltel directories revenues only Source2004 annual reports, Yell, TransWestern Top 10 US directory publishers 2004 directory revenues - US$m SBC 1 Verizon Information Services 2 Bell South Dex Media Yellow Book / Trans Western RH Donnelley Yellow Book Trans Western Alltel 3 Hearst / White Directory CBD Media

8 Complementary Footprint Source Yell, TransWestern YellTransWestern WIDEST NATIONAL COVERAGE – 45 STATES

9 Integration  Yellow Book senior management to lead  Strong track record  26 acquisitions since Yell acquired Yellow Book  McLeod track record is indicative –One management team from outset –Reduced sales force churn from 68% to 40% –Rebranded –Same market growth increased from 2% to 10% in first full Yellow Book led sales cycle –$25m cost synergies on $57m EBITDA

10 Creating Value The outstanding opportunity in our industry Expands US platform for future organic growth Increases scale in fastest growing directory industry Enhances earnings growth potential

JOHN DAVIS CFO

12 Financial Impact  TransWestern US GAAP FY Dec 04 revenue: $358m; EBITDA: $99m  Full synergies of $69m by third full year; $36m rising to $53m in intervening years  Investment in marketing support and additional distribution of c.$13m in FY 05/06, rising to $20m pa thereafter  Working capital investments in FY 05/06 and FY 06/07 averaging $35m pa  Earnings neutral in FY 05/06. Significantly earnings enhancing in first full year FY 06/07  Higher Group earnings growth from higher proportion of faster growing US EBITDA  Return in excess of Yell’s cost of capital of 8.5%

13 The Enlarged Business 52% UK 48% US 45% UK 55% US 60% UK 40% US 52% UK 48% US EBITDA (pre acquisition) (Mar-05F)Combined EBITDA (Mar-05PF) Revenue (pre acquisition) (Mar-05F) Combined revenue (Mar-05PF)

14 Financial Impact – Enlarged US business * Based on 12 months contribution to 31 December 2004 for TransWestern Source: Yell, TransWestern FYE (US$ millions) Yellow Book 31 March 2005 TransWestern 31 December 2004 Combined US * Revenues1, ,507.1 EBITDA Margin26%28%26%

15 Cost Base Synergies Year ended 31 March 2007 $m 2008 $m 2009 $m Sales productivity % of sales costs7%15%22% Production and procurement81012 Overhead and back office15 Total  Sales per rep Yellow Book$330,000 TransWestern$190,000  Sales cost/revenue39% to 30% (Yellow Book 29% currently)

16 Funding  £2bn underwritten bank facility –Refinance existing bank facility (c£860m) –Finance the transaction (£829m) –Provide working capital / acquisition headroom  New facilities fully underwritten by ABN Amro, BNP Paribas, Citibank, HSBC and JP Morgan Chase  Net debt / EBITDA of approximately 4x by 31 March 2006

17 Creating Value The outstanding opportunity in our industry Expands US platform for future organic growth Increases scale in fastest growing directory industry Enhances earnings growth potential

Investor Relations: Jill Sherratt +44 (0) Yell, Queens Walk, Oxford Road, Reading, Berkshire RG1 7PT ™Trade mark of Yell Limited