Business Context and Reporting Period
This Form 6-K filing by Reed Elsevier PLC and Reed Elsevier NV (collectively "Reed Elsevier") was furnished to the SEC on April 20, 2005. The report discloses specific director share dealings and transactions by the Reed Elsevier Employee Benefit Trust that occurred between April 14 and April 18, 2005. The filing does not contain financial results for a specific reporting period.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity figures. The only financial data present relates to share transaction prices and volumes:
- Trust Purchases: The Employee Benefit Trust purchased 347,378 Reed Elsevier PLC shares at 538.3182p, 104,498 Reed Elsevier NV shares at €11.3877, and various ADRs to meet future share option exercises.
- Director Purchase Prices: Shares were acquired at 538.3182p (PLC), €11.3877 (NV), $40.6353 (PLC ADR), and $29.2144 (NV ADR).
- Option Exercise: Director M.H. Armour exercised options over 39,600 PLC shares at 400.75p per share.
Material Changes
The filing details changes in share ownership for the Employee Benefit Trust and specific directors:
- Trust Holdings: Following recent purchases, the Trust holds an interest in 8,741,981 Reed Elsevier PLC ordinary shares and 3,780,057 Reed Elsevier NV ordinary shares.
- Director Holdings: Updated holdings were reported for Sir Crispin Davis, Mr. M.H. Armour, Mr. G.J.A. van de Aast, Mr. E. Engstrom, Mr. A. Prozes, and Mr. P. Tierney, reflecting purchases under the Bonus Investment Plan and option exercises.
Guidance, Outlook, and Risks
The filing outlines specific performance conditions tied to the Reed Elsevier Group plc Bonus Investment Plan:
- Vesting Conditions: Matching awards of nil cost restricted shares vest after three years, subject to continued employment and retention of purchased shares.
- Performance Metric: Vesting is contingent on the average adjusted EPS (at constant currencies) for both PLC and NV exceeding a 6% per annum compound growth rate during the 2005-2007 period.
- Option Scheme: Executive share options are generally exercisable between three and ten years from the grant date at the market price on the grant date.
Investor Verification Checklist
- Verify the total number of shares held by the Employee Benefit Trust (8.74m PLC / 3.78m NV) against the company's latest capitalization table.
- Confirm the current adjusted EPS trajectory to assess the likelihood of the 6% compound growth target being met for the 2005-2007 vesting period.
- Review the specific vesting schedules for the nil cost restricted shares granted to directors in April 2005.
- Check subsequent filings for any changes in director shareholdings or trust activity following this April 2005 reporting window.