REED ELSEVIER
29 September 2003
Mr. Sanjeev Nanavati
Global Managing Director
Citibank Depositary Receipt Services
111 Wall Street, 20th Floor, Zone 7
New York, NY 10043
Dear Mr. Nanavati:
By this letter, and pursuant to Section 5.04 of the Deposit Agreement dated as of May 30, 1990 and amended from time to time (the "Deposit Agreement") amongReed Elsevier PLC (formerly “Reed International P.L.C.” and hereafter "Company"),Citibank ("Bank & Trust"), as Depositary, and the holders from time to time of American Depositary Receipts issued thereunder (the "Receipt"), the Company hereby removesCitibank as Depositary under the Deposit Agreement and appoints The Bank of New York ("BNY") as successor Depositary thereunder. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Deposit Agreement. By execution of this letter by BNY in the space provided below, BNY accepts its appointment as successor Dep ositary under the Deposit Agreement, effective on or after October 20, 2003 (the "Succession Date"), and agrees to be bound by the terms of this letter and to perform its obligations set forth herein. BNY will notify you separately regarding the exact Succession Date.
In connection with this appointment and in accordance with Section 5.04 of the Deposit Agreement and in confirmation of the provisions of the foregoing paragraph, the Company directsCitibank to transfer BNY all ofCitibank's rights and powers under the Deposit Agreement, to duly assign, transfer, and deliver all right, title, and interest in the Deposited Securities to BNY, and to deliver to BNY a list of the Holders of all outstanding American Depositary Receipts on the books for the registration of transfer thereof maintained byCitibank effective on the Succession Date. By execution of this letter byCitibank in the space provided below,Citibank effects such assignment and transfer and agrees to effect such deliveries.
By this letter and pursuant to Section 5.01 of the Deposit Agreement, the Company and BNY removeCitibank as registrar for the registry of Receipts or American Depositary Shares evidenced thereby on any stock exchanges or securities markets in the United States, effective on the Succession Date and BNY hereby agrees to act as substitute registrar effective on the Succession Date.
By separate letter, BNY will provide you with the first requests for information in order to ensure a smooth transition for our ADR holders. Effective on the Succession Date,Citibank's custodian, acting as agent forCitibank as the original Depositary, shall cease to act as Custodian and a Custodian or Custodians appointed by BNY shall become the substitute Custodian. BNY will be in contact with you and your current Custodian regarding delivery of the Deposited Securities and any relevant records to the substitute Custodian.
In accordance with Section 5.05, The Bank of New York will promptly mail notice of its appointment and of the appointment of the substitute Custodian to the record holders of Receipts in the manner provided in Section 7.05, and accordingly will be in further touch with you for these purposes.
The Bank of New York will absorb your reasonable out-of pocket expenses in connection with the transition. We understand that you will not, and byCitibank's execution of this letterCitibank confirms that it will not, charge the Company or any Holder any fees or any additional expense or other charges associated with this change of Depositaries.
Please execute both of the enclosed copies of this letter in the same provided below and return them to me.
We look forward to your cooperation in this matter.
Yours sincerely, Reed Elsevier PLC By:/s/ S.J. Cowden Name: S.J. Cowden Title: Secretary | |
The Bank of New York By:/s/ Joanne F. DiGiovanni Name: Joanne F. DiGiovanni Title: Vice President | |
Citibank By:/s/ Mary Gormley Name: Mary Gormley Title: AVP |
