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

16 May 2005

Macquarie Bank Limited announced today that it has an 18 per cent interest in a Macquarie Capital Alliance Group (MCAG)-led consortium, European Directories SA, which has entered into an agreement to acquire 100% of 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 is also present in France, Slovakia, Gibraltar and, through a 50/50 joint venture, Poland.

European Directories SA comprises MCAG, Macquarie Bank Limited and other third party equity investors, including Caisse de dépôt et placement du Québec, Nikko Principal Investments Limited, and clients of Macquarie Private Bank. YBR Group senior management are investing alongside the consortium.

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 the equity in YBR Group for a total consideration of €1,825 million (A$3,030 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 acquisition will be funded through a combination of equity and shareholder loans from the consortium.

Macquarie Bank will subscribe for approximately €98 million in equity under the terms of the consortium’s Shareholders Agreement and intends to sell down its interest to €50 million following completion of the transaction. Financial close is expected in July 2005. Completion is subject to competition law approvals.

The acquisition will reduce Macquarie Bank Group’s Tier One capital ratio by approximately 1 per cent during the holding period.

Macquarie Bank’s role in the transaction is as equity provider, financial advisor to European Directories SA, debt arranger and underwriter for the consortium. Macquarie Bank has invested on similar terms to MCAG.

Macquarie Bank Chief Financial Officer, Mr Greg Ward, said YBR Group is an attractive asset with very stable cash flows, an established business model with an experienced, proven management team and exposure to growth markets.

Mr Ward said Macquarie Bank will explore the option of the potential transfer of its holding in YBR Group to a Macquarie managed fund within the short to medium term.

For further details of the transaction, please refer to the ASX announcement issued by MCAG today.

For further information, please contact:

Erica Sibree
Investor Relations
Macquarie Bank Limited
Tel: (612) 8232 5008
Mobile: (614) 1302 6309

Matthew Russell
Public Relations
Macquarie Bank Limited
Tel: (612) 8232 4102
Mobile: (614) 1069 9532

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