I. Table of Contents - ISS

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tatiana\Bank Book\Public Bank Book\FINAL ISS PUBLIC Bank IM - Press Release to EMTN_1.doc 9 Nov 2005 10:32 10/91 Pro Forma Capitalization 10 Executive Summary Since the completion of the tender offer, ISS Holding and its subsidiaries have made a number of changes and adjustments to their capital structure. On July 27, 2005 and August 31, 2005, ISS Holding received dividends from ISS which it used primarily to repay outstanding amounts under the Cash Bridge Facility, Term Loan A and a portion of Term Loan B. ISS paid these dividends with proceeds by way of dividends it received from ISS Global A/S (“ISS Global”) and cash on hand. In addition, ISS Global financed its dividends to ISS from borrowings under Term Loan A, Term Loan B, and cash on hand. ISS Global also borrowed amounts under the Acquisition Facility A to replenish cash spent on acquisitions since September 30, 2005. Please see below for a summary of the pro forma capital structure of the Group as of September 30, 2005, adjusted for the changes described above. Table 2: Pro Forma Capitalization Table, as of September 30, 2005 LTM September 30, 2005 DKK m EUR m PF EBITDA (1) PF EBITDA – Capex % of Total Local Facilities (2) 1,393 187 0.42x 0.51x 4% Acquisition Facility (3) 604 81 0.61x 0.73x 2% Term Loan A 2,024 271 1.22x 1.48x 6% Term Loan B 3,679 493 2.34x 2.83x 12% Total Senior 7,700 1,032 2.34x 2.83x 24% Cash (1,493) (200) 1.89x 2.28x (4)% Total Net Senior 6,207 832 1.89x 2.28x 20% EMTN (4) 10,074 1,350 4.96x 5.98x 32% Subordinated Bridge Facility (5) 6,679 895 6.99x 8.44x 21% Net Cash Pay Debt 22,960 3,077 6.99x 8.44x 73% PIK Bridge Facility (6) 967 130 7.28x 8.79x 3% Cash Equity 7,693 1,031 9.63x 11.62x 24% Total Capitalization 31,620 4,238 9.63x 11.62x 100% Revolver (committed) (2) 1,750 235 Revolver (uncommitted) 750 100 Letter of Credit Facility (committed) 500 67 Acq. Facility A (committed) 1,750 235 Acq. Facility B (uncommitted) 3,500 469 Note: (1) Leverage multiples based on an estimated PF LTM September 2005 EBITDA of DKK 3,285 million and actual LTM September 2005 Capex of DKK 564 million. (2) The Senior Credit Facilities Agreement allows ISS to retain up to EUR 100 million of its existing facilities which are provided on a bilateral basis primarily to fund local working capital requirements. As of September 30, 2005, these amounted to DKK 1,393 million. ISS expects to reduce these facilities by drawing on its Revolver. (3) Subsequent to closing (May 11, 2005), the company has made a number of acquisitions and has drawn down DKK 604 million on Acquisition Facility A. (4) EMTN refer to ISS Global’s European Medium Term Notes due 2010 and 2014. (5) The Subordinated Bridge Facility is expected to be rolled-up into a permanent financing or refinanced on or before May 11, 2006. (6) The PIK Bridge Facility entered into by ISS Equity, the parent of ISS Holding, is expected to be rolled into a permanent financing or refinanced on or before May 11, 2006. Source: ISS Holding In addition to the Senior Term Facilities required to finance the Acquisition, the Senior Facilities include committed facilities in the form of DKK 1,750 million (EUR 235 million) Revolving Credit Facility, a DKK 500 million (EUR 67 million) Letter of Credit Facility and a DKK 1,750 million (EUR 235 million) Acquisition Facility A. The committed Revolving Credit Facility will be available to ISS Global or its subsidiaries to be used for general corporate purposes including working capital requirements. The Letter of Credit Facility will be available on an ongoing basis used for general guarantees (primarily performance bonds) required in ISS Global’s daily operations. The Acquisition Facility A will be available to fund general corporate acquisitions over the next 3 years, subject to satisfaction of several conditions precedent.
tatiana\Bank Book\Public Bank Book\FINAL ISS PUBLIC Bank IM - Press Release to EMTN_1.doc 9 Nov 2005 10:32 11/91 11 Executive Summary The Senior Credit Facilities Agreement also provides for uncommitted facilities in the form of DKK 750 million (EUR 100 million) Revolving Credit Facility and a DKK 3,500 million Acquisition Facility B (EUR 469 million). Acquisition Facility B, is available to fund general corporate acquisitions over the next 4 years, subject to satisfaction of certain criteria. C. Overview of Transaction Structure The equity investment from the Sponsors totals DKK 7,693 million (EUR 1,031 million) and was initially made into ISS Equity. After a corporate reorganisation the Sponsors now hold their investment through ISS Invest SARL (“ISS Invest SARL”) and its direct subsidiary ISS Invest II SARL (“ISS Invest II SARL”), which are both wholly beneficially owned Luxembourg holding companies. Certain employees of the subsidiary ISS Management A/S have committed to co-invest alongside the Sponsors, however, the final structure of their investment has yet to be determined. The Figure below represents the capital structure prior to the expected re-financing of the DKK 6,567 million (EUR 880 million) Subordinated Bridge Facility and the DKK 925 million (EUR 124 million) PIK Bridge Facility. A potential capital markets issuance would also be envisaged to raise additional funding for general corporate purposes of certain subsidiaries.
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