I. Table of Contents - ISS

tatiana\Bank Book\Public Bank Book\FINAL ISS PUBLIC Bank IM - Press Release to EMTN_1.doc 9 Nov 2005 10:32 61/91
ISS Global’s EMTNs 9
61
Legal Issues
On May 27, 2005, the boards of directors of ISS Holding, ISS and ISS Global received a letter from a
Danish law firm representing certain holders of ISS Global's EMTNs. The letter stated that these holders
had incurred losses as a result of declines in the trading price of the EMTNs following ISS Holding's
announcement of its tender offer for the shares of ISS and the downgrading of the credit rating of ISS
Global following ISS Holding's announcement of its intention to increase the debt leverage of ISS Global
in the future. It also stated that such holders would scrutinize whether any action taken or contemplated
in connection with the Acquisition, including the implementation of ISS's financing structure, was in
violation of the Danish Companies Act. The letter also noted that if, at the time the EMTNs were offered
and sold in 2004, either ISS Global, any of its directors or any member of its management team knew or
should have known of the Principal Shareholders' intention to acquire ISS and the resulting changes to
ISS Global's capital structure, there could be "serious questions of liability".
On July 28, 2005, ISS Global received a letter from an English law firm representing certain holders of
EMTNs requesting information concerning the structuring of the Acquisition and the offering of the notes
and again raising the possibility of legal action. Specifically, the letter contemplated legal action in
England to seek a declaration that the implementation of ISS's financing structure would result in a
breach of the negative pledge covenant of the EMTNs, which restricts ISS Global issuing certain
indebtedness represented or evidenced by securities ("Relevant Indebtedness") which is secured over
assets of ISS Global or its subsidiaries.
ISS's English and Danish lawyers engaged in correspondence and provided relevant extracts of finance
documentation to these law firms, and to the group of note holders who were instructing them, and who
were prepared to agree to confidentiality undertakings (but did not necessarily constitute all of the note
holders who had originally instructed or had otherwise been in contact with the two law firms) (the
"Instructing Note Holders"), in order to demonstrate why ISS Global believed that these assertions were
incorrect. In addition, the Sponsors and ISS confirmed to these law firms and the Instructing Note
Holders that neither ISS nor any of its subsidiaries or any of the directors or managers of any such
entities had any knowledge of the proposed Acquisition until March 2005, as the initial contacts relating
to the Acquisition were made in March 2005, subsequent to the offer or sale of the EMTNs.
Following the review of these documents and the information provided to them, discussions with the
English legal advisors to ISS Global and subsequent changes to the documents, the Instructing Note
Holders advised ISS Global that they were satisfied that the financing arrangements under the Senior
Credit Facilities Agreement will not result in any infringement of the terms of the EMTNs nor will these
arrangements otherwise be unlawful. This conclusion is consistent with the Danish and English legal
advice obtained by ISS.
Notwithstanding the foregoing, ISS cannot assure you that holders of the EMTNs will not seek to
institute an action or proceeding against ISS or any of its subsidiaries that could have the effect of
impeding or delaying the transactions described herein or the flow of funds from subsidiaries to ISS, or
that if instituted, any such action or proceeding would not be decided adversely to one or more of ISS
or its subsidiaries.
9 EMTN’s refer to ISS’s European Medium Term Notes due 2010 and 2014.