(YELL.L) Yell Group PLC Buy/Sell

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The Issue Price of 42 pence per New Ordinary Share represents a 12.5% discount to the closing price on the London Stock Exchange of 48 pence per Ordinary Share on 9 November 2009.

Summary

Yell has also, today, released its results for the half year ended 30 September 2009, details of which are set out in a separate announcement.

A prospectus and shareholder circular containing details of the Capital Raising and associated proposed shareholder resolutions is expected to be posted to shareholders later today and will be available on the Company's website, www.yellgroup.com. An Extraordinary General Meeting to approve the Capital Raising is expected to be held at 11:00 a.m. on 26 November 2009.

John Condron, Chief Executive, said:

"Following last week's approval by our lenders of our refinancing proposals, our shareholders are today demonstrating their support for the second and inter-dependent part of these proposals, the raising of £660 million of new equity. This is significantly above the "at least £500 million" to which we had committed ourselves. We very much appreciate the support that our investors are demonstrating and the confidence they are placing in Yell.

Our refinancing will strengthen our capital structure, immediately reducing debt and supporting our strategic and operational focus. The extension of maturities of our debt out to 2014 provides a meaningful window for economic recovery while we also pursue our goal of deleveraging.

Our six months results have again delivered slightly above the revenue and EBITDA guidance with margins benefiting from the cost restructuring actions we undertook last year. While the results reflect the continued effects of the economic recession and reduction in confidence among businesses across all sectors, they also show the comparative strength of Yell's trading position and Yell's continued very strong cash generation. We are seeing the rate of revenue decline stabilising. We have continued to invest in our growing internet operations, and the actions we have taken to reshape our business in order to take advantage of the opportunities of changing consumer behaviour are standing us in good stead. We are progressively strengthening our position as a leading provider of business leads to SMEs regardless of channel and we are well placed to benefit from the economic recovery when it arrives."

A presentation to analysts is scheduled for 09:00 a.m. on 10 November 2009 at the City Presentation Centre, 4 Chiswell Street, London EC1Y 4UP.

For further information, please contact:

Yell * Investors Yell - Media
Rob Hall Jon Salmon

Tel Tel
+44 (0)118 950 6838 +44 (0)118 950 6656
Mobile Mobile
+44 (0)7793 957848 +44 (0)7801 977340

Citigate Dewe Rogerson Anthony Carlisle Tel

+44 (0)20 7638 9571 Mobile +44 (0)7973 611888
J.P. Morgan Cazenove BofA Merrill Lynch

Laurence Hollingworth, Rupert Rupert Hume * Kendall, Mark
Sadler Astaire
+44 (0) 20 7588 2828 +44 (0) 20 7628 1000
Deutsche Bank Rothschild
Edward Law, Geoffrey Austin Warner Mandel, Nigel
Himsworth
+44 (0) 20 7545 8000 +44 (0) 20 7280 5000

IMPORTANT NOTICE

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, securities of the Company in the United States or in any other jurisdiction.

This announcement has not been approved by the Financial Services Authority or by any other regulatory authority. This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information provided in the prospectus to be published by the Company in due course. Copies of the prospectus will, following publication, be available from the Company's registered office at Queens Walk, Oxford Road, Reading, Berkshire, RG1 7PT, United Kingdom and at the Company's website at www.yellgroup.com.

The securities of the Company (the "Securities") have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from such registration is available. No public offering of Securities is being made in the United States.

No communication or information relating to the offer of Securities (the "Offering") may be disseminated to the public in jurisdictions other than the United Kingdom and the Republic of Ireland where prior registration or approval is required for that purpose. No

action has been taken that would permit an offer of the Securities in any jurisdiction where action for that purpose is required, other than in the United Kingdom and the Republic of Ireland.

J.P. Morgan Cazenove is acting as Joint Sponsor, Joint Global Co-ordinator, Joint Bookrunner and Joint Financial Adviser to Yell in respect of the Capital Raising. Merrill Lynch and Deutsche Bank are acting as Joint Global Co-ordinators and Joint Bookrunners in respect of the Capital Raising. HSBC is acting as Joint Bookrunner in respect of the Capital Raising. Rothschild is acting as Joint Sponsor and Joint Financial Adviser to Yell in respect of the Capital Raising. RBS, Lloyds and BNP Paribas are acting as Co-Lead Managers in respect of the Capital Raising.

This announcement has been issued by and is the sole responsibility of Yell. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Cazenove, Rothschild, Deutsche Bank, Merrill Lynch, HSBC, BNP Paribas, Lloyds TSB Corporate Markets or RBS Hoare Govett or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore whether arising in tort, contract or otherwise is expressly disclaimed.

J.P. Morgan Cazenove, Rothschild, Deutsche Bank, Merrill Lynch, HSBC, BNP Paribas, Lloyds TSB Corporate Markets and RBS Hoare Govett are acting for Yell and no one else in connection with the Capital Raising and will not regard any other person as a client in relation to the Capital Raising and will not be responsible to anyone other than Yell for providing the protections afforded to their respective clients or for providing advice in relation to the Capital Raising or any matters referred to in this announcement.

Certain statements made in this announcement constitute forward-looking statements. Forward-looking statements can be identified by the use of words such as "believes", "estimates", "anticipates", "expects", "intends", "plans", "annualised", "goal", "target", "aim", "may", "will", "would", "could" or "should" or similar expressions (in each case, their negative or other variations or comparable terminology). Statements in this announcement that are not historical facts are hereby identified as "forward-looking statements". Such forward-looking statements, including, without limitation, those relating to future business prospects, revenue, liquidity, capital needs, interest costs and income, in each case relating to Yell, wherever they occur in this document, are not necessarily based on assumptions reflecting the views of the Group and involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. Such forward looking statements should, therefore, be considered in the light of various important factors. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation: economic and business cycles, the terms and conditions of the Group's financing arrangements, including fluctuations in interest rates, foreign currency rate fluctuations, competition in the Group's principal markets, acquisitions or disposals of businesses or assets and trends in the Group's principal industries and markets. As such, forward-looking statements are no guarantee of future performance.

YELL GROUP PLC

Firm Placing of 785.9 New Ordinary Shares at 42 pence per New Ordinary Share and Placing and Open Offer of 785.9 New Ordinary Shares at 42 pence per New Ordinary Share

Introduction

On 30 June 2009, the Company announced that it had embarked upon a process to comprehensively refinance the Group. As announced on 2 November 2009, the Group has concluded discussions with its lenders in relation to the Refinancing and an agreement has been reached with in excess of 95 per cent. (by value) of its lenders of record to exchange their participations under the Existing Facilities Agreement for indebtedness under the New Facilities Agreement, which will become effective subject to, among other things, a minimum gross equity raising of £500 million to prepay amounts outstanding under the New Facilities Agreement.

The Company is proposing to raise gross proceeds of approximately £660 million to accelerate the prepayment of amounts outstanding under its New Facilities Agreement, which, in turn, will improve the strength of its balance sheet, and lower the costs of borrowing by taking advantage of the margin ratchet provisions of the New Facilities Agreement.

The Capital Raising is conditional on, among other things, the approval of the Capital Raising Resolutions by Shareholders at an Extraordinary General Meeting of the Company to be held at 11:00 a.m. on 26 November 2009 at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS and upon the Placing Agreement becoming unconditional in all respects. Shareholder approval is required to remove the limitation on the Company's authorised share capital in line with the Companies Act 2006, the granting of authority to allot and issue the New Ordinary Shares on a non pre-emptive basis, the discounted Issue Price and the approval of related party transactions.

Background to and reasons for the Capital Raising

Yell is a leading international classified advertising publisher operating in the United Kingdom, the United States, Spain and certain countries in Latin America. Yell puts buyers in touch with sellers through an integrated portfolio of simple-to-use, cost-effective advertising products available through printed, online and mobile-based media. Yell aims to be the best provider of quality business leads in all of its markets, regardless of channel, by continuing to meet the changing demands of advertisers and consumers, and by taking advantage of new technologies and communication methods.

Yell aims to deliver value for money advertising solutions and believes that the directories sector in general has traditionally proved relatively resilient to economic downturns. This continues to be the case, with Yell UK's internet revenue outperforming many other advertising competitors such as the regional press. (1) The Board notes the comparative strength of the Group's trading position, the

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(1) Local press, Enders analysis estimate of print/online revenue split for 2004, 2006 and 2008.

continued growth in internet revenue and the Group's strong cash generation, with 134.7 per cent. of adjusted EBITDA in the six months ended 30 September 2009 converted to operating cash flow of £399.8 million. However, the severity of the recent economic downturn has adversely affected the confidence and hence, advertising spend, of Yell's core customer base of SMEs. The Group believes that while customers continue to see the value of Yell's products and, therefore, continue their relationship with the Group, they have reduced their spend on classified advertising as economic pressures have increased. The reduction in customer advertising spend has negatively affected Yell's operating performance and balance sheet position. The Group's revenue began declining in the three months ended 30 September 2008 with a decline of 0.6 per cent., on a constant currency basis, compared to the same period in the prior year. This revenue decline has continued through the economic downturn and, for the three months ended 30 September 2009, the Group's revenue declined by 15.6 per cent. on a constant currency basis, as compared to the same period in the prior year. The Group does not expect revenue to improve until after market conditions improve.

In response to the difficult trading conditions, the Group has undertaken a number of initiatives with the aim of reducing costs, growing internet revenue, demonstrating the value of its products and refinancing the Group's term loans. Since 2008 the Group has taken steps to reduce its annual costs by £250 million (approximately 20 per cent. of the cost base in the year ended 31 March 2008) by, among other things, automating processes, changing publishing schedules and improving customer targeting. The Group has focused on growing the Group's internet revenue by investing in the development of the Group's internet products (including its websites). The Group has also invested in demonstrating the cost effectiveness of its products. In addition, the Group has successfully negotiated the New Facilities Agreement to refinance a significant portion of the Group's term loans, which required refinancing before their maturity in April 2011. Through the refinancing, the Group has also made favourable revisions to its financial covenants, which, in light of the economic environment, were becoming increasingly difficult to satisfy.

Notwithstanding the Board's confidence about the growth prospects of Yell over the medium to long term, it believes that the business will benefit from the Capital Raising in three ways:

The Board has concluded that the Group's capital structure is no longer appropriate for the business going forward. Accordingly, the Group has created additional headroom and extended the debt maturities by successfully negotiating the New Facilities Agreement, which will provide the Group greater operational and financial flexibility. The New Facilities Agreement includes, among others, the following provisions:

The Board believes that the Capital Raising represents the only viable means of meeting the equity raising condition of the New Facilities Agreement. If the Capital Raising does not complete, the Board believes that it will not be possible for the Group to satisfy the equity raising condition referred to above within the required timeframe and, accordingly, that the New Facilities Agreement will not become effective and the Group will remain subject to the Existing Facilities Agreement. Should this occur, the Board believes it is probable that the Group would breach certain of its financial covenants under the Existing Facilities Agreement at the next test date as at 31 December 2009. Under the New Facilities Agreement, the Board believes that the Group would have sufficient covenant and liquidity headroom throughout the term of the New Debt Facilities.

The Board believes that, in conjunction with the New Debt Facilities, the Capital Raising should enable Yell to protect and enhance shareholder value and improve shareholder confidence without significantly detracting from the Group's ability to take advantage of the evolving marketplace for business leads as and when an economic recovery begins.

The Capital Raising is intended to strengthen the Group's balance sheet as a result of a more robust capital structure achieved through the prepayment of debt, as required by the New Facilities Agreement. The Board believes that the proposed Capital Raising will achieve an immediate reduction in the Group's net debt, allowing it to deleverage more rapidly and diversify its funding sources and will support the Group through the current difficult economic climate and ensure it is well positioned to benefit once the economic recovery begins.

The increased operational and financial flexibility provided by the Group's New Facilities Agreement, which will come into effect in the circumstances described above, are expected to improve the Group's ability to focus on its strategy to move from a multi-channel directories publisher to a comprehensive provider of business leads. As the usage market fragments further, businesses and, in particular, SMEs, increasingly need "hassle free" assistance to be found by consumers, regardless of media channel. In order to increase the overall cost-efficiency of its product offering, Yell aims to become a one-stop shop for generating business leads, by maintaining a robust, established print offering and affordable internet and mobile-based products. In particular, the Group intends to continue to invest in technology that enables it to demonstrate the effectiveness of its products and assist its advertising customers in increasing their online presence, and focus on improving the Group's operational and sales force efficiency.

Competitive strengths of the Group

The Board believes that the Group has a number of key strengths, including the following:

Yell is a leading provider of classified directory advertising in the United Kingdom, Spain, Chile, Peru and Argentina. It is also the largest independent classified directory publisher in the United States with operations in 48 of the 50 states and the District of Columbia.

The Group has 1.6 million customers across a diverse range of SMEs. The Group acts as an outsourced "sales and marketing department" for many of its SME customers, who often receive many of their business leads through advertisements placed in the Group's products. In the current economic climate, SMEs have been reducing their advertising expenditure, but have generally continued their relationships with the Group. The Group believes the strength of these relationships is evidenced by the Group's strong retention rates for advertising customers, who continue to demonstrate high levels of customer loyalty despite the economic downturn.

The Group's products are offered to advertising customers by a team of over 6,300 experienced sales consultants who have direct contact with the Group's customers, maintaining and supporting the strong relationship-based service the Group offers. The Group's sales consultants are trained to market comprehensive advertising solutions across all of the Group's products. The Group uses sophisticated techniques to incentivise and manage its sales force to efficiently and effectively target potential sales leads and offer the most appropriate advertising solutions to its customers, depending on the preference and behaviour of consumers.

Directories (both print and online) are simple to use and are frequently used by a wide variety of consumers to search for a broad range of products and services. The Group believes that classified directory advertising is a key advertising medium for SMEs because it is generally recognised as a cost-effective and targeted form of advertising. The Group believes that return on investment for advertisers remains high in both the Group's print and internet products. The Group seeks to continue to "prove value" to its advertising customers through a number of new and existing initiatives.

As consumers are using a wider variety of channels to search for local businesses, the Group believes SMEs are looking for simple ways to increase their exposure on the internet and to exploit its potential power as an advertising and promotional medium. The Group understands SME advertisers typically lack the time, expertise and resources to devise complex internet advertising strategies involving keyword selection, SEM, SEO and many other techniques necessary to gain prominence and effectively target consumers. The Group believes, with its strong sales force, close customer relationships, extensive databases and solid customer service processes, it is well placed to put buyers in touch with sellers through its internet products.

Brand recognition is key to making Yell a trusted business that is attractive to consumers and advertisers. The Group believes it has achieved excellent brand recognition through effective advertising and strong promotional campaigns in the markets in which it operates.

Despite difficult economic conditions and the resulting decline in consumer activity and advertising revenue, the cash generation of the Group remains very strong with 89.5 per cent. of adjusted EBITDA in the year ended 31 March 2009 converted to operating cash flow of £730.2 million(2) and 134.7 per cent. of adjusted EBITDA converted to operating cash flow of £399.8 million for the six months ended 30 September 2009.

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(2) Operating cash flow is adjusted EBITDA plus the change in working capital minus capital expenditure.

Each of the Group's senior management has, on average, more than 20 years of experience in either directory advertising or media and communications businesses more generally. The team has both substantial experience and a successful track record of operating the Group, delivering organic revenue growth, implementing ongoing efficiency gains and making and integrating acquisitions.

Objectives and strategy of the Group

The key objectives and strategies of the Group are set out below:

The Group believes that its close customer relationships and experienced sales force allow it to deliver business leads via any combination of print, online and mobile search channels, and provide its SME customers a particular advantage in today's fragmenting usage market. As well as delivering leads from its own products, the Group intends to continue to deliver additional value by helping SMEs manage their online marketing and exposure on major search engines and on other platforms.

The Group believes its products provide attractive value in terms of generating business leads and the Group intends to continue to invest in technology that enables it to demonstrate the effectiveness of its products and so improve its customer retention and increase its market share. The Board believes that continued investment in product development and marketing will allow the Group to maintain and increase usage across its products. For example, the Group has significantly increased the unique phone lines available to its customers. These lines allow resulting calls to be logged and tracked, enabling the Group to demonstrate to its customers the effectiveness of each advertisement.

The Group intends to continue to develop new technologies and platforms, assist its advertising customers in increasing their online presence and leverage the value that new technology can bring to its existing products and processes. The Group continues to invest in online technologies. The Group also intends to continue to invest in its ability to deliver quality business leads to its advertising customers through existing and emerging media channels.

The Group intends to continue to improve the efficiency of its sales teams while maintaining the recent improvements made to its cost structure. Measures being implemented to enhance sales efficiency include devoting fewer resources to targeting new advertising customers who the Group believes are less likely to generate repeat business and rescheduling printing runs to improve capacity. In addition, the Group has increased the level of automation, allowing sales consultants to spend more time with advertising customers and to meet more advertising customers per day. In line with its recent initiatives, the Group also intends to maintain an efficient cost base, through a continued focus on streamlining back office functions and overall process efficiency.

The New Facilities Agreement

The New Facilities Agreement will become effective subject to, among other things, the Company completing a gross equity raising of at least £500 million. The gross equity proceeds less agreed costs and expenses (including, but not limited to, equity raising, debt amendment and hedging costs) will be used to prepay, on a pro rata basis, the term loans made available under the New Facilities Agreement.

The New Debt Facilities will be used to fund the purchase of the term loan commitments of the lenders consenting to the exchange of participations in the Existing Debt Facilities for participations in the New Debt Facilities. The participations under the New Debt Facilities to which the Consenting Lenders become entitled will be of the same principal amount and denominated in the same currency as the participations in the Existing Debt Facilities. The New Debt Facilities also include a revolving credit facility of up to £200 million.

The New Debt Facilities will mature in April 2014, "Facility A" and July 2014, "Facility B", respectively. Under the new Facility A, the Group is obliged to make six monthly mandatory repayment instalments of £25 million (commencing 30 September 2010), with the remainder to be repaid in full on the applicable maturity date. The new Facility B is to be repaid in full on the applicable maturity date. The New Debt Facilities carry a higher interest rate than the Existing Debt Facilities.

Terms and Conditions of the Capital Raising

Structure of the Capital Raising

The Company proposes to raise gross proceeds of approximately £660 million through the Capital Raising by the issue of New Ordinary Shares at an issue price of 42 pence per New Ordinary Share, a discount of 6 pence (12.5 per cent) to the Closing Price on 9 November 2009. 785.9 million New Ordinary Shares will be issued through the Firm Placing and 785.9 million New Ordinary Shares will be issued through the Placing and Open Offer.

In setting the Issue Price, the Directors have considered the price at which the New Ordinary Shares need to be offered to investors to ensure the success of the Capital Raising and have held discussions with a number of key institutional investors to determine their willingness to subscribe for the New Ordinary Shares at that price. The level of discount reflects the need, due to the size of the Capital Raising relative to the existing market capitalisation of the Group, to generate demand from both existing shareholders of the Group and new investors. The Directors believe that both the Issue Price and the discount are appropriate.

In structuring the Capital Raising, the Directors have had regard, among other things, to the current market conditions, the level of the Company's share price and the importance of pre-emption rights to Shareholders. After considering these factors, the Directors have concluded that the Firm Placing and Placing and Open Offer is the most suitable option available to the Company and its Shareholders. The Open Offer component of the fundraising provides an opportunity for all Qualifying Shareholders (other than, subject to certain exceptions, Excluded Territory Shareholders) to participate by subscribing for Open Offer Shares pro rata to their current holding of Ordinary Shares.

Principal terms of the Firm Placing

The Company is proposing to issue 785.9 million New Ordinary Shares at a price of 42 pence per New Ordinary Share pursuant to the Firm Placing. The Firm Placing is fully underwritten by the Joint Underwriters pursuant to the Placing Agreement.

The Firm Placed Shares are not subject to clawback and do not form part of the Open Offer. The Firm Placing is expected to raise £330 million before expenses. The Firm Placing is subject to the same conditions and termination rights that apply to the Placing and Open Offer.

The Firm Placing and Placing and Open Offer are inter-conditional and conditional, among other things, on Shareholder approval, which will be sought at the Extraordinary General Meeting.

The Joint Bookrunners, as agents for the Company, have made arrangements to conditionally place the Open Offer Shares pursuant to the Placing, subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer.

Application will be made to the UK Listing Authority for the Firm Placed Shares to be admitted to the Official List and to the London Stock Exchange for the Firm Placed Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective on 30 November 2009 and that dealings for normal settlement in the Firm Placed Shares will commence at 8:00 a.m. on 30 November 2009.

The Firm Placed Shares will, when issued and fully paid, be identical to, and rank in full with, the Ordinary Shares for all dividends and other distributions declared, made or paid after Admission and will rank pari passu in all respects with the Existing Ordinary Shares as at the date of issue.

Principal Terms of the Placing and Open Offer

The Issue Price of 42 pence per New Ordinary Share represents a discount of 6 pence (12.5 per cent.) to the Closing Price of 48 pence per Ordinary Share on 9 November 2009 (being the last Dealing Day prior to announcement of the Capital Raising). The Placing and Open Offer is expected to raise approximately £330 million before expenses.

Under the terms of the Placing and Open Offer, Qualifying Shareholders (other than, subject to certain exceptions, Excluded Territory Shareholders) will be given the opportunity to apply for the Open Offer Shares at the Issue Price, pro rata, to their holdings of Existing Ordinary Shares on the Record Date, on the basis of:

1 Open Offer Share for every 1 Existing Ordinary Share

Qualifying Shareholders (other than, subject to certain exceptions, Excluded Territory Shareholders) may apply for any whole number of Open Offer Shares up to their maximum entitlement.

Application Forms are expected to be despatched to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, Excluded Territory Shareholders) on 10 November 2009 and Qualifying CREST Shareholders (other than, subject to certain exceptions, Excluded Territory Shareholders) are expected to receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements at 8:00 a.m. on 11 November 2009.

The Placing and Open Offer is fully underwritten by the Joint Underwriters pursuant to the Placing Agreement. J.P. Morgan Cazenove and Rothschild have been appointed as Joint Sponsors; J.P. Morgan Cazenove, Merrill Lynch, Deutsche Bank and HSBC have been appointed as Joint Bookrunners and J.P. Morgan Securities, Merrill Lynch, Deutsche Bank, HSBC and the Co-Lead Managers (being each of RBS, Lloyds and BNP Paribas) have been appointed as Joint Underwriters to the Capital Raising.

Application has been made for the Open Offer Shares to be admitted to CREST. It is expected that the Open Offer Entitlements will be admitted to CREST at 8:00 a.m. on 11 November 2009. The Open Offer Entitlements will also be enabled for settlement in CREST at 8:00 a.m. on 11 November 2009. Applications through the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

The Placing and Open Offer is conditional, among other things, upon the passing of the Capital Raising Resolutions at the Extraordinary General Meeting and Admission of the New Ordinary Shares occurring by no later than 8:00 a.m. on 30 November 2009 (or such later time and/or date as the parties to the Placing Agreement may determine).

If Admission does not take place on or before 8:00 a.m. on 30 November 2009 (or such later time and/or date as the parties to the Placing Agreement may determine), the Open Offer will lapse, any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest as soon as practicable thereafter. In these circumstances, the Placing to the Conditional Placees will not proceed.

Application will be made to the UK Listing Authority for the Open Offer Shares to be admitted to the Official List and to the London Stock Exchange for the Open Offer Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective on 30 November 2009 and that dealings for normal settlement in the Open Offer Shares will commence at 8:00 a.m. on 30 November 2009.

Any Qualifying Shareholder who has sold or transferred all or part of his or her registered holding(s) of Ordinary Shares prior to 8:00 a.m. on 10 November 2009 is advised to consult his or her stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to apply for Open Offer Shares may be a benefit which may be claimed from him or her by the purchasers under the rules of the London Stock Exchange.

The Open Offer Shares, when issued and fully paid, will be identical to and rank in full for all dividends or other distributions declared, made or paid after Admission and in all respects will rank pari passu with the Existing Ordinary Shares. No temporary documents of title will be issued.

Commitments of Conditional Placees to subscribe for Open Offer Shares pursuant to the Placing are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer.

Effect of the Capital Raising

Upon completion of the Capital Raising, the New Ordinary Shares will represent approximately 200 per cent. of the Company's existing issued share capital and approximately 66.7 per cent. of the Company's Enlarged Issued Share Capital. New Ordinary Shares issued through the Placing and Open Offer and New Ordinary Shares issued through the Firm Placing will each account for 50 per cent., of the total New Ordinary Shares to be issued. The Capital Raising Resolutions set out in the Notice of Extraordinary General Meeting must be passed in order for the Capital Raising to proceed.

Following the issue of the New Ordinary Shares to be allotted pursuant to the Capital Raising, Qualifying Shareholders who take up their full entitlements in respect of the Open Offer will experience a dilution of 33.3 per cent. of their interests in the Company as a result of the Firm Placing. Qualifying Shareholders who are not eligible to or do not take up any of their entitlements in respect of the Open Offer will experience a greater dilution of approximately 66.7 per cent. of their interests in the Company as a result of the Capital Raising.

Qualifying Shareholders should note that the Open Offer is not a rights issue. In the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market on behalf of, or placed for the benefit of, Qualifying Shareholders who are not eligible to or do not apply under the Open Offer but rather will be issued to Placees for the benefit of the Company.

Use of proceeds

The Directors will use the gross proceeds of the Capital Raising, amounting to £660 million, to prepay the term loans made available under the New Facilities Agreement, to settle hedging contracts relating to the prepayment, and to satisfy the fees and expenses associated with the Refinancing and the Capital Raising.

Current trading and future prospects

The Group's third quarter trading is in line with guidance given on 10 November 2009, when the Group indicated it expected revenue for the third quarter to be around 16 per cent. lower than the comparable period last year at constant exchange rates. For the three months ended 30 September 2009, actual revenue at constant exchange rates was down 15.6 per cent. compared to the same period last year.

Trading conditions continue to be challenging and the Group believes it is too early to tell if confidence has returned to its core target customer base. As a consequence, the Group does not currently anticipate any significant improvement in the rate of year on year revenue decline for the remainder of the fiscal year.

Dividends and dividend policy

As part of the New Facilities Agreement, Yell is restricted from paying dividends until its net debt to EBITDA ratio is less than 3.50:1, subject to the exceptions described below.

Subject to reducing the New Debt Facilities by a further £250 million within 18 months of the first utilisation date of the New Debt Facilities, as part of the negotiation of the terms of the New Debt Facilities, the Company has agreed an exception to the dividend restriction. In the financial year commencing 1 April 2010 (but not before 1 December 2010), the Company may pay an annual dividend of £25 million plus a further £8.5 million for every £50 million by which the amount of gross proceeds of the Capital Raising exceeds £500 million (of which up to one third may be paid as the interim dividend with the remaining proportion paid as the final dividend).

The Board intends to re-assess its dividend policy on a regular basis with a view (subject to business performance, the ongoing investment requirements of the business and the restrictions under the New Facilities Agreement) to re-commence the payment of dividends.

Directors' intentions

Each of the Directors who currently has a beneficial holding in the Company intends to take up all, or a majority of (as the case may be) his Open Offer Entitlements.

Extraordinary General Meeting

The Extraordinary General Meeting will be held at 11:00 a.m. on 26 November 2009 at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS. The purpose of the Extraordinary General Meeting is to consider and, if thought fit, to pass the Resolutions necessary to effect the Capital Raising.

Shareholders should read the full text of the Resolutions contained in the Notice of Extraordinary General Meeting in the Prospectus.

Expected Timetable of Principal events

Event 2009
Record Date for Open Offer Entitlements 6:00 p.m. on 6
November
Announcement of the proposed Capital Raising and 10 November

Prospectus and Form of Proxy published
Ex-entitlement date for the Open Offer 8:00 a.m. on 10
November
Open Offer Entitlements credited to stock 8:00 a.m. on 11
accounts of Qualifying CREST Shareholders in November

Recommended latest time for withdrawing Open 4:30 p.m. on 18
Offer Entitlements from CREST November
Latest time and date for depositing Open Offer 3:00 p.m. on 19
Entitlements into CREST November
Latest time and date for splitting Application 3:00 p.m. on 20
Forms (to satisfy bona fide market claims only) November
Latest time and date for receipt of completed 11:00 a.m. on 24
Application Forms and payment in full under the November

Open Offer and settlement of the CREST instructions (as appropriate)
Latest time and date for receipt of Forms of 11:00 a.m. on 24
Proxy and receipt of electronic proxy November

appointments by registered Shareholders for the Extraordinary General Meeting
Announcement of acceptances by Qualifying 25 November

Shareholders
Placees notified of total number of New Ordinary 25 November

Shares for which they are subscribing
Extraordinary General Meeting 11:00 a.m. on 26
November
Announcement of results of the Extraordinary 26 November

General Meeting
Admission and commencement of dealings in New 8:00 a.m. on 30
Ordinary Shares, fully paid, on the London Stock November

Exchange
New Ordinary Shares credited to CREST stock 8:00 a.m. on 30
accounts (uncertificated holders only) November
Despatch of definitive share certificates for the 7 December

New Ordinary Shares in certificated form (to Qualifying Non-CREST Shareholders only)
Completion of the Refinancing 30 November

The following definitions apply throughout this announcement, unless the context otherwise requires:
"Admission" the admission of the New
Ordinary Shares to the
Official List becoming
effective in accordance with
the Listing Rules and the
admission of the New Ordinary
Shares to trading on the
London Stock Exchange's main
market for listed securities
becoming effective in
accordance with the Admission
Standards;
"Admission Standards" the Admission and Disclosure
Standards issued by the
London Stock Exchange;
"Application Form" the personalised application
form on which Qualifying
Non-CREST Shareholders may
apply for Open Offer Shares
under the Open Offer;
"Board" the Directors of the Company;
"Capital Raising" the Firm Placing and the
Placing and Open Offer;

"Capital Raising Resolutions" Resolution 1, Resolution 2
and Resolution 3 set out in
the Notice of Extraordinary
General Meeting;
"Closing Price" the closing middle market
quotation of an Ordinary
Share as derived from the
Daily Official List published
by the London Stock Exchange;
"Co-lead Managers" BNP Paribas, Lloyds TSB and
RBS Hoare Govett;
"Company or Yell" Yell Group plc;
"Conditional Placees" those persons (if any) to
whom Open Offer Shares not
taken up by Qualifying
Shareholders in the Open
Offer are to be placed;
"Consenting Lenders" the lenders who sell their
participations in the
Existing Debt Facilities in
exchange for participations
in the New Debt Facilities;
"CREST" the computerised settlement
system operated by Euroclear
that facilitates the transfer
of shares;
"Daily Official List" the daily record setting out
the price of all trades in
shares and other securities
conducted on the London Stock
Exchange;
"Dealing Day" any day on which the London
Stock Exchange is open for
business in the trading of
securities admitted to the
Official List;
"Deutsche Bank" Deutsche Bank AG, London
Branch, branch registered in
England;
"Directors" the Executive Directors and
Non-Executive Directors of
the Company;
"EBITDA" Earnings before interest,
tax, depreciation and
amortisation;
"Enlarged Issued Share the issued number of Ordinary
Capital" Shares immediately following
the completion of the Capital
Raising;
"EURIBOR" Euro Interbank Offered Rate;
"Euroclear" Euroclear UK & Ireland
Limited, the operator of
CREST;
"Excluded Territory" Australia, its territories
and possessions, Canada,
Japan, South Africa and any
other jurisdiction where the
extension or availability of
the Capital Raising (or any
transaction contemplated
thereby and any activities
carried out in connection
therewith) would breach
applicable law and ''Excluded
Territory'' means any one of
them;
"Excluded Territory a Qualifying Shareholder who
Shareholders" has a registered address in,
or who is resident or located
in (as applicable), any
Excluded Territory or who has
a registered address in the
United States;
"Executive Directors'' the executive directors of
the Company;
"Existing Facilities the facilities agreement
Agreement" entered into on 27 April 2006
among the Company and certain
of its subsidiaries, as
borrowers and/or guarantors,
with Citigroup Global Markets
Limited, Deutsche Bank AG,
London Branch, Goldman Sachs
International and HSBC Bank
plc as arrangers; Deutsche
Bank AG, London branch,
Goldman Sachs International,
Goldman Sachs Credit Partners
LP, HSBC Bank plc and
Citibank, N.A. as original
lenders (such agreement as
amended on 27 July 2006, 10
August 2006 and 8 October
2008,
"Existing Ordinary Shares" the Ordinary Shares in issue
at the Record Date;
"Extraordinary General the extraordinary general
Meeting" or "EGM" meeting of the Company to be
held on 26 November 2009;
"Facility A" Facility A1, Facility A2,
Facility A3, Facility A4 and
Facility A5 as put forth in
the Existing Facilities
Agreement;
"Facility B" Facility B1 and Facility B2
as put forth in the Existing
Facilities Agreement;
"Firm Placed Shares" the 785.9 million New
Ordinary Shares which are the
subject to the Firm Placing
and ''Firm Placed Share''
means one of them;
"Firm Placees" those persons (if any) with
whom Firm Placed Shares are
placed;
"Firm Placing" the placing of 785.9 million
New Ordinary Shares with the
Firm Placees;
"Form of Proxy" the form of proxy
accompanying the Prospectus
for use in connection with
the Extraordinary General
Meeting;
"FSA" the Financial Services
Authority of the United
Kingdom;
"FSMA" the Financial Services and
Markets Act 2000, as amended;
"Group" the Company and its
subsidiary undertakings;
"HSBC" HSBC Bank plc;
"Issue Price" 42 pence per New Ordinary
Share
"Joint Bookrunners" J.P. Morgan Cazenove, Merrill
Lynch, Deutsche Bank and
HSBC;
"Joint Financial Advisers" J.P. Morgan Cazenove and
Rothschild;

"Joint Global Co-ordinators" J.P. Morgan Cazenove, Merrill
Lynch and Deutsche Bank;
"Joint Sponsors" J.P. Morgan Cazenove and
Rothschild;
"Joint Underwriters" J.P. Morgan Securities,
Merrill Lynch, Deutsche Bank,
HSBC and the Co-Lead Managers
(being each of BNP Paribas,
Lloyds TSB and RBS Hoare
Govett;
"J.P. Morgan Cazenove" J.P. Morgan Cazenove Limited;
"J.P. Morgan Securities" J.P. Morgan Securities
Limited;
"LIBOR" London Interbank Offered
Rate;
"Listing Rules" the listing rules issued by
the FSA pursuant to Part VI
of FSMA;
"Lloyds" Lloyds TSB Corporate Markets;
"London Stock Exchange" London Stock Exchange plc;
"Merrill Lynch" Merrill Lynch International;
"New Debt Facilities" the new debt facilities
provided under the New
Facilities Agreement;

"New Facilities Agreement" the facilities agreement that
the Company and certain of
its subsidiaries, as
borrowers and guarantors and
certain other of the
Company's subsidiaries as
guarantors, have agreed to
enter into, the effectiveness
of which is subject to
certain conditions, with HSBC
Bank plc as facility agent
and security trustee and the
financial institutions
referred to therein as
original lenders;
"New Ordinary Share(s)" the new ordinary shares to be
issued pursuant to the
Capital Raising and ''New
Ordinary Share'' means one of
them;

"Non-Executive Directors" the non-executive directors
of the Company;
"Notice of Extraordinary the notice convening the
General Meeting" Extraordinary General
Meeting;
"Official List" the official list of the FSA;
"Open Offer" the offer to Qualifying
Shareholders, constituting an
invitation to apply for the
Open Offer Shares, on the
terms and subject to the
conditions set out in the
prospectus and, in the case
of Qualifying Non-CREST
Shareholders, in the
Application Form;
"Open Offer Entitlement(s)" the entitlement of a
Qualifying Shareholder to
apply for 1 Open Offer Share
for every 1 Existing Ordinary
Share held by him on the
Record Date;
"Open Offer Share(s)" the 785.9 million New
Ordinary Shares to be offered
to Qualifying Shareholders
under the Open Offer and
''Open Offer Share'' means
one of them;
"Ordinary Share(s)" the ordinary shares with a
nominal value of 1 pence each
in the share capital of the
Company;
"Placees" the Conditional Placees and
the Firm Placees;
"Placing" the conditional placing of
Open Offer Shares as
described in the Prospectus
and subject to clawback in
respect of valid applications
for Open Offer Shares by
Qualifying Shareholders in
the Open Offer;
"Placing Agreement" the Firm Placing and Placing
and Open Offer sponsor
agreement entered into
between the Company, the
Joint Underwriters, the Joint
Bookrunners and the Joint
Sponsors dated 10 November
2009;
"Placing and Open Offer" the Placing and the Open
Offer;
"Prospectus" The prospectus to be issued
on 10 November 2009 in
connection with the Capital
Raising;
"Qualifying CREST Qualifying Shareholders whose
Shareholder(s)" Ordinary Shares on the
register of members of the
Company on the Record Date
are in uncertificated form;
"Qualifying Non-CREST Qualifying Shareholders whose
Shareholder(s)" Ordinary Shares on the
register of members of the
Company on the Record Date
are in certificated form;

"Qualifying Shareholder(s)" holder(s) of Ordinary Shares
on the register of members of
the Company on the Record
Date;
"RBS" RBS Hoare Govett Limited;
"Record Date" 6:00 p.m. on 6 November 2009;
"Refinancing" the process by which the
Group is seeking to replace
the terms of the Existing
Debt Facilities provided
under the Existing Facilities
Agreement with the terms of
the New Debt Facilities
provided under the New
Facilities Agreement;
"Resolutions" the Resolutions set out in
the notice of Extraordinary
General Meeting;
"Rothschild" N.M. Rothschild & Sons
Limited;
"Securities" The securities of the
Company;
"Securities Act" The US Securities Act of
1933, as amended;
"SEM" search engine marketing;
"SEO" search engine optimisation;
"Shareholders" the holders of Ordinary
Shares from time to time and
''Shareholder'' means any one
of them;
"SMEs" a small to medium size
enterprise;
"UK Listing Authority" the FSA acting in its
capacity as the competent
authority for the purposes of
Part VI of FSMA and in the
exercise of its functions in
respect of the admission to
listing on the Official List
otherwise than in accordance
with Part VI of FSMA;
"United Kingdom or UK" the United Kingdom of Great
Britain and Northern Ireland;
"United States of America or the United States, its
the US" territories and possessions
and any state of the United
States and the District of
Columbia;
"Yell UK" the business segment that is
managed from the United
Kingdom, which includes the
operations of Yell Limited, a
wholly-owned subsidiary of
Yell Group plc registered in
the United Kingdom (and its
subsidiaries) and the Yell
Adworks business;

This information is provided by RNS The company news service from the London Stock Exchange

IOEURUORKSRAARA

The net organic decline of 13.0% comprised:

Internet revenues grew by 28.1%, while unique visitors were up 2.9%. Internet revenues are 16% of total US revenues, up from 11% a year ago.

Printed directories revenue declined 18.4%, primarily reflecting the 15.9% reduction in unique advertisers. Print unique advertiser retention has come under pressure and the acquisition of new advertisers was not enough to offset those that were not retained. Average revenue per unique advertiser was down 3.0% with cautious advertiser behaviour partially offsetting the retention of higher value advertisers.

The adjusted EBITDA margin was down 2.3 percentage points compared with last year reflecting the decline in revenues, partially offset by cost cutting measures.

Yell Publicidad operating performance

Six months ended 30 September (unaudited)
Change
2009 2008 %
Revenue (EURmillion)(b) 206.0 242.4 (15.0)
Adjusted EBITDA (EURmillion)(b)(c) 52.4 86.7 (39.6)
Margin (%) 25.4 35.8

Paginas Amarillas classified directories (Spain)
Revenue (EURmillion) 81.1 111.8 (27.5)
Unique advertisers (thousands)(i) 127 143 (11.2)
Directory editions published 39 39
Unique advertiser retention rate (%)(j) 77 80
Revenue per unique advertiser (EUR) 639 782 (18.3)

Internet (Spain)
Revenue (EURmillion) 27.7 23.6 17.4
Searchable advertisers at period end (thousands)(k) 137 137 -
Unique users for the month of period end (millions)(l) 6.4 5.6 14.3
Annualised (LTM) revenue per average searchable 433 210 106.2

advertiser (EUR)(m)

See end notes to the above table on page 8.

Paginas Amarillas (our Spanish Yellow Pages directories) revenue declined 27.5% due to the economic pressures that led to a reduction in both retention and yield. This was partially offset by Spanish internet revenue, which grew 17.4% as we more fully monetised our strong usage. The unbundling programme (whereby we are charging separately for our print and internet products) has resulted in a significant increase in the annualised revenue per average searchable advertiser.

Revenue from Latin America at EUR32.7 million increased 13.1%, or increased 22.1% at constant exchange rates.

The adjusted EBITDA margin was down 10.4 percentage points on last year, reflecting the revenue decline, and the increased investment in the six months offset by the savings from cost cutting initiatives.

Statutory disclosures

The principal risks and uncertainties that could affect our business activities or financial results include strategic risks faced by our industry, operational risks faced by our businesses and the financial and market related risks we face in funding our operations. They have not changed from those detailed on pages 20-24 of Yell Group plc's annual report for the financial year ended 31 March 2009, except for the risk of refinancing the group as set out in note 19 on page 28. There are no related party transactions in the six months ended 30 September 2009 except compensation for key management. Key management compensation for the financial year ended 31 March 2009 is detailed in note 29 to Yell Group plc's Annual Report. A copy of Yell Group plc's Annual Report is available on our website www.yellgroup.com.

End notes for pages 3 through 7.

(a) Change at constant currency states the change in the current period compared with the previous period if the current period results were translated at the same exchange rates as those used to translate the results for the previous period.
(b) Revenue, adjusted EBITDA, operating cash flow and cash conversion are the key financial measures that we use to assess growth in the business and operational efficiencies.
(c) A reconciliation from operating profit to adjusted EBITDA is presented in note 3 to the financial information on page 16. Adjustments to EBITDA and profit after tax are explained in notes 5 and 6 to the financial information on pages 18 and 19. Adjustments to earnings per share are explained in note 5 to the financial information on page 18.
(d) Cash generated from operations before payments of exceptional costs, less capital expenditure. A reconciliation to cash generated from operations as presented in the cash flow statement is presented in note 9 on page 22.
(e) Operating cash flow as a percentage of adjusted EBITDA. A reconciliation to cash generated from operations as presented in the cash flow statement is presented in note 9 on page 22.
(f) Free cash flow is defined as operating cash flow less interest and tax payments.
(g) Adjusted profit after tax and adjusted diluted earnings per share are stated before exceptional items and amortisation of acquired intangibles, all net of related tax. A reconciliation to the related statutory figures is presented in note 5 to the financial information on page 18.
(h) The number of total live advertisers is a count of all unique advertisers at the date of the period end with a live advertisement, regardless of product. Total live advertisers cannot be used to calculate average revenue per advertiser, as the basis of measurement differs for each product and should not be aligned with revenue recognised in the current period.
(i) The number of unique advertisers in printed directories that were recognised for revenue purposes and have been billed. Unique advertisers are counted once only, regardless of the number of advertisements they purchase or the number of directories in which they advertise.
(j) Retention in the UK and Spain is based on the proportion of prior year unique advertisers who have renewed their advertising. In the US it is based on unique directory advertisers.
(k) Unique customers with a live contract at month end. These figures refer only to those advertisers for whom users can search. They exclude advertisers who purchase only products such as banners and domain names.
(l) The number of unique users who have visited Yell.com or PaginasAmarillas.es once or more often in the indicated month. Unique users are measured according to independently established industry standard measures.
(m) UK, US and Spain internet LTM revenue per average searchable advertiser is calculated by dividing the recognised revenue in the last twelve months by the average number of searchable advertisers in that period. The twelve month average numbers of searchable advertisers are as follows:

Yell.com 30 September 2009 * 215,000; 30 September 2008 * 209,000. Yellowbook.com 30 September 2009 * 377,000; 30 September 2008 * 377,000. PaginasAmarillas.es 30 September 2009 * 125,000; 30 September 2008 * 221,000. In the UK the revenue includes our netReach product, in the US our WebReach product, and in Spain our Europages product.
(n) The number of individuals who have visited the Yellowbook.com network at least once in the month shown. Our data provider, Comscore, counts individuals visiting all Yellowbook affiliated websites that display Yellowbook.com data.

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED CONSOLIDATED INCOME STATEMENT

Six months ended 30 September
£ millions, unless noted otherwise Notes 2009 2008
Revenue 2 982.8 1,023.2
Cost of sales (427.8) (435.9)
Gross profit 555.0 587.3
Distribution costs (37.0) (37.8)
Administrative expenses (314.4) (298.6)
Operating profit 3 203.6 250.9
Finance costs (165.4) (134.0)
Finance income 0.5 1.4
Net finance costs (164.9) (132.6)
Profit before taxation 38.7 118.3
Taxation 4 (12.9) (33.1)
Profit for the financial period 25.8 85.2

Basic earnings per share (pence) 5 3.3 10.9
Diluted earnings per share (pence) 5 3.3 10.9

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Six months ended 30 September
£ millions Notes 2009 2008

Profit for the financial period 25.8 85.2
Exchange (loss) gain on (83.9) 19.6

translation of foreign operations
Actuarial loss on 17 (53.7) (3.8)

defined benefit pension schemes
Gain in fair value of 38.1 42.6

financial instruments used as hedges
Tax effect of net losses (gains) not 4 6.2 (16.8)

recognised in the income statement
Net decrease in tax benefit on share based - (0.1)

payments
Comprehensive (loss) income not recognised in the (93.3) 41.5

income statement
Total comprehensive (loss) income for the period (67.5) 126.7

See notes to the financial information for additional details.

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

Six months ended 30 September
£ millions Notes 2009 2008

Net cash inflow from operating activities
Cash generated from operations 405.7 349.0
Interest paid (149.5) (127.4)
Interest received 0.5 1.4
Net income tax paid (6.9) (30.9)
Net cash inflow from operating activities 249.8 192.1

Cash flows from investing activities
Purchase of software, property, plant and 7 (24.8) (23.8)

equipment
Purchase of subsidiary undertakings, net of 8 (3.2) (7.1)

cash acquired
Net cash outflow from investing activities (28.0) (30.9)

Cash flows from financing activities
Purchase of own shares - (0.6)
Net (payments) borrowings on revolving (42.1) 8.0

and other short-term credit facilities
Repayment of borrowings (153.6) (111.9)
Dividends paid to company*s shareholders - (44.3)
Net cash outflow from financing activities (195.7) (148.8)
Net increase in cash and cash equivalents 26.1 12.4

Cash and cash equivalents at beginning of the 51.1 60.4

period
Exchange losses on cash and cash equivalents (4.8) (0.4)
Cash and cash equivalents at period end 72.4 72.4

Profit for the period 25.8 85.2

Adjustments for:
Tax 12.9 33.1
Finance income (0.5) (1.4)
Finance costs 165.4 134.0
Depreciation of property, plant and 30.8 24.2

equipment and amortisation of software
Amortisation of other acquired intangibles 62.5 58.6

Changes in working capital:
Inventories and directories in development (14.6) (26.9)
Trade and other receivables 164.6 70.7
Trade and other payables (48.6) (37.1)
Share based payments and other 7.4 8.6
Cash generated from operations 9 405.7 349.0

See notes to the financial information for additional details.

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 30 September 2009 Unaudited Audited
and 31 March 2009
£ millions Notes September March
Non-current assets
Goodwill 10 3,120.8 3,329.2
Other intangible assets 11 1,324.4 1,423.5
Property, plant and equipment 12 105.6 119.8
Deferred tax assets 13 132.0 142.6
Investment and other assets 5.3 6.5
Total non-current assets 4,688.1 5,021.6

Current assets
Inventories 19.5 14.9
Directories in development 280.1 291.9
Trade and other receivables 14 895.2 1,132.8
Financial assets - derivative financial instruments
0.5 0.6
Cash and cash equivalents 72.4 51.1
Total current assets 1,267.7 1,491.3
Current liabilities
Financial liabilities - loans and other borrowings 15
(405.0) (381.7)
Financial liabilities - derivative financial
instruments (104.7) (64.9)
UK Corporation and foreign income tax (89.2) (100.6)
Trade and other payables 16 (546.1) (590.8)
Total current liabilities (1,145.0) (1,138.0)
Net current assets 122.7 353.3
Non-current liabilities
Financial liabilities - loans and other borrowings 15
(3,448.4) (3,876.6)
Financial liabilities - derivative financial instruments
(61.0) (141.4)
Deferred tax liabilities 13 (591.0) (624.8)
Retirement benefit obligations 17 (63.7) (21.9)
Trade and other payables 16 (15.8) (19.2)
Total non-current liabilities (4,179.9) (4,683.9)
Net assets 630.9 691.0

Capital and reserves
attributable to equity shareholders
Share capital 1,227.4 1,226.5
Other reserves 42.1 128.9
Accumulated deficit (638.6) (664.4)
Total equity 630.9 691.0

See notes to the financial information for additional details.

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Six months ended 30 September

Attributable to equity shareholders
Share Other reserves Accumulated deficit
£ millions capital (a) Total
Balance at 31 March 2009 1,226.5 128.9 (664.4) 691.0
Profit on ordinary activities - - 25.8 25.8

after taxation
Comprehensive loss not - (93.3) - (93.3)

recognised in the income statement
Total recognised (loss) income - (93.3) 25.8 (67.5)

for the six months Value of services provided
in return for share based - 7.4 - 7.4

payments
Shares sold by SIP trust at a 0.9 (0.9) - -

loss
0.9 (86.8) 25.8 (60.1)
Balance at 30 September 2009 1,227.4 42.1 (638.6) 630.9

Six months ended 30 September

Attributable to equity shareholders
Share Other reserves Retained earnings
£ millions capital (a) Total
Balance at 31 March 2008 1,204.3 (61.9) 524.2 1,666.6
Profit on ordinary activities - - 85.2 85.2

after taxation
Comprehensive income not - 41.5 - 41.5
recognised in the income

statement
Total recognised income - 41.5 85.2 126.7

for the period

Value of services provided - 8.6 - 8.6

in return for share based payments

Own shares purchased by (0.6) - - (0.6)

ESOP trust

Dividends paid to equity - - (44.3) (44.3)

shareholders
(0.6) 50.1 40.9 90.4
Balance at 30 September 2008 1,203.7 (11.8) 565.1 1,757.0

(a) Cumulative foreign currency gains attributable to equity shareholders at 30 September 2009 are £283.4 million
(31 March 2009 - £367.3 million gain).

See notes to the financial information for additional details.

UNAUDITED NOTES TO THE FINANCIAL INFORMATION

1. Basis of preparation and consolidation

The principal activity of Yell Group plc and its subsidiaries is publishing classified advertising directories in the United Kingdom, the United States, Spain and certain countries in Latin America.

This unaudited condensed set of financial statements for the six months ended 30 September 2009 has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRSs") as set out in our annual report for the year ended 31 March 2009, with IAS 34 - Interim Financial Reporting, as adopted by the European Union, and with the Disclosure and Transparency Rules of the Financial Services Authority.

The financial information contained herein has been prepared on a going concern basis. The Group is currently in full compliance with the financial covenants contained in all of its borrowing agreements. However, as a consequence of the continuing uncertain trading conditions there is a risk that the Group would need to reset its financial covenants with its lenders. As described in note 19, we concluded negotiations with our lenders for a New Facilities Agreement that is subject to completion of certain conditions. Until those conditions are met we continue to be subject to the covenants under the facilities agreement in force at 30 September 2009, details of which are set out in our risk management disclosures in our 2009 annual report along with our management of the risks associated with meeting those covenants.

If the Group were required but not able to agree amendments to the covenants such that undertakings to the Group's lenders were breached, then the syndicate of lenders would have the right to demand immediate repayment of all amounts due to them, but only after a two-thirds majority vote for such action.

Whilst this eventuality would, if it arose, cast doubt on the future capital funding of the Group, the Group's cashflow forecasts show that in the remainder of this financial year interest payments will be fully met, with further cash generated to repay debt. For this reason the directors believe that adopting the going concern basis in preparing the consolidated financial statements is appropriate.

Nevertheless, the directors are making full disclosure, as required by accounting standards, to indicate the existence of a material uncertainty, which may cast significant doubt about the Group's ability to continue as a going concern. The financial information does not include the adjustments that would result if the Group were unable to continue as a going concern.

In the opinion of management, the financial information included herein includes all adjustments necessary for a fair presentation of the consolidated results, financial position and cash flows for each period presented.

UNAUDITED NOTES TO THE FINANCIAL INFORMATION

1. Basis of preparation and consolidation (continued)

The unaudited financial information contained herein does not constitute statutory financial statements within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 March 2009 were approved by the Board of Directors on 4 June 2009 and delivered to the Registrar of Companies. The audit opinion on the statutory accounts for the year ended 31 March 2009 was unqualified, and contained an emphasis of matter paragraph on going concern. It did not contain any statement under section 498 of the Companies Act 2006.

The financial information herein should be read in conjunction with Yell's 2009 annual report published in June 2009, which includes the audited consolidated financial statements of Yell Group plc and its subsidiaries for the year ended 31 March 2009.

The preparation of the consolidated financial information requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial information and the reported amounts of income and expenditure during the period. Actual results could differ from those estimates. Estimates are used principally when accounting for doubtful debts, depreciation, retirement benefits, acquisitions and taxation.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 April 2009:

IAS 1 (revised), Presentation of financial statements prohibits the presentation of items of income and expenses (that is 'non-owner changes in equity') in the statement of changes in equity, requiring 'non-owner changes in equity' to be presented separately from owner changes in equity. All 'non-owner changes in equity' are required to be shown in a performance statement. The group has elected to present two statements: an income statement and a statement of comprehensive income. The interim financial statements have been prepared under the revised disclosure requirements.

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED NOTES TO THE FINANCIAL INFORMATION (continued)

2. Revenue
Six months ended 30 September
Change
£ millions, unless noted otherwise 2009 2008 Reporting Constant
currency currency(a)
% %
Yell UK (b) 305.3 350.0 (12.8) (12.8)
Yellowbook (b) 496.6 480.8 3.3 (13.3)
Yell Publicidad (b) 180.9 192.4 (6.0) (13.9)
Group revenue 982.8 1,023.2 (3.9) (13.2)

(a) Change at constant currency states the change in current period compared with the previous period as if the current period results were translated at the same exchange rates as those used to translate the results for the previous period.

(b) Segments are determined by management reports used by the chief decision maker, which are based upon the location of responsible management.

3. Adjusted EBITDA and operating profit

Adjusted EBITDA(a)
Six months ended 30 September
Change
£ millions, unless noted otherwise 2009 2008 Reporting Constant
currency currency(b)
% %
Yell UK (c) 121.2 139.5 (13.1) (13.1)
Yellowbook (c) 129.4 136.1 (4.9) (20.3)
Yell Publicidad (c) 46.3 68.7 (32.6) (38.4)
Group adjusted EBITDA 296.9 344.3 (13.8) (21.0)

(a) Adjusted EBITDA is a key income statement measure used by the chief decision maker to assess growth and operational efficiencies in the business.
(b) Change at constant currency states the change in current period compared with the previous period as if the current period results were translated at the same exchange rates as those used to translate the results for the previous period.
(c) Segments are determined by management reports used by the chief decision maker, which are based upon the location of responsible management.

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED NOTES TO THE FINANCIAL INFORMATION (continued)

3. Adjusted EBITDA and operating profit (continued)

Reconciliation of operating profit to adjusted EBITDA(a) Six months ended 30 September
£ millions, unless noted otherwise 2009 2008
Yell UK(b)operating profit 110.6 122.7
Depreciation and amortisation 10.6 9.1
Yell UK EBITDA 121.2 131.8
Exceptional items(b) - 7.7
Yell UK adjusted EBITDA 121.2 139.5
Yell UK adjusted EBITDA margin 39.7% 39.9%

Yellowbook (b)operating profit 103.1 114.8
Depreciation and amortisation 26.3 21.3
Yellowbook EBITDA and adjusted EBITDA 129.4 136.1
Yellowbook EBITDA margin 26.1% 28.3%
Exchange impact(c) (20.9) -
Yellowbook EBITDA at constant exchange rate(c) 108.5 136.1

Yell Publicidad(b)operating (loss) profit (10.1) 13.4
Depreciation and amortisation 56.4 52.4
Yell Publicidad EBITDA 46.3 65.8
Exceptional items(b) - 2.9
Yell Publicidad adjusted EBITDA 46.3 68.7
Yell Publicidad adjusted EBITDA margin 25.6% 35.7%
Exchange impact(c) (4.0) -
Yell Publicidad adjusted EBITDA at constant exchange 42.3 68.7

rate(c)
Group operating profit 203.6 250.9
Depreciation and amortisation 93.3 82.8
Group EBITDA 296.9 333.7
Exceptional items(b) - 10.6
Group adjusted EBITDA 296.9 344.3
Group adjusted EBITDA margin 30.2% 33.6%
Exchange impact(c) (24.9) -
Group adjusted EBITDA at constant exchange 272.0 344.3

rates(c)

(a) Adjusted EBITDA is a key income statement measure used by the chief decision maker to assess growth and operational efficiencies in the business.
(b) Segments are determined by management reports used by the chief decision maker, which are based upon the location of responsible management. Details of exceptional items are set out in note 6.
(c) Constant exchange rate states current period results at the same exchange rates as those used to translate the results for the previous period. Exchange impact is the difference between the results reported at constant exchange rates and the results reported using current period exchange rates.

We do not allocate interest or taxation charges by product or geographic segment.

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED NOTES TO THE FINANCIAL INFORMATION (continued)

4. Taxation

The tax charge for the period is different from the standard rate of corporation tax in the United Kingdom of 28% (2008 - 28%). The differences are explained below: Six months ended 30 September
£ millions 2009 2008
Profit before tax multiplied by the standard rate of 10.8
corporation tax in the United Kingdom 33.1

Effects of:
Deferred tax assets not recognised 10.0 -
Differing tax rates on foreign earnings (5.2) (4.2)
Decrease in tax benefits on share based payments - 0.7
Other (2.7) 3.5
Tax charge on profit before tax 12.9 33.1
Effective tax rate on profit before tax 33.3% 28.0%

The tax on the Group's profit before tax is analysed as follows: Six months ended 30 September
£ millions 2009 2008

Current tax:
Current year corporation tax 15.3 51.0
Adjustments in respect of prior years (6.2) (8.6)
9.1 42.4

Deferred tax:
Current year deferred tax 3.7 (12.5)
Adjustments in respect of prior years 0.1 3.2
Tax charge on profit before tax 12.9 33.1

Taxation credited (charged) directly to equity is as follows: Six months ended 30 September
£ millions 2009 2008
Deferred tax on actuarial losses 15.0 1.1

Deferred tax on fair valuations of
financial instruments used as hedges (8.8) (17.9)
Net tax loss on share based payments - (0.1)
Total taxation recorded in equity 6.2 (16.9)

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED NOTES TO THE FINANCIAL INFORMATION (continued)

5. Earnings per share

The calculation of basic and diluted earnings per share is based on the profit for the relevant financial period and on the weighted average share capital during the period.
Statutory Amortisation of Adjusted
Exceptional items(a) acquired intangibles

£ millions unless noted otherwise Six months ended 30 September

EBITDA 296.9 - - 296.9
Depreciation and amortisation (93.3) - 62.5 (30.8)
Net finance costs (164.9) - - (164.9)
Group profit before tax 38.7 - 62.5 101.2
Taxation (12.9) - (20.2) (33.1)
Group profit after tax 25.8 - 42.3 68.1
Weighted average number of 773.5
issued ordinary shares 773.5

(millions)
Basic earnings per share 3.3 8.8

(pence)
Effect of share options - -

(pence)
Diluted earnings per share 3.3 8.8

(pence)

Six months ended 30 September

EBITDA 333.7 10.6 - 344.3
Depreciation and amortisation (82.8) - 58.6 (24.2)
Net finance costs (132.6) - - (132.6)
Group profit before tax 118.3 10.6 58.6 187.5
Taxation (33.1) (2.3) (19.0) (54.4)
Group profit after tax 85.2 8.3 39.6 133.1
Weighted average number of 781.1 781.1

issued ordinary shares (millions)
Basic earnings per share 10.9 17.0

(pence)
Effect of share options - -

(pence)
Diluted earnings per share 10.9 17.0

(pence)

(a) Details of exceptional items are set out in note 6.

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED NOTES TO THE FINANCIAL INFORMATION (continued)

6. Exceptional items

Exceptional items are transactions that, by virtue of their incidence, size or a combination of both, are disclosed separately. Exceptional items comprise the following. Six months ended 30 September
£ millions 2009 2008
Yell UK restructuring programme - 7.7
Yell Publicidad restructuring programme - 2.9
Net exceptional expenses in Group profit before tax - 10.6
Net tax credit on items above - (3.0)
Decrease in tax benefits on share based payments - 0.7
Net exceptional expenses in Group profit after tax - 8.3

7. Capital expenditure

Six months ended 30 September
£ millions 2009 2008
Capital expenditure on software, property, plant and equipment 22.9 20.7
Decrease in accrued capital expenditure 1.9 3.1
Cash paid for capital expenditure 24.8 23.8

Proceeds on the sale of property, plant and equipment were £nil in the six months ended 30 September 2009 and 2008.

Capital expenditure committed at 30 September 2009 was £8.2 million (2008 - £15.9 million).

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED NOTES TO THE FINANCIAL INFORMATION (continued)

8. Acquisitions and disposals

Six months ended 30 September 2009

In the six months ended 30 September 2009, the Yell Group acquired an in-fill acquisition in the US for £3.0 million. Total costs were allocated to the acquired assets and liabilities as follows:
£ millions Acquiree's carrying amount Provisional
fair value adjustments Provisional
fair value

Non current assets
Other intangible assets - 2.0 2.0
Total non current assets - 2.0 2.0

Current assets
Directories in development 0.7 0.9 1.6
Trade and other receivables 0.6 (0.2) 0.4
Total current assets 1.3 0.7 2.0

Current liabilities
Trade and other payables (2.5) - (2.5)
Total current liabilities (2.5) - (2.5)
Identifiable net (liabilities) (1.2) 2.7 1.5

assets
Goodwill 1.5
Total cost 3.0

Goodwill of £1.5 million was attributable to the expected future synergies, the workforce acquired and expected future growth of the business.

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED NOTES TO THE FINANCIAL INFORMATION (continued)

8. Acquisitions and disposals (continued)

Six months ended 30 September 2008

In the six months ended 30 September 2008, the Yell Group acquired 100% of the Adworks businesses in the UK, US, Spain and India for £8.7 million, and an in-fill acquisition in the US for £0.2 million. Total costs were allocated to the acquired assets and liabilities as follows:

£ millions Acquiree's carrying Provisional
amount fair value adjustments Provisional
fair value

Non current assets
Other intangible assets 0.6 - 0.6
Property, plant and equipment 2.3 (0.1) 2.2
Total non current assets 2.9 (0.1) 2.8

Current assets
Directories in development 0.1 - 0.1
Trade and other receivables 4.9 - 4.9
Cash and cash equivalents 1.7 - 1.7
Total current assets 6.7 - 6.7

Current liabilities
Corporation tax (0.2) - (0.2)
Trade and other payables (5.3) (0.4) (5.7)
Total current liabilities (5.5) (0.4) (5.9)
Identifiable net assets 4.1 (0.5) 3.6
Goodwill 5.3
Total cost 8.9

Goodwill of £5.3 million was attributable to the expected future synergies, the workforce acquired and expected future growth of the business.

Cash flow

A reconciliation of cash paid on acquisitions, including deferred payments for prior period acquisitions, to the cash flow on page 10 is as follows: Six months ended 30 September
£ millions 2009 2008
Cost of acquisitions in the period 3.0 8.9
Less consideration deferred - (0.6)
Less cash acquired - (1.7)
Payments in period for amounts 0.2
deferred on prior period acquisitions 0.5
Net cash outflow in period 3.2 7.1

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED NOTES TO THE FINANCIAL INFORMATION (continued)

9. Operating cash flow

The following table reconciles EBITDA, operating cash flow and cash conversion to cash generated from operations as presented on the cash flow statement on page 10. Six months ended 30 September
£ millions, unless noted otherwise 2009 2008
Adjusted EBITDA 296.9 344.3
Net exceptional expenses in EBITDA - (10.6)
Working capital movements and non-cash charges 108.8 15.3
Cash generated from operations (see page 10) 405.7 349.0
Add back payments of exceptional costs 18.9 13.5

included in cash generated from operations
Purchase of software, property, (24.8) (23.8)

plant and equipment (see note 7)
Operating cash flow 399.8 338.7
Adjusted EBITDA 296.9 344.3
Cash conversion 134.7% 98.4%

Free cash flow before payment of exceptional items (defined as operating cash flow less interest and tax payments) was £243.9 million, up 34.2% compared with £181.8 million in the same period last year.

10. Goodwill

At 30 September 2009 and 31 March 2009
£ millions September March
Opening net book value at 1 April 2009 and 2008 3,329.2 3,898.2
Acquisitions 1.5 5.7
Impairment - (1,272.3)
Currency movements (209.9) 697.6
Net book value at period end 3,120.8 3,329.2

Goodwill is not amortised but is tested for impairment at least annually. During the year ended 31 March 2009, impairment losses of £1,103.9 million, £120.1 million, £40.8 million and £7.5 million on goodwill in relation to its operations in Spain, Chile, Argentina and Peru, respectively, were recorded. The goodwill in the UK and the US was not written down, because estimated recoverable amounts continued to be in excess of carrying values.

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED NOTES TO THE FINANCIAL INFORMATION (continued)

11. Other non-current intangible assets

At 30 September 2009 and 31 March 2009
£ millions September March
Opening net book value at 1 April 2009 and 2008 1,423.5 1,318.7
Acquisitions 2.0 1.9
Additions 14.7 32.9
Disposals and transfers - 8.6
Amortisation (77.6) (152.0)
Currency movements (38.2) 213.4
Net book value at period end 1,324.4 1,423.5

12. Property, plant and equipment

At 30 September 2009 and 31 March 2009
£ millions September March
Opening net book value at 1 April 2009 and 2008 119.8 99.2
Acquisitions - 2.2
Additions 8.2 32.2
Disposals and transfers (0.4) (8.8)
Depreciation (15.7) (25.0)
Currency movements (6.3) 20.0
Net book value at period end 105.6 119.8

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED NOTES TO THE FINANCIAL INFORMATION (continued)

13. Deferred tax assets and liabilities

The elements of deferred tax assets recognised in the accounts were as follows: At 30 September 2009 and 31 March 2009
£ millions September March

Tax effect of timing differences due to:
Financial instruments 55.6 68.3
Bad debt provisions 25.3 30.0
Defined benefit pension scheme 17.9 6.2
Other allowances and accrued expenses 17.8 24.8
Depreciation 10.1 9.5
Share based payments 1.5 0.2
Other 3.8 3.6
Recognised deferred tax assets 132.0 142.6

The elements of deferred tax liabilities recognised in the accounts were as follows: At 30 September 2009 and 31 March 2009
£ millions September March

Tax effect of timing differences due to:
Intangible assets 522.4 551.0
Deferred directory costs 46.3 54.7
Unremitted earnings 7.5 10.4
Financial instruments 0.3 -
Other 14.5 8.7
Recognised deferred tax liabilities 591.0 624.8

14. Trade and other receivables

At 30 September 2009 and 31 March 2009
£ millions September March
Net trade receivables(a) 826.6 1,017.2
Net accrued income(a) 21.0 53.2
Other receivables 27.1 28.2
Prepayments 20.5 21.2
Prepaid corporation tax - 13.0
Total trade and other receivables 895.2 1,132.8

(a) The Group*s trade receivables and accrued income are stated after deducting a provision of £198.7 million (March - £205.4 million).

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED NOTES TO THE FINANCIAL INFORMATION (continued)

15. Loans and other borrowings, net debt

At 30 September 2009 and 31 March 2009
£ millions September March

Amounts falling due within one year
Term loans under senior credit facilities(a) 366.1 299.7
Revolving loan under credit - 40.3

facilities (committed until April 2011)
Net obligations under finance 38.9 41.7

leases and other short term borrowings
Total amounts falling due within one year 405.0 381.7

Amounts falling due after more than one year
Term loans under senior credit facilities(a) 3,448.4 3,876.6
Net loans and other borrowings 3,853.4 4,258.3
Cash and cash equivalents (72.4) (51.1)
Net debt at end of period 3,781.0 4,207.2

(a) Balances are shown net of deferred financing fees of £35.4 million (March - £48.9 million).

The movement in net debt for the six months ended 30 September 2009 arose as follows: Net debt Six months ended 30 September
£ millions 2009
At 31 March 2009 4,207.2
Currency movements (217.8)
Operating cash flow (399.8)
Interest and tax payments 155.9
Cash payments of exceptional costs 18.9
Purchase of subsidiary undertakings and minority interests, net 3.2

of cash acquired
Amortisation of financing fees 13.4
At 30 September 2009 3,781.0

Our bank facilities at 30 September 2009 ("Existing Debt Facilities") are committed until 2011 and 2012 and contain covenants over net cash interest cover and debt cover. The net cash interest cover covenant requires that the ratio of adjusted EBITDA for the latest 12 month period to net cash interest payable for the latest 12 month period does not fall below specific threshold ratios at specific test dates. The debt cover covenant requires that the ratio of net debt at the testing date to adjusted EBITDA for the latest 12 month period should not exceed specific threshold ratios at specific test dates.

We operated within our debt covenants for the six months ended 30 September 2009 with headroom of 11% and 10% on the net cash interest cover ratio and debt cover ratio, respectively. Drawings on our £400 million revolving credit facility and other short term lines totalled £36.0 million at 30 September 2009.

Under the Articles of Association, the directors are required to ensure that the total of all amounts borrowed by group companies do not exceed five times capital and reserves. This ratio is currently exceeded following the significant goodwill impairment during the previous year. Resolutions to authorise the exceeding of this restriction in the Articles were approved by shareholders at the Annual General Meeting on 24 July 2009.

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED NOTES TO THE FINANCIAL INFORMATION (continued)

16. Trade and other payables

At 30 September 2009 and 31 March 2009
£ millions September March

Amounts falling due within one year
Trade payables 70.5 77.6
Other taxation and social security 17.5 18.4
Accruals and other payables 182.8 224.0
Deferred income 275.3 270.8
Trade and other payables falling due within one year 546.1 590.8

Amounts falling due after more than one year
Trade payables 11.0 13.0
Accruals and other payables 4.8 6.2

Trade and other payables
falling due after more than one year 15.8 19.2
Total trade and other payables 561.9 610.0

17. Retirement benefits

At 30 September 2009 and 31 March 2009
£ millions September March
Net retirement benefits (21.9) 14.0

(obligation) surplus at 1 April 2009 and 2008 Net actuarial loss ondefined benefit pension schemes(a)
(53.7) (31.6)
Contributions in excess of (less than) charges 11.9 (4.3)
Net movement in retirement benefits obligation (41.8) (35.9)
Net retirement benefits obligation at period end (63.7) (21.9)

(a) The loss in the six months ended 30 September 2009 was largely due to a decrease in real interest rates partially offset by an increase in asset values, and in the year ended 31 March 2009 was largely the result of the effect of increased mortality rates and decreased asset values net of the effect of increased real interest rates and decreased number of active members.

YELL GROUP PLC AND SUBSIDIARIES

UNAUDITED NOTES TO THE FINANCIAL INFORMATION (continued)

18. Financial commitments, litigation and contingent liabilities

Future aggregate minimum operating lease payments for the Group at 30 September 2009 and 31 March 2009 are as follows:

At 30 September 2009 and 31 March 2009
£ millions September March

Payable
Not later than one year 28.2 32.0
Later than one year and not later than five years 52.8 62.0
Later than five years 24.2 29.1
Total future aggregate minimum operating lease payments 105.2 123.1

A lawsuit filed by Verizon against Yellowbook was settled in October 2004. Yellowbook was later served with complaints filed as class actions in five US states and the District of Columbia. In these actions, the plaintiffs alleged violations of consumer protection legislation and placed reliance on findings of the court in the settled Verizon suit. These class actions were consolidated into a single class action before a New Jersey state court. In the year ended 31 March 2005, we accrued $45 million as an estimate of the likely costs arising from the class action.

On 26 August 2005, the New Jersey court approved a comprehensive national settlement, with no admission of liability. However, several appeals were subsequently lodged against the approved settlement, the most significant of which were resolved by 30 June 2007. With resolution of these appeals, Yellowbook was able to reassess the likely costs of the settlement, and we reversed $23.6 million (£11.8 million) of the originally accrued settlement obligation as an exceptional credit through the income statement in the year ended 31 March 2008.

We reversed a further $12.7 million (£8.9 million) of the obligation as an exceptional credit in the year ended 31 March 2009. At 30 September 2009, the remaining $4.4 million of accrued settlement obligation represented our best estimate of the remaining amounts to be settled.

We also have £27 million of restructuring provisions expensed but not yet paid at 30 September 2009 as our best estimate of remaining amounts to be settled.

There are no contingent liabilities or guarantees other than those referred to above and those arising in the ordinary course of the Group's business.

No material losses are anticipated on liabilities arising in the ordinary course of business.

19. Subsequent event and changes to significant risks

The principal risks and uncertainties that could affect our business activities or financial results as detailed on pages 20-24 of Yell Group plc's annual report for the financial year ended 31 March 2009 highlighted the risks from a requirement to refinance a significant portion of our term loans under the Existing Facilities Agreement before April 2011, when they fall due, and from increasing difficulties in satisfying debt covenants in the face of the currently challenging trading conditions.

As announced on 2 November 2009, we reached conditional agreement with lenders to refinance more than 95% of our Existing Debt Facilities. The agreement becomes effective upon, among other things, a minimum gross equity raising of £500 million to prepay amounts outstanding under a New Facilities Agreement. We propose to raise £660 million of gross equity, which is fully underwritten and subject to shareholder approval at the Extraordinary General Meeting on 26 November 2009.

If the refinancing is completed, then the covenants under the Existing Facilities Agreement would cease on the debt that is not refinanced. The New Facilities Agreement includes, among others, the following provisions:

INDEPENDENT REVIEW REPORT TO YELL GROUP PLC

Introduction

We have been engaged by the company to review the financial information in the half-yearly financial report for the six months ended 30 September 2009, which comprises the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of cash flows, consolidated statement of financial position, consolidated statement of changes in equity and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Directors' responsibilities

The financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The financial information included in this financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

Our responsibility

Our responsibility is to express to the company a conclusion on the financial information in the financial report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of the Disclosure and Transparency Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the financial information in the half-yearly financial report for the six months ended 30 September 2009 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

Emphasis of matter - Going concern

In arriving at our Review Conclusion, which is not qualified, we have considered the adequacy of the disclosures made in note 1 to the financial information concerning the ability of the Group to continue as a going concern. The New Facilities Agreement is subject to completion of certain conditions, including the raising of at least £500 million of additional equity and shareholder approval. Until these conditions are met the Group continues to be subject to the covenants under the facilities agreement in force at 30 September 2009. If the Group needed to but were unable to agree amendments to the covenants and those covenants were breached, the syndicate of lenders would have the right to demand, with a two-thirds majority vote, immediate repayment of all amounts due to them. This right creates doubt about the future capital funding of the Group. These conditions, along with the other matters explained in note 1 to the financial information, indicate the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. The financial information does not include the adjustments that would result if the company was unable to continue as a going concern.

PricewaterhouseCoopers LLP Chartered Accountants 10 November 2009 London

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors confirm that to the best of their knowledge the condensed set of financial statements in the half-yearly financial report has been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as adopted by the European Union, and that the interim management report herein includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8 of the Disclosure and Transparency Rules, namely:

By order of the Board

[Signature]

Howard Rubenstein

10 November 2009

Company Secretary

[Signature]

John Davis

10 November 2009

Chief Financial Officer

On behalf of the Board:

Bob Wigley, Chairman

John Condron, Chief Executive Officer

John Davis, Chief Financial Officer

Tim Bunting

John Coghlan

Toby Coppel

Joachim Eberhardt

Carlos Espinosa de los Monteros

Richard Hooper

Financial year ending 31 March 2010

Third quarter results 4 February 2010
Full year results 18 May 2010

Shareholder Contact Details

Website for viewing information about your holding:

www.shareview.co.uk

Equiniti telephone line for shareholders:

0871 384 2049*

Equiniti telephone line for employee shareholders:

0871 384 2130*

Text phone for the hard of hearing:

0871 384 2255*

Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Yell Group plc

Yell Group plc

Queens Walk

Reading

Berkshire RG1 7PT

www.yellgroup.com

NOTES TO EDITORS

Yell Group

Yell is a leading international classified advertising publisher operating in the UK, US, Spain and certain countries in Latin America through printed, online and telephone-based media.

In the year ended 31 March 2009, Yell published 113 directories in the United Kingdom, 996 in the United States, and 89 Paginas Amarillas directories in Spain. In the United Kingdom, where it is a leading provider in the classified advertising market, it served 390,000 unique advertisers. In the United States, where it is the largest independent classified directory publisher, it served 634,000 unique advertisers. In Spain, the Paginas Amarillas directories served 285,000 unique advertisers.

Yell's principal brands include: in the United Kingdom - Yellow Pages, Yell.com and 118 24 7; in the United States - Yellowbook and Yellowbook.com; and in Spain - Paginas Amarillas and PaginasAmarillas.es.

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