5th Oct 2005 06:00
5 October 2005 United Business Media plc launches bond tender offer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY ITALIAN PERSON OR PERSON IN ITALYOR IN, OR INTO, ITALY. United Business Media plc (the "Company") announced today that it is offeringto purchase for cash any and all of its USD 250,000,000 7.75% Notes due 1 July2009, of which USD 185,000,000 remain outstanding.The purpose of the offer to purchase (the "Tender Offer") is to reduce theCompany's indebtedness. The Company will use available cash resources toprovide the total amount of funds required to purchase the Notes soughtpursuant to the Offer, to pay all accrued and unpaid interest on the Notes, andto pay all fees and expenses in connection therewith.Holders of the outstanding USD 185,000,000 7.750% Notes due 1 July 2009 (ISIN:US911202AB50) are offered the opportunity to tender their holdings at a fixedspread of 70 bps over the yield based on the bid side price for the ReferenceTreasury Security, the UST 3.625% due 15 July 2009 (ISIN: US912828CN80).The Company intends to accept any or all Notes validly tendered pursuant tothis offer.The anticipated transaction timetable is summarized below. The Tender Offerwill be executed electronically via the respective clearing systems. Allinformation, as well as a full description of the conditions of the offer ismore fully described in the Offer to Purchase dated 5 October 2005. Timetable Event Wed, 5 Oct 2005 Announcement of Tender Offer with fixed spread Wed, 12 Oct 2005, 10am New York City Time Pricing of Tender Offer (3pm London time) anticipated to occur Fri, 14 Oct 2005, at 5pm New York City Expiration of Tender Offer Time Wed, 19 Oct, 2005 Expected Settlement of Tender Offer JPMorgan Cazenove is acting as sole Dealer Manager for this transaction.JPMorgan Chase is acting as Tender Agent.Questions regarding the Tender Offer and requests for copies of the Offer toPurchase may be directed to the Dealer Manager: J.P.MorganSecurities Ltd. J.P. Morgan Securities Inc. Liability Management Group - John Liability Management Group - Alykhan Cavanagh Lalani Tel: + 44 20 7742 7506 Tel: + 1 866 834 4666 ( US toll free) or + 1 212 834 4802 Questions regarding how to accept the Tender Offer should be directed to theTender Agent: JPMorganChase Bank, N.A. JPMorganChase Bank, N.A. Edmond Leedham Lesley Daley Tel: +44 20 7777 9458/9467 Tel: +1 212 623 5175 Offer RestrictionsThe Tender Offer does not constitute an offer to buy or the solicitation of anoffer to sell Notes, and offers to sell will not be accepted from Holders ofthe Notes, in any jurisdiction in which such offer or solicitation isunlawful. In those jurisdictions where the securities or other laws requirethe Tender Offer to be made by a licensed broker or dealer, the Tender Offershall be deemed to be made on behalf of the Company by the Dealer Manager orone or more registered brokers or dealers licensed under the laws of suchjurisdiction. Neither the delivery of the Offer to Purchase nor any purchaseof Notes shall, under any circumstances, create any implication that there hasbeen no change in the affairs of the Company since the date hereof, or that theinformation herein is correct as of any time subsequent to the date hereof.United KingdomThe Offer to Purchase is only for circulation to persons outside the UnitedKingdom, persons within the United Kingdom falling within the definition ofInvestment Professionals (as defined in Article 19(5) of the Financial Servicesand Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or withinArticle 43 of the Order) or other persons to whom it may lawfully becommunicated in accordance with the Order.ItalyThe Tender Offer is not being made in the Republic of Italy. The Tender Offerand the Offer to Purchase have not been submitted to the clearance procedure ofthe Commissione Nazionale per le Societƒ e la Borsa (CONSOB) pursuant toItalian laws and regulations. Accordingly, Holders of Notes are hereby notifiedthat, to the extent such Holders are Italian residents and/or persons locatedin the Republic of Italy, the Tender Offer is not available to them and theymay not submit for tender of Notes in the Tender Offer and, as such, anyacceptance of the Tender Offer received from such persons shall be ineffectiveand void, and neither the Offer to Purchase nor any other offering materialrelating to the Tender Offer, or the Notes may be distributed or made availablein the Republic of Italy.BelgiumIn Belgium, the Tender Offer will not, directly or indirectly, be made to, orfor the account of, any person other than to professional or institutionalinvestors referred to in article 3, 2‚° of the Belgian royal decree of July 7,1999 on the public character of financial operations (the "Public Decree"),each acting on their own account. The Offer to Purchase has not been and willnot be submitted to nor approved by the Belgian Banking, Finance and InsuranceCommission (Commission Bancaire, Financiƒ¨re et des Assurances/Commissie voorhet Bank, Financie en assurantiewezen) and accordingly may not be used inconnection with any offer in Belgium except as may otherwise be permitted bylaw.FranceThe Tender Offer is not being made, directly or indirectly, by way of a publicoffering in France (appel public ƒ l'ƒ©pargne) and only providers of investmentservices relating to portfolio management for the account of third parties(personnes fournissant le service d'investissement de gestion de portefeuillepour compte de tiers) and/or qualified investors (investisseurs qualifiƒ©s), allas defined in Articles L.411-1, L.411-2 and D.411-1 of the French Codemonƒ©taire et financier are eligible to accept the Tender Offer. The Offer toPurchase has not been and will not be submitted to nor approved by theAuthoritƒ© des marchƒ©s financiers. END Enquiries Press Susan Donovan Director of CommunicationsE-mail [email protected] telephone 0207 921 5961Mobile 0777 580 8185 Chris Barrie Citigate Dewe RogersonE-mail [email protected] telephone 0207 282 2943Mobile 0796 872 72 89 Simon Rigby Citigate Dewe RogersonE-mail [email protected] telephone 0207 282 2847Mobile 0777 178 4446 Analysts Andy Crow Deputy Chief Financial OfficerEmail [email protected] telephone 0207 921 5040Mobile 0772 007 2288 Brett Jacobs Citigate Dewe RogersonEmail [email protected] Direct telephone 0207 282 2971Mobile 0776 465 5423 Background United Business Media plc (http://www.unitedbusinessmedia.com)United Business Media plc offers information services in news distribution,publishing and events to customers around the globe. Its brands include PRNewswire, the world's leading corporate news distribution service; and CMP, themagazines, exhibitions and online group for professionals and enthusiastsoperating in a wide range of trading markets in the US, UK, Asia and Europeincluding the high tech, healthcare, property, entertainment, jewellery andfashion industries.Operating Companies:UBM's publishing and events companies operate under the CMP name: CMP Mediabased in the US, CMP Asia based in Asia, CMPMedica in Healthcare markets inEurope and Asia and CMP Information based in the UK. UBM's news distributionbusiness PR Newswire operates globally, from a US base. CustomersUBM's market leading - typically ranked number one or two - products serve topblue chip clients in all their end markets including:-Microsoft, Hewlett Packard, IBM, Astra Zeneca, Forest Laboratories, Pfizer/Pharmacia, Merck & Co, GlaxoSmithKline, Novartis, Cisco, Toyo Shinaku, IndiaTrade Promotions Organisation, China Chamber of Commerce, Sinopharm, Incase,Edelman Worldwide, Porter Novelli, Fleishman Hillard, NASA.Product Categories Publications- Over 160 magazines, 110 countries, 4m readers, 4,500 advertisersEvents- Over 300 events, 1.3m visitors, 20,000 exhibitors, from 120 countriesDirectories- Over 50 directories, over 750 thousand recipients, in over 40 countriesOnline- Over 200 websites, 22 million page impressionsNews Distribution - Over 180,000 messages distributed to tens of thousands of media points in135 countries and in more than 150languages - Over 80,000 journalists registered on media-only Web site with1million releases viewedmonthly - Over 460,000 journalists profiled in media targetingdatabase - Over 10,000 print and more than 12,000 online sources, including websites,blogs and databases monitored - Over 150 queries distributed to more than 12,000 public relationsand information officers from reporters researchingstories Leading broadcast public relations and multimedia company Product BrandsCMP Mediawww.cmpmedia.com Information Week, CRN, EE Times, Network Computing, VARBusiness, TechWeb,Consultant Magazine, Game Developer Conference, Embedded Systems Conference,Xchange Conferences, Guitar Player, Health & Beauty America, Seatrade CruiseShipping Convention CMP Informationwww.cmpinformation.comCPHI, Building, Furniture Show, Property Week, Farmer's Guardian, FIE, Ifsec,Health & Safety, Pulse, Daltons Weekly, Trade It, Trader, Opportunities,Private Villas, This Caring Business, ECM CMPMedicawww.cmpmedica.comVidal, Journal du Medicin, Gelbeliste, Vademecum, Medical Observer, Carnets deSante, MIMS, Kassenarzt, Medex, MedServe /CMP Asiawww.cmpasia.comAsia Pacific Leather Fair, Cosmoprof Asia, China Furniture Fair, Hong KongJewellery and Watch Fair, Health Industry News, Jewellery News Asia, TokyoIntnl Health Industry Show.PR Newswirewww.prnewswire.comMultiVu, MediaAtlas, eWatch, Profnet, US1ENDUNITED BUSINESS MEDIA PLCRelated Shares:
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