Merger

26th Jun 2006 07:00

Metal Bulletin PLC26 June 2006 EMBARGOED UNTIL 7:00 A.M. ON 26 JUNE 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPANOR UNITED STATES PROPOSED RECOMMENDED MERGER OF METAL BULLETIN AND WILMINGTON TO ESTABLISH BULLETIN GROUP, A NEW FORCE IN SPECIALIST BUSINESS INFORMATION • The Boards of Metal Bulletin and Wilmington announce a proposedrecommended merger of Metal Bulletin and Wilmington to establish Bulletin Group,a focused international provider of specialist business information andprofessional training. • The Merger of Metal Bulletin and Wilmington is to be effected by wayof a scheme of arrangement and reduction of capital of Wilmington under whichWilmington Shareholders will receive 0.6606 of a new Metal Bulletin Share foreach Wilmington Share held. Metal Bulletin Shareholders will retain their sharesin Metal Bulletin, which will be renamed Bulletin Group on completion of theMerger. • The Boards of Metal Bulletin and Wilmington believe that the Mergerrepresents an excellent opportunity to bring together two groups that areperforming strongly in buoyant business information and professional trainingmarkets to create an excellent platform from which to drive growth inshareholder value. • The Merger is expected to realise a number of significant benefits forBulletin Group, including: - enhanced revenue opportunities; - a well-balanced portfolio of assets; - increased operational and financial scale; and - operational efficiencies and related cost savings. • Bulletin Group will be better placed than either Metal Bulletin orWilmington alone to pursue both organic and acquisition led growth and to investand compete in its core markets. • The Metal Bulletin Directors and the Proposed Directors believe thatthe Merger will be earnings enhancing in the first full year followingcompletion (1). • The aggregate market capitalisation of Bulletin Group upon completionof the Merger would be approximately £330 million, based on the closing middlemarket price of Metal Bulletin Shares on 23 June 2006 (being the last businessday prior to the date of this announcement). • Existing Metal Bulletin and Wilmington Shareholders will each hold, inaggregate, approximately 50 per cent. of the enlarged issued share capital ofBulletin Group. • The Bulletin Group Board will combine the complementary skills andexperience of the directors from each of the two companies. The Bulletin GroupDirectors have proven experience of delivering organic growth, making successfulacquisitions and achieving effective business integration both in the UK andinternationally. The Bulletin Group Board will comprise: Tom Hempenstall, Executive Chairman (Metal Bulletin) Charles Brady, Chief Executive (Wilmington) Leslie-Ann Reed, Finance Director (Metal Bulletin) Basil Brookes, Operations Director (Wilmington) Terence Garthwaite, Non-executive Director (Wilmington) Mark Asplin, Non-executive Director (Wilmington) Robin Field, Non-executive Director (Metal Bulletin) Brian Moritz, Non-executive Director (Metal Bulletin) Terence Garthwaite will be the senior independent director on the Bulletin GroupBoard. • The Merger is subject to a number of conditions, including thesanction of the Court and the approval of the shareholders of both MetalBulletin and Wilmington. The Prospectus, Circular and Scheme Document areexpected to be sent to Metal Bulletin Shareholders and Wilmington Shareholders,as appropriate, on or about 10 July 2006. • The directors of both Metal Bulletin and Wilmington intend unanimouslyto recommend the Merger to their respective shareholders. Irrevocableundertakings to vote in favour of the relevant resolutions have been received inrespect of 504,550 Metal Bulletin Shares and 15,828,583 Wilmington Shares,respectively, representing approximately 0.9 per cent. of the Metal BulletinShares in issue and approximately 18.9 per cent. of the Wilmington Shares inissue. Tom Hempenstall, Chief Executive of Metal Bulletin, today said: "Bulletin Group will combine two strong portfolios of brands that are wellpositioned in their respective markets to create a major new provider of highlyvalued business information. Metal Bulletin and Wilmington both achievedexcellent results in 2005 and are coming together from positions of strength ata time when there are significant opportunities for enhanced future growth,particularly in professional training and online news and data subscriptionservices. Bulletin Group will be better placed than either group acting alone tocapture and exploit this growth internationally from an expanded and enhancedbase. The combined management team has the experience to build on the existingbusinesses to create a strong and resilient business that will be a majorindustry player in the future. I am delighted that Charlie, whom I have known and with whom I have enjoyed agood working relationship for a number of years, will be working with me indriving Bulletin Group forward. The Bulletin Group Board, as a team, is united in its enthusiasm for workingtogether, its commitment to delivering growth and its excitement about thefuture potential of the group." Charles Brady, Chief Executive of Wilmington, today said: "The Merger brings clear benefits to both companies and their shareholders. Mostimportantly, we will generate increased revenue and will have a well-balancedportfolio, capable of taking advantage of a wider range of economic conditions.Our increased scale will stand us in good stead for further consolidation in ourprofessional and business markets. Wilmington and Metal Bulletin have grownconsistently through a combination of organic growth and well timedacquisitions. This remains our touchstone and the opportunities for BulletinGroup are considerable." This summary should be read in conjunction with the full text of the followingannouncement. Appendix II contains the definitions of certain terms used in thisannouncement. A presentation to analysts regarding the Merger will be held todayat 8.30 a.m. at the offices of ABN Amro, 250 Bishopsgate, London EC2M 4AA. Press enquiries Metal Bulletin +44 20 7827 9977 Wilmington +44 20 7422 6800Tom Hempenstall Charles Brady Trillium Partners +44 20 7866 6044 Hoare Govett +44 20 7678 8000Lead financial adviser Financial adviserStephen Routledge Justin JonesPhilip Mastriforte Stephen BowlerRudy Wadhera Corporate brokerRichard Finston Sara Hale John Fishley Arden Partners +44 20 7398 1638 Marshall Securities +44 20 7490 3788Sponsor, financial adviser Rule 3 adviserand corporate brokerChris Fielding Robert LuetchfordSteve Pearce John Webb Financial Dynamics +44 20 7831 3113 Weber Shandwick +44 20 7067 0700PR adviser PR adviserTim Spratt Nick OborneCharlie Palmer Helen Thomas Notes (1) This statement should not be interpreted to mean that the earningsper share of any of Bulletin Group, Metal Bulletin or Wilmington in thefinancial year of the Merger, or in any subsequent period, would necessarilymatch or be greater than those for the relevant preceding financial period ofany of those companies. Trillium Partners Limited, an appointed representative of Bourne FinancialCapital Limited, which is regulated and authorised in the United Kingdom by theFinancial Services Authority, is acting for Metal Bulletin and no one else inconnection with the Merger and will not be responsible to anyone other thanMetal Bulletin for providing the protections afforded to clients of TrilliumPartners Limited or for providing advice in relation to the Merger. Arden Partners Limited, which is regulated and authorised in the United Kingdomby the Financial Services Authority, is acting for Metal Bulletin and no oneelse in connection with the Merger and will not be responsible to anyone otherthan Metal Bulletin for providing the protections afforded to clients of ArdenPartners Limited or for providing advice in relation to the Merger. Hoare Govett Limited, which is regulated and authorised in the United Kingdom bythe Financial Services Authority, is acting for Wilmington and no one else inconnection with the Merger and will not be responsible to anyone other thanWilmington for providing the protections afforded to clients of Hoare GovettLimited or for providing advice in relation to the Merger. Marshall Securities Limited, which is regulated and authorised in the UnitedKingdom by the Financial Services Authority, is acting for Wilmington and no oneelse in connection with the Merger and will not be responsible to anyone otherthan Wilmington for providing the protections afforded to clients of MarshallSecurities Limited or for providing advice in relation to the Merger. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers, ifany person is, or becomes, "interested" (directly or indirectly) in 1 per cent.or more of any class of "relevant securities" of Metal Bulletin or Wilmington,all "dealings" in any "relevant securities" of Metal Bulletin or Wilmington(including by means of an option in respect of, or a derivative referenced to,any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevanttransaction. This requirement will continue until the date on which the Schemebecomes effective, or the Merger lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Metal Bulletin or Wilmington, they willbe deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Metal Bulletin or Wilmington by Metal Bulletin or Wilmington, orby any of their respective "associates", must be disclosed by no later than12.00 noon (London time) on the London business day following the date of therelevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. If you are in any doubt as to the application ofRule 8, please consult an independent financial adviser authorised under theFinancial Services and Markets Act 2000 and/or consult the Takeover Panel ontelephone number +44 20 7638 0129; fax +44 20 7236 7013. "Interests in securities" arise, in summary, when a person has a long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE SOLICITATION OF ANY VOTEOR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFEROF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION INCONTRAVENTION OF APPLICABLE LAW. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPANOR UNITED STATES PROPOSED RECOMMENDED MERGER OF METAL BULLETIN AND WILMINGTON TO ESTABLISH BULLETIN GROUP, A NEW FORCE IN SPECIALIST BUSINESS INFORMATION Introduction The Boards of Metal Bulletin and Wilmington announce a proposed recommendedmerger of Metal Bulletin and Wilmington to establish Bulletin Group, a focusedinternational provider of specialist business information and professionaltraining. The Merger will combine two complementary businesses, pursuing a shared strategywith good growth prospects, to provide specialist business information andtraining to the legal and professional, financial, metals and minerals andbusiness communications markets around the world. The Merger is to be effected by way of a scheme of arrangement and reduction ofcapital of Wilmington and will be subject to the terms and conditions set outbelow and in Appendix I. Under the terms of the Scheme, Wilmington Shares will be cancelled and new MetalBulletin Shares will be issued to Wilmington Shareholders on the followingbasis: 0.6606 of a new Metal Bulletin Share for each Wilmington Share held at the Scheme Record Time and so in proportion for any other number ofWilmington Shares held. In cases where fractional entitlements to new MetalBulletin Shares arise from the Merger, these will not be issued to WilmingtonShareholders but will be aggregated and sold in the market with the proceedsretained for the benefit of Bulletin Group. No compensation will be payable toWilmington Shareholders for these fractions. Metal Bulletin Shareholders willretain their shares in Metal Bulletin, which will be renamed Bulletin Group oncompletion of the Merger. The aggregate market capitalisation of Bulletin Group upon completion of theMerger would be approximately £330 million, based on the closing middle marketprice of Metal Bulletin Shares on 23 June 2006 (being the last business dayprior to the date of this announcement). Existing Metal Bulletin and Wilmington Shareholders will each hold, inaggregate, approximately 50 per cent. of the enlarged issued share capital ofBulletin Group. The Boards of Metal Bulletin and Wilmington intend to recommend unanimously thattheir respective shareholders vote in favour of the resolutions to implement theMerger, as they and their connected persons have irrevocably undertaken so to doin respect of 504,550 Metal Bulletin Shares and 7,683,200 Wilmington Shares,respectively. Background to the Merger The business information markets, which Metal Bulletin and Wilmington service,are currently experiencing strong growth, reflecting the expanding demands ofEurope and Asia, the growing requirement for mandatory professional training andchanges in business practice driven by technology, including the continuingevolution of internet based information solutions. Accordingly, the Boards ofboth companies believe that this is an excellent time to merge and so capitaliseon current opportunities in the buoyant business information and professionaltraining markets. Both Metal Bulletin and Wilmington announced, in March 2006, financial resultsthat demonstrate strong growth and momentum, combined with excellent cashgeneration. Both sets of results highlighted a positive trading outlook for2006. Therefore, the Boards believe that the Merger will create a high qualityspecialist business information and professional training group which will buildupon the strong prospects of each of Metal Bulletin and Wilmington. Furthermore, both Metal Bulletin and Wilmington have experienced managementteams with similar operating styles, proven capability and strength in depth.Both teams have successful track records in terms of delivering profit growth,building strong businesses, developing online businesses and IT systems, makingsuccessful acquisitions, integrating and developing new businesses and expandinginternationally. With a well-balanced portfolio of complementary assets, increasingly deliveredvia the internet and on a subscription basis to long-standing customers, andoperations in the UK, North America, Europe and various emerging markets,Bulletin Group will be better placed than Metal Bulletin or Wilmington alone topursue both organic and acquisition led growth, and to invest and compete in itscore markets. Reasons for and benefits of the Merger The Boards of Metal Bulletin and Wilmington believe that the Merger representsan excellent opportunity to bring together two strongly performing groupsoperating in buoyant business information and professional training markets. TheMerger is expected to realise a number of significant benefits for BulletinGroup, including: • enhanced revenue opportunities; • a well-balanced portfolio of assets; • increased operational and financial scale; and • operational efficiencies and related cost savings. As a result, the Metal Bulletin Directors and the Proposed Directors believethat the Merger will be earnings enhancing in the first full year followingcompletion (1). Enhanced revenue opportunities Bulletin Group will harness the existing market presence, geographic coverageand multimedia capabilities of Metal Bulletin and Wilmington to develop newproducts and extend its brands across its core markets. Furthermore, the Boards intend that Bulletin Group will: • deepen the combined product portfolio by leveraging the potential ofits international network of staff, customer and marketing databases,journalists, trainers, contributors and conference speakers; • capitalise on the demand for information from the increasinglyregulated legal and financial markets, as well as from emerging markets whereMetal Bulletin's existing contacts and proposed training activity will becombined with Wilmington's mandatory professional training programmes; • use the breadth of expertise in both businesses in relation to thedigitisation of information and the delivery of content via the internet tosupplement existing methods of delivery; • apply Metal Bulletin's established expertise in building subscriptionand subscription-format revenues thereby growing those areas of Wilmington'sportfolio that provide "must have" and time sensitive information; • drive sponsorship, conference and exhibition revenue opportunities inWilmington's legal, professional, energy and power products; and • extend the promotion and distribution of existing products to newcustomers, at minimal additional cost, by realising the potential of each ofMetal Bulletin's and Wilmington's customer databases. Well-balanced portfolio of assets Both Boards believe Bulletin Group will have a well-balanced portfolio ofbusiness assets displaying strong revenue visibility. Furthermore, they expectthese assets to deliver attractive growth during periods of economic upturn, yetbe resilient in times of economic slowdown, as a result of their significantsubscription and recurring revenue streams. Bulletin Group's assets will be organised into four divisions reflecting thestrengths of Metal Bulletin and Wilmington, namely: • legal & professional; • financial; • metals & minerals; and • business communications. Both Boards believe that Metal Bulletin and Wilmington have highly complementarymedia delivery formats which are capable of generating new revenue opportunitiesacross the enlarged portfolio of assets. Following the Merger, they anticipatethat the proportion of products delivered via online services will increase,thereby enhancing operating margin. Increased operational and financial scale Both Boards expect that the Merger will generate significant benefits forBulletin Group compared to Metal Bulletin or Wilmington alone, including: abroader, highly experienced management team, greater market presence, greatermultimedia expertise, increased financial capability and improved operationalgearing. Bulletin Group will have a strong presence in the principal markets of the UK,North America, Continental Europe and the Asia Pacific region, together with anenhanced international sales network and greater scope to invest in new markets. Equally important, both Boards believe that growth by acquisition is anessential ingredient in developing a successful information business. BulletinGroup will be better placed than Metal Bulletin or Wilmington alone to makesignificant acquisitions and build a larger, stronger and more valuable businessfor its shareholders. Given the strong current performance and prospects of both Metal Bulletin andWilmington, both Boards believe that the increased operational and financialscale resulting from the Merger will give Bulletin Group a strong platform fromwhich to initiate further growth, both organic and by acquisition. Operational efficiencies and related cost savings The Merger is expected to enable certain operational efficiencies and relatedcost savings to be achieved in such areas as information technology,distribution and printing, property, administration functions and theelimination of duplicate corporate advisory services. Both Boards believe that annualised pre-tax savings will amount to approximately£1.5 million by the end of the financial year ending 31 December 2007(2). Theone-off cost of achieving these savings is expected to be approximately £1.0million and is expected to be incurred over the next twelve months. In summary, Bulletin Group will combine two strong portfolios of brands that arewell positioned in their respective markets to create a major new provider ofhighly valued business information. Metal Bulletin and Wilmington are comingtogether from positions of strength at a time when there are significant organicand acquisition opportunities for enhanced future growth, particularly inprofessional training and online news and data subscription services. BulletinGroup will be better placed than Metal Bulletin or Wilmington acting alone tocapture and exploit this growth internationally from an expanded and enhancedbase. The Bulletin Group Board and employees The Bulletin Group Board will combine the complementary skills and experience ofthe directors from each of the two companies. The Metal Bulletin and Wilmingtonexecutive directors know each other well, which is expected to help ensure asmooth integration of the two businesses following the Merger. Both Boards place particular emphasis on shareholder value and a strongcommitment to product quality, cost control and cash generation. In addition,the Bulletin Group Directors have proven experience of delivering organicgrowth, making successful acquisitions and achieving effective businessintegration, both in the UK and internationally. The Bulletin Group Board will comprise: • Tom Hempenstall, Executive Chairman (Metal Bulletin); • Charles Brady, Chief Executive (Wilmington); • Leslie-Ann Reed, Finance Director (Metal Bulletin); • Basil Brookes, Operations Director (Wilmington); • Terence Garthwaite, Non-executive Director (Wilmington); • Mark Asplin, Non-executive Director (Wilmington); • Robin Field, Non-executive Director (Metal Bulletin); and • Brian Moritz, Non-executive Director (Metal Bulletin). Terence Garthwaite will be the senior independent director on the Bulletin GroupBoard. On completion of the Merger, Anthony Selvey and David Summers will retireas chairmen of the boards of Metal Bulletin and Wilmington respectively. RoryConwell will continue to be employed part-time in a senior role by the EnlargedGroup. The Boards of Metal Bulletin and Wilmington believe that the long term careerprospects of Bulletin Group's employees will be enhanced by the greateropportunities arising from being part of a larger, more diversified business.Both Boards have confirmed that the existing employment rights, includingpension rights, of the employees of Bulletin Group will be fully safeguarded. While the cost savings referred to above may lead to some reduction in employeenumbers in the short term, the Boards believe that the Merger will create stronggrowth prospects for Bulletin Group which will lead, over time, to enhancedemployment prospects and an increase in overall employee numbers. Bulletin Groupwill be headquartered in Greater London, as are both Metal Bulletin andWilmington now. Both Metal Bulletin and Wilmington will provide their respective employees withaccess to this announcement and all public documents relevant to the Mergerthrough their usual staff information channels. Dividend policy Bulletin Group intends to maintain a progressive dividend policy in line withMetal Bulletin's current policy. Information on Metal Bulletin Metal Bulletin is a long established provider of time-sensitive price discoveryservices, news and intelligence in niche business information markets and hasbuilt its reputation on providing high quality editorial content. In addition,it arranges conferences and exhibitions in each of its principal markets. Metal Bulletin has focused on building an international business informationgroup delivering highly valued specialist information across numerous types ofmedia platforms ranging from online, print and events through to research andconsultancy. Metal Bulletin has a market leading position in the steel andmetals information markets and has built a strong presence in key sectors of theinternational financial information markets. Metal Bulletin has successfully focused on migrating its products from hard copyto online services around its key brands: • Bank Credit Analyst-the Montreal based independent macroeconomicresearch company; • Metal Bulletin-which serves international metals markets with news andprice discovery services; • American Metal Market-Metal Bulletin's daily service for the USdomestic steel and metals industry; • MARHedge-a daily news and data service for the international hedgefund industry; • Futures & Options World-which provides news and data to the globalderivatives market; and • Energy Information Centre-which provides daily news and data on thewholesale energy market in the UK and Eire. Metal Bulletin has overseas offices in Canada, the United States, Brazil,Singapore and China. In the year ended 31 December 2005, over 70 per cent. ofMetal Bulletin Group revenues were generated overseas. For the year ended 31 December 2005, the Metal Bulletin Group reported turnoverfrom continuing operations of approximately £54.7 million (2004: £46.1 million);Adjusted profit before tax(1) from continuing operations of approximately £13.5million (2004: £9.6 million) and Adjusted earnings per share(2) from continuingoperations of 17.0 pence (2004: 12.6 pence). (1) Adjusted profit before tax = profit before tax, amortisation ofpublishing rights, impairment of goodwill, IAS 39 hedging gains and losses,discount on deferred consideration and IAS 19 net pension interest. (2) Adjusted earnings per share = earnings per share from continuingoperations before amortisation of publishing rights, impairment of goodwill, IAS 39 hedging gains and losses, discount on deferred consideration and IAS 19 netpension interest. Approximately 58 per cent. of Metal Bulletin Group revenues came fromsubscriptions and approximately 50 per cent. of products were suppliedelectronically. As at 31 December 2005, the Metal Bulletin Group had grossassets of approximately £65.9 million. The financial information set out above has been extracted without materialadjustment from the annual report of Metal Bulletin for the financial year ended31 December 2005. Information on Wilmington Wilmington is a provider of specialist information and training for professionalbusinesses. It provides comprehensive legal and regulatory training (including arange of educational and accreditation schemes), arranges industry events andpublishes magazines, directories, databases and special reports. The WilmingtonGroup is focused on its principal markets of legal & regulatory, healthcare,media & entertainment and design & construction. The Wilmington Group's key brands include: • Waterlow-an information, magazine and service provider to professionalmarkets; • Central Law Training-which provides legal education and training forlawyers in the UK; • Binleys-a specialist information provider to healthcare andpharmaceutical agencies; • APM-a leading provider of healthcare news, based in Paris; • Wilmington Design & Construction-books, magazines and events focusedon the construction industries; and • MuzeEurope-a leading supplier of content and data on UK distributedmusic and video products. Wilmington has a developing international presence with offices in the UnitedStates, France, Singapore and Australia. In the year ended 30 June 2005,approximately 18 per cent. of Wilmington Group revenues were generated overseas. For the year ended 30 June 2005, the Wilmington Group reported turnover fromcontinuing operations of approximately £80.5 million; profit from continuingoperations before tax, amortisation and exceptional items of approximately £12.2 million and basic earnings per share from continuing operations beforeamortisation and exceptional items of 9.4 pence. Approximately 54 per cent. ofWilmington's revenues came from legal & regulatory related activities. As at 30June 2005, the Wilmington Group had gross assets of approximately £101.9million. The financial information set out above has been extracted without materialadjustment from the unaudited interim results of Wilmington for the six monthsended 31 December 2005 which were prepared under International FinancialReporting Standards ("IFRS"). Year end and accounting policies Metal Bulletin has a 31 December year end and Wilmington has a 30 June year end.Following completion of the Merger, it is anticipated that Bulletin Group willretain Metal Bulletin's year end and its accounting policies. The Metal BulletinDirectors and the Proposed Directors believe that the impact of the differencesarising from Wilmington's adoption of Metal Bulletin's IFRS accounting policieswill not be material. It is expected that the Merger will be accounted for on the basis of acquisitionaccounting principles and as a result the net assets of Wilmington will be fairvalued giving rise to goodwill and other intangibles following the Merger. Current trading and prospects Metal Bulletin Metal Bulletin held its annual general meeting on 23 May 2006. On that date, theChairman of Metal Bulletin, Anthony Selvey, made the following statement: "The current year has started well with all three divisions performing in linewith our expectations. "The Group has a strong portfolio of cash generative brands that enjoy leadingpositions in their respective markets. With good conditions set to continue inthe metals and independent macroeconomic research markets, the Board isconfident of achieving another good financial performance in 2006." The Metal Bulletin Board confirms that the Metal Bulletin Group has continued toperform well since that date and that the market continues to be strong. Wilmington Wilmington announced its interim results for the six months ended 31 December2005 on 16 March 2006. On that date, the Chairman of Wilmington, David Summers,commented on the outlook for current trading and the following is extracted fromthe "Outlook" section of the interim results announcement: "Wilmington's strategy is to generate sustainable and growing profits fromservicing the information and training requirements of key professional businessmarkets. We aim to develop strong positions in those markets by focusedinvestment, both acquisitive and organic, and by adding new products anddelivery channels in key areas of expertise. The growing requirement for highquality information and training amongst the professional business communitieswe serve provides the Board with confidence in its ability to deliver continuedgrowth. "The outlook for the full year continues to be encouraging. As in previous yearswe expect that the Group's performance will be weighted to the second half ofthe financial year." The Wilmington Board confirms that trading for the year to 30 June 2006 isanticipated to be in line with its expectations. The Wilmington Board is encouraged by the continued progress of Wilmington Groupand is confident that its strategy of focusing on key professional markets willresult in further progress in the year ending 30 June 2007. Bulletin Group In light of the strong prospects of both Metal Bulletin and Wilmington, togetherwith the expected benefits of the Merger, the Boards confirm that the outlookfor Bulletin Group is positive and that they look to the future with optimism. Details of the Merger The Merger is to be effected by way of a scheme of arrangement and reduction ofcapital of Wilmington and will be subject to the terms and conditions set outbelow and in Appendix I and to be set out in the Scheme Document. Under theterms of the Scheme, Wilmington Shares will be cancelled and new Metal BulletinShares will be issued to Wilmington Shareholders on the following basis: 0.6606 of a new Metal Bulletin Share for each Wilmington Share held at the Scheme Record Time and so in proportion for any other number ofWilmington Shares held. Fractional entitlements to new Metal Bulletin Shares will not be issued toWilmington Shareholders but will be aggregated and sold in the market with theproceeds retained for the benefit of Bulletin Group. No compensation will bepayable to Wilmington Shareholders for such fractions. The implementation of the Merger, assuming no exercise of options under theWilmington Share Schemes, would result in the issue of approximately 55.2million new Metal Bulletin Shares to Wilmington Shareholders, representingapproximately 50.0 per cent. of Metal Bulletin's enlarged issued ordinary sharecapital. The new Metal Bulletin Shares issued pursuant to the Merger will be issuedcredited as fully paid and will rank pari passu in all respects with theexisting Metal Bulletin Shares, including the right to receive all dividends anddistributions declared, made or paid on such shares after such date (save thatthe new Metal Bulletin Shares shall not be entitled to receive the MetalBulletin interim dividend to be declared on or around 15 August 2006 and whichwill be paid on or around 15 October 2006). The holders of the new MetalBulletin Shares will have the right to attend all general meetings of BulletinGroup. The Wilmington Board has declared an additional interim dividend of 2.7p perWilmington Share, making a total dividend for the year of 4.00p per share, whichwill be paid on the Business Day immediately before the Scheme Effective Date(such payment is anticipated to be paid on or around 12 September 2006) toWilmington Shareholders on the register of members at 11 August 2006. As theadditional interim dividend is being paid in place of the Wilmington finaldividend, in the event that the Scheme does not become effective, the WilmingtonBoard will not recommend a final dividend for the year ending 30 June 2006. Irrevocable undertakings Metal Bulletin Irrevocable undertakings to vote in favour of the resolutions to approve andimplement the Merger have been received from the Metal Bulletin Directors andtheir connected persons in respect of 504,550 Metal Bulletin Shares(representing approximately 0.9 per cent. of the Metal Bulletin Shares inissue). These undertakings will continue to be binding in the event of an offerfor Metal Bulletin or a higher competing offer for Wilmington being announcedand cannot be withdrawn other than in the event of the Scheme lapsing or beingwithdrawn. Wilmington Irrevocable undertakings to vote in favour of the resolutions to approve andimplement the Merger have been received from the Wilmington Directors and theirconnected persons in respect of 7,683,200 Wilmington Shares (representingapproximately 9.2 per cent. of the Wilmington Shares in issue). Theseundertakings will continue to be binding in the event of a higher competingoffer for Wilmington being announced and cannot be withdrawn other than in theevent of the Scheme lapsing or being withdrawn. In addition, an irrevocable undertaking to vote in favour of the resolutions toapprove and implement the Merger has been received from Brian Gilbert, a formerchairman and director of Wilmington, in respect of 5,524,623 Wilmington Shares(representing approximately 6.6 per cent. of the Wilmington Shares in issue).Further irrevocable undertakings have been received from certain senior managersof Wilmington in respect of 2,620,760 Wilmington Shares (representingapproximately 3.1 per cent. of the Wilmington Shares in issue). The undertakingsgiven by Brian Gilbert and the senior managers will cease to be binding in theevent of a competing offer for Wilmington being announced if such competingoffer represents a value more than 10 per cent. higher than that implied by theterms of the Merger. Accordingly, irrevocable undertakings to vote in favour of the resolutions toapprove and implement the Merger have been received in respect of a total of15,828,583 Wilmington Shares (representing approximately 18.9 per cent. of theWilmington Shares in issue). Shareholder meetings The implementation of the Scheme will require approval by a special resolutionof Wilmington Shareholders to be proposed at the Wilmington EGM. The Scheme willalso require approval separately by Wilmington Shareholders at the WilmingtonCourt Meeting. Voting at the Wilmington Court Meeting will be conducted by wayof a poll. The approval required at the Wilmington Court Meeting will be amajority in number representing not less than 75 per cent. in value of thoseWilmington Shareholders present and voting. The Merger and related increase in Metal Bulletin's authorised share capitalwill require approval by ordinary resolution of Metal Bulletin Shareholders tobe proposed at the Metal Bulletin EGM. A special resolution to change the nameof Metal Bulletin to Bulletin Group on completion of the Merger will also beproposed at the Metal Bulletin EGM. The Scheme can only become effective if all the conditions to the Merger havebeen satisfied or, where relevant, waived. The Scheme will become effective onthe delivery to the Registrar of Companies in England and Wales by Wilmington ofthe Court Order sanctioning the Scheme and the registration of such Court Order.Once the Scheme becomes effective, the terms will be binding on all WilmingtonShareholders whether or not they voted in favour. The Scheme Document setting out full details of the Merger and the Scheme isexpected to be posted to Wilmington Shareholders on or about 10 July 2006. Inaddition, Wilmington Shareholders will receive a Prospectus in relation to MetalBulletin and the new Metal Bulletin Shares. At the same time, Metal Bulletinwill send a circular to Metal Bulletin Shareholders including notice of theMetal Bulletin EGM, together with a copy of the Prospectus. Persons not resident in the UK may be affected by the laws of other relevantjurisdictions. Wilmington Shareholders who are not resident in the UK shouldinform themselves about and observe any applicable requirements. Share option schemes Participants in the Wilmington Share Schemes will be sent further details of theactions they can take in respect of their outstanding options. The proposalswill allow participants in the Wilmington Share Schemes to exercise theiroptions on the Scheme becoming effective or to exchange their options overWilmington Shares for equivalent options over Metal Bulletin Shares on theScheme becoming effective on terms agreed (where appropriate) with HM Revenue &Customs. The Wilmington Directors intend, where permitted under the rules of the relevantschemes, to exchange their options over Wilmington Shares for equivalent optionsover Metal Bulletin Shares. The Merger will not affect share options and awards granted under the MetalBulletin Share Schemes. The Bulletin Group Board intends, subject to remuneration committee approval, tocontinue to grant share options to executive directors and other employees,pursuant to existing share option schemes, in the ordinary course of business. Inducement fee and Implementation Agreement Metal Bulletin and Wilmington have signed an agreement dated 5 May 2006 (asvaried by a deed of variation dated 22 June 2006) as an inducement to bothcompanies to complete the Merger. Under this agreement (as varied), Wilmingtonwill pay an inducement fee of up to £1.4 million to Metal Bulletin in the eventthat it breaches its non-solicitation obligations, or following itsrecommendation of the Merger, it withdraws its recommendation or modifies it ina manner which adversely affects the chances of the Scheme becoming effective.Wilmington will also pay such an inducement fee if the Scheme fails to becomeeffective following the announcement of any proposals involving a change ofcontrol of Wilmington by a third party which is recommended by the WilmingtonDirectors or, following which, the Wilmington Directors withdraw theirrecommendation of the Merger. Similarly, Metal Bulletin will pay an inducementfee of up to £1.4 million to Wilmington in the event that it breaches its non-solicitation obligations, or following its recommendation of the Merger, itwithdraws its recommendation or modifies it in a manner which adversely affectsthe chances of the Scheme becoming effective or the Scheme fails to becomeeffective following the announcement of any proposal involving a change ofcontrol of Metal Bulletin by a third party which is recommended by the MetalBulletin Directors or, following which, the Metal Bulletin Directors withdrawtheir recommendation of the Merger. Metal Bulletin and Wilmington entered into the Implementation Agreement on 8 May2006 (as varied by a deed of variation dated 22 June 2006) whereby MetalBulletin and Wilmington have agreed (subject to the fiduciary duties of theMetal Bulletin Directors and Wilmington Directors, as relevant, and therequirements of the City Code) to take all such steps and actions and prepare,execute, agree, settle, publish and/or announce all such documents as may benecessary or desirable for the implementation of the Scheme. Metal Bulletin hasalso agreed to convene the Metal Bulletin EGM (subject to the fiduciary dutiesof the Metal Bulletin Directors and the requirements of the City Code),recommend the approval of the resolutions to be submitted to its shareholders atthe Metal Bulletin EGM and to use all reasonable endeavours to procure theadmission of the new Metal Bulletin Shares to the Official List and to tradingon the London Stock Exchange following the implementation of the Scheme. Settlement, listing and dealings Application will be made to the UK Listing Authority for the new Metal BulletinShares to be admitted to the Official List and to the London Stock Exchange forsuch shares to be admitted to trading on the London Stock Exchange's market forlisted securities. It is expected that admission to the Official List willbecome effective and that dealings, for normal settlement, in the new MetalBulletin Shares will commence on the day after the Scheme becomes effective.Further details on settlement, listing and dealing will be included in thedocuments to be sent to Wilmington and Metal Bulletin shareholders. Interests in shares Save for the irrevocable undertakings referred to above and 2,420 WilmingtonShares held by the Chief Executive of Metal Bulletin, Tom Hempenstall, in apersonal equity plan, neither Metal Bulletin nor any director of Metal Bulletin,nor, so far as Metal Bulletin is aware, any party acting in concert with MetalBulletin, owns or controls any Wilmington Shares or any securities convertibleor exchangeable into, or any rights to subscribe for or purchase, or any optionsto purchase, any Wilmington Shares or holds any derivatives referenced toWilmington Shares. In the interests of confidentiality, Metal Bulletin has notmade any enquiries in this respect of certain parties who may be presumed by thePanel to be acting in concert with it for the purposes of the Merger. For legal reasons connected with the implementation of the Merger, it isintended that Metal Bulletin will subscribe in cash for one Wilmington Share atpar after the Wilmington Court Meeting but before the Scheme Effective Date.This one share will not be included in the Scheme, will not be cancelled andwill continue to be held by Metal Bulletin. General The current issued share capital of Metal Bulletin comprises 55,228,041 ordinaryshares of 2 pence each and the International Securities Identification Numberfor Metal Bulletin Shares is GB0002374444. The current issued share capital ofWilmington comprises 83,600,179 ordinary shares of 5 pence each, and theInternational Securities Identification Number for Wilmington Shares isGB0009692319. Unless otherwise stated, in this announcement the prices of shares are theclosing middle market prices for those shares as at 23 June 2006 (the lastbusiness day before this announcement) and any agreements referred to aresubject to English law. The Metal Bulletin Directors reserve the right to revise the terms of the Mergeror proceed by way of an offer for the entire issued share capital of Wilmington,subject to obtaining Panel consent, if a competitive situation arises before theScheme Effective Date. Responsibility The Metal Bulletin Directors accept responsibility for the information containedin this announcement other than that relating to (i) Wilmington, the WilmingtonDirectors and members of their immediate families and related trusts andconnected persons (within the meaning of section 346 of the Companies Act) forwhich the Wilmington Directors accept responsibility and (ii) the statements andexpressions of opinion for which the Wilmington Directors accept responsibilityas stated below. To the best of the knowledge and belief of the Metal BulletinDirectors (who have taken all reasonable care to ensure that such is the case)the information contained in this announcement for which they takeresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. The Wilmington Directors accept responsibility for the information contained inthis announcement in so far as it relates to the Wilmington Group, theWilmington Directors and members of their immediate families and related trustsand connected persons and the statements and expressions of opinion of theWilmington Directors. Subject as aforesaid, to the best of the knowledge andbelief of the Wilmington Directors (who have taken all reasonable care to ensurethat such is the case) such information contained in this announcement for whichthey take responsibility is in accordance with the facts and does not omitanything likely to affect the import of such information. Recommendations The Metal Bulletin Board, which has received financial advice from TrilliumPartners and Arden Partners, considers the Merger to be in the best interests ofMetal Bulletin Shareholders as a whole. In providing advice to the MetalBulletin Board, Trillium Partners and Arden Partners have taken into account theMetal Bulletin Board's commercial assessments of the Merger. Accordingly, theMetal Bulletin Directors intend to recommend unanimously that Metal BulletinShareholders vote in favour of the resolutions to be proposed at the MetalBulletin EGM as they, and their connected persons, have irrevocably undertakento do in respect of 504,550 Metal Bulletin Shares (representing approximately0.9 per cent. of the Metal Bulletin Shares in issue). The Wilmington Board, which has been so advised by Marshall, considers the termsof the Merger to be fair and reasonable so far as Wilmington Shareholders areconcerned. The Wilmington Board has also been advised by Hoare Govett. HoareGovett has a corporate broking relationship with Metal Bulletin and, as aconsequence of Rule 3 of the City Code, is not acting as independent adviser forthe purposes of the Merger. Hoare Govett also considers the terms of the Mergerto be fair and reasonable so far as Wilmington Shareholders are concerned. Inproviding advice to the Wilmington Board, Marshall and Hoare Govett have takeninto account the Wilmington Board's commercial assessments. The WilmingtonDirectors consider the Merger to be in the best interests of WilmingtonShareholders as a whole. Accordingly, the Wilmington Directors intend torecommend unanimously that Wilmington Shareholders vote in favour of theresolutions relating to the Merger to be proposed at the Wilmington CourtMeeting and the Wilmington EGM as they, and their connected persons, haveirrevocably undertaken to do in respect of 7,683,200 Wilmington Shares(representing approximately 9.2 per cent. of the Wilmington Shares in issue). (i) This statement should not be interpreted to mean that theearnings per share of any of Bulletin Group, Metal Bulletin or Wilmington in thefinancial year of the Merger, or in any subsequent period, would necessarilymatch or be greater than those for the relevant preceding financial period ofany of those companies. (ii) The expected pre-tax cost savings have been calculated on thebasis of the existing cost and operating structures of Metal Bulletin andWilmington and by reference to current prices and exchange rates and the currentregulatory environment. These statements of pre-tax cost savings and costs forachieving them relate to future actions and circumstances which, by theirnature, involve risks, uncertainties and other factors. As a result of this, thecost savings referred to may not be achieved, or those achieved could bematerially different from those estimated. This statement should not beinterpreted to mean that the earnings per share of any of Bulletin Group, MetalBulletin or Wilmington in the financial year of the Merger, or in any subsequentperiod, would necessarily match or be greater than those for the relevantpreceding financial period of any of those companies. Trillium Partners Limited, an appointed representative of Bourne FinancialCapital Limited, which is regulated and authorised in the United Kingdom by theFinancial Services Authority, is acting for Metal Bulletin and no one else inconnection with the Merger and will not be responsible to anyone other thanMetal Bulletin for providing the protections afforded to clients of TrilliumPartners Limited or for providing advice in relation to the Merger. Arden Partners Limited, which is regulated and authorised in the United Kingdomby the Financial Services Authority, is acting for Metal Bulletin and no oneelse in connection with the Merger and will not be responsible to anyone otherthan Metal Bulletin for providing the protections afforded to clients of ArdenPartners Limited or for providing advice in relation to the Merger. Hoare Govett Limited, which is regulated and authorised in the United Kingdom bythe Financial Services Authority, is acting for Wilmington and no one else inconnection with the Merger and will not be responsible to anyone other thanWilmington for providing the protections afforded to clients of Hoare GovettLimited or for providing advice in relation to the Merger. Marshall Securities Limited, which is regulated and authorised in the UnitedKingdom by the Financial Services Authority, is acting for Wilmington and no oneelse in connection with the Merger and will not be responsible to anyone otherthan Wilmington for providing the protections afforded to clients of MarshallSecurities Limited or for providing advice in relation to the Merger. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers, ifany person is, or becomes, "interested" (directly or indirectly) in 1 per cent.or more of any class of "relevant securities" of Metal Bulletin or Wilmington,all "dealings" in any "relevant securities" of Metal Bulletin or Wilmington(including by means of an option in respect of, or a derivative referenced to,any such "relevant securities") must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevanttransaction. This requirement will continue until the date on which the Schemebecomes effective or, the Merger lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Metal Bulletin or Wilmington, they willbe deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Metal Bulletin or Wilmington by Metal Bulletin or Wilmington, orby any of their respective "associates", must be disclosed by no later than12.00 noon (London time) on the London business day following the date of therelevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. If you are in any doubt as to the application ofRule 8, please consult an independent financial adviser authorised under theFinancial Services and Markets Act 2000 and/or consult the Takeover Panel ontelephone number +44 20 7638 0129; fax +44 20 7236 7013. "Interests in securities" arise, in summary, when a person has a long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE SOLICITATION OF ANY VOTEOR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFEROF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION INCONTRAVENTION OF APPLICABLE LAW. APPENDIX I CONDITIONS OF THE MERGER 1. The Merger will be conditional upon the Scheme becoming effective,subject to the City Code, by not later than 30 September 2006 or such later date(if any) as Wilmington and Metal Bulletin may agree and the Court may allow. 2. The Scheme will be conditional upon: (a) the passing at the Metal Bulletin Extraordinary General Meeting, orat any adjournment of such extraordinary general meeting, of any resolution orresolutions which are necessary or, in the opinion of Metal Bulletin, desirableto approve, fund, effect and implement the Merger and the acquisition ofWilmington and of any Wilmington Shares; (b) the approval of the Scheme by a majority in number of WilmingtonShareholders, representing 75 per cent. or more in value present and entitled tovote, either in person or by proxy, at the Wilmington Court Meeting, or at anyadjournment of such Wilmington Court Meeting; (c) any resolutions required to approve and implement the Scheme beingduly passed by the requisite majority at the Wilmington Extraordinary GeneralMeeting, or at any adjournment of such extraordinary general meeting; (d) the sanction (with or without modifications, on terms reasonablyacceptable to Metal Bulletin and Wilmington) of the Scheme and confirmation ofthe reduction of capital involved therein by the Court and an office copy of theCourt Order being delivered by Wilmington to the Registrar of Companies inEngland and Wales and registration of the Court Order confirming the reductionof capital involved in the Scheme by the Registrar of Companies in England andWales; and (e) the admission to the Official List of the new Metal Bulletin Sharesbecoming effective in accordance with the Listing Rules and the admission ofsuch shares to the London Stock Exchange's market for listed securities becomingeffective or (if determined by Metal Bulletin and Wilmington and subject to theconsent of the Panel) the UK Listing Authority agreeing or confirming itsdecision to admit such shares to the Official List and the London Stock Exchangeagreeing to admit such shares to trading subject only to (i) the allotment ofsuch shares and/or (ii) the Scheme becoming effective. 3. Wilmington and Metal Bulletin have agreed that, subject as stated inparagraph 4 below, the Merger will also be conditional upon (and accordingly thenecessary action to make the Scheme effective will not be taken unless thefollowing conditions are satisfied or, where relevant, waived as referred tobelow prior to the Scheme being sanctioned by the Court): (a) the obtaining, in form and substance reasonably satisfactory to MetalBulletin and Wilmington, of all such other consents or clearances (includingdeemed consents and clearances) as are agreed between Metal Bulletin andWilmington (acting reasonably) to be appropriate in respect of the Merger, orany matters arising therefrom, under the merger control rules of any state orjurisdiction; (b) no central bank, government or governmental, quasi-governmental,supranational, statutory or regulatory body, or any court, institution,investigative body, competition authority, association, trade agency orprofessional or environmental body or (without prejudice to the generality ofthe foregoing) any other person or body in any jurisdiction (each, a "RelevantAuthority") having decided to take, instituted, implemented or threatened anyaction, proceedings, suit, investigation or enquiry or enacted, made or proposedany statute, regulation or order or otherwise taken any other step or done anything, and there not being outstanding any statute, legislation or order, thatwould or might reasonably be expected to: (i) make the Merger void, illegal or unenforceable in or under the lawsof any jurisdiction, or otherwise directly or indirectly restrain, prevent,prohibit, restrict or delay the same or impose additional conditions orobligations with respect to the Merger or otherwise impede, challenge orinterfere with the Merger or the implementation of the same (or any matterarising therefrom) in each such case in a way which is material in the contextof the Merger or require any material amendment or alteration to the terms ofthe Merger; (ii) in a way which is material in the context of the Merger restrict,restrain, prohibit, impose additional conditions or obligations with respect to,or otherwise materially interfere with or delay the implementation of, theMerger or the acquisition of any Wilmington Shares by Metal Bulletin or anymatters arising therefrom; (iii) require, prevent, delay or alter the terms envisaged for anyproposed divestiture or otherwise affect the divestiture by Metal Bulletin orany of its subsidiaries, subsidiary undertakings or associated undertakings(including any company of which 20 per cent. or more of the voting capital isheld by the Metal Bulletin Group or any partnership, joint venture, firm orcompany in which any of them may be interested) (together the "wider MetalBulletin Group") or Wilmington or any of its subsidiaries, subsidiaryundertakings or associated undertakings (including any company of which 20 percent. or more of the voting capital is held by the Wilmington Group or anypartnership, joint venture, firm or company in which any of them may beinterested) (together the "wider Wilmington Group") of all or any portion oftheir respective businesses, assets or property or of any Wilmington Shares orother securities in Wilmington or impose any limitation on the ability of any ofthem to conduct their respective businesses or exercise management control overany member of the wider Metal Bulletin Group or the wider Wilmington Group, asthe case may be, or own their respective assets or properties or any partthereof in each such case which is material to the Metal Bulletin Group or theWilmington Group; (iv) except pursuant to the Merger require any member of the wider MetalBulletin Group or the wider Wilmington Group to offer to acquire any shares orother securities or rights thereover in any member of the wider Wilmington Groupor the wider Metal Bulletin Group owned by any third party (other than in theimplementation of the Merger in each such case where the acquisition is materialto the wider Metal Bulletin Group or the wider Wilmington Group); (v) impose any material limitation on the ability of any member of thewider Metal Bulletin Group or any member of the wider Wilmington Group toconduct, integrate or co-ordinate its business, or any part of it, with thebusiness of any other member of the wider Metal Bulletin Group or any othermember of the wider Wilmington Group; (vi) otherwise adversely affect any or all of the businesses, assets,profits, financial or trading position or prospects of any member of the widerMetal Bulletin Group or the wider Wilmington Group or the exercise of rights ofshares of any company in the Metal Bulletin Group or the Wilmington Group ineach case in a way which is material in the context of the Metal Bulletin Groupor the Wilmington Group, as the case may be, each such Group taken as a whole, and all applicable waiting periods during which such Relevant Authority couldtake, institute, implement or threaten any such action, proceeding, suit,investigation or enquiry or otherwise intervene having expired, lapsed or beenterminated; (c) to the extent that the same is material in the context of the Mergerall authorisations, orders, grants, consents, clearances, licences, permissionsand approvals, in any jurisdiction, necessary or in the reasonable opinion ofMetal Bulletin or Wilmington appropriate for or in respect of the Merger or thecarrying on of the business of any member of the wider Wilmington Group or thewider Metal Bulletin Group, the issue of the new Metal Bulletin Shares or anymatters arising therefrom, being obtained in a form and on terms reasonablysatisfactory to Metal Bulletin and Wilmington from all appropriate RelevantAuthorities or (without prejudice to the generality of the foregoing) from anypersons or bodies with whom any members of the wider Wilmington Group or thewider Metal Bulletin Group has entered into contractual arrangements and suchauthorisations, orders, grants, consents, clearances, licences, permissions andapprovals remaining in full force and effect and there being no notice orintimation of an intention to revoke, suspend, restrict, modify or not to renewthe same; and all necessary or appropriate notification filings in connectionwith the Merger having been made, all waiting and other time periods (includingextensions thereto) under any applicable legislation and regulations in anyjurisdiction having expired, lapsed or been terminated (as appropriate) and allnecessary statutory or regulatory obligations in any jurisdiction in respect ofthe Merger or any matters arising therefrom having been complied with, in eachcase where the direct consequence of a failure to make such a notification orfiling or to wait for the expiry, termination or lapsing of any waiting periodor to comply with any such obligation or obtain any necessary authorisationwould have a material adverse effect on the Metal Bulletin Group or theWilmington Group, as the case may be, each such Group taken as a whole; (d) except as publicly announced by Metal Bulletin or Wilmington (by thedelivery of an announcement to a Regulatory Information Service) prior to 26June 2006 (being the date of announcement of the Merger) or as fairly disclosedin writing to Metal Bulletin by or on behalf of Wilmington or to Wilmington byor on behalf of Metal Bulletin prior to 26 June 2006, there being no provisionof any agreement, instrument, permit, lease or other instrument, licence orother arrangement to which any member of the wider Wilmington Group or widerMetal Bulletin Group is a party or by or to which any such member or any of itsassets may be bound or subject which, as a consequence of the Merger, or theimplementation of the same, or because of a change in the control or managementof Wilmington or Metal Bulletin or any member of the wider Wilmington Group orthe wider Metal Bulletin Group (or any matters arising therefrom) or otherwise,could or might reasonably be expected to result in, to an extent which ismaterial in the context of the wider Metal Bulletin Group or wider WilmingtonGroup, each such group taken as a whole: (i) any monies borrowed by, or other indebtedness or liabilities (actualor contingent), of any member of the wider Wilmington Group or wider MetalBulletin Group being or becoming repayable, or capable of being declaredrepayable immediately or prior to the repayment date stated in such agreement,instrument or other arrangement or the ability of any such member to borrowmonies or incur any indebtedness being withdrawn or materially adverselyaffected; (ii) any mortgage, charge or other security interest being created overthe whole or any part of the business, property, assets or interests of anymember of the wider Wilmington Group or wider Metal Bulletin Group or any suchsecurity (whenever arising) becoming enforceable; (iii) any such agreement, instrument, permit, licence or otherarrangement, or any right, interest, liability or obligation of any member ofthe wider Wilmington Group or wider Metal Bulletin Group therein, beingterminated or adversely modified or affected or any adverse action being takenor any onerous obligation arising thereunder; (iv) the financial or trading position, prospects or value of any memberof the wider Wilmington Group or wider Metal Bulletin Group being prejudiced oradversely affected in any way; (v) any asset(s) or interest(s) of, or any asset the use of which isenjoyed by, any member of the wider Metal Bulletin Group or the wider WilmingtonGroup being or falling to be disposed of or ceasing to be available to anymember of the wider Metal Bulletin Group or the wider Wilmington Group or anyright arising under which any such asset or interest could be required to bedisposed of or could cease to be available to any member of the wider MetalBulletin Group or the wider Wilmington Group otherwise than in the ordinarycourse of business in each such case; or (vi) the rights, liabilities, obligations, interests or business of anymember of the wider Wilmington Group or wider Metal Bulletin Group under anysuch agreement, instrument or other arrangement in or with any other person,firm or company (or any arrangements relating to such interest or business)being terminated or adversely modified or affected or any onerous obligation orliability arising or any adverse action being taken thereunder in any way; and no event having occurred which, under any provision of any sucharrangement, agreement, licence, permit or other instrument, could result in anyof the events or circumstances which are referred to in paragraphs (i) to (vi)of this Condition (d); (e) except as disclosed in either Metal Bulletin's annual report andaccounts for the year ended 31 December 2005 or in Wilmington's annual reportand accounts for the year ended 30 June 2005 or as otherwise publicly announcedby Metal Bulletin or Wilmington (by the delivery of an announcement to aRegulatory Information Service) prior to 26 June 2006 (being the date ofannouncement of the Merger) or as otherwise fairly disclosed in writing to MetalBulletin by or on behalf of Wilmington or to Wilmington by or on behalf of MetalBulletin prior to 26 June 2006, no member of the wider Metal Bulletin Group orthe wider Wilmington Group having: (i) issued or agreed to issue, or authorised or proposed the issue of,additional shares of any class, or securities convertible into or exchangeablefor, or rights, warrants or options to subscribe for or acquire, any such sharesor convertible securities other than as between Metal Bulletin and wholly-ownedsubsidiaries of Metal Bulletin or between Wilmington and wholly-ownedsubsidiaries of Wilmington and other than any options granted as disclosed byMetal Bulletin to Wilmington or by Wilmington to Metal Bulletin prior to 26 June2006 and any shares issued upon the exercise of any options granted under any ofthe Metal Bulletin Share Schemes or the Wilmington Share Schemes as disclosed byMetal Bulletin or Wilmington; (ii) purchased or redeemed or repaid or proposed the purchase,redemption or repayment of any of its own shares or other securities or reducedor made any other change to any part of its share capital (other than as betweenmembers of the Metal Bulletin Group or the Wilmington Group as the case may be); (iii) recommended, declared, paid or made (or proposed to recommend,declare, pay or make) any bonus, dividend or other distribution whether payablein cash or otherwise (other than, in the case of the wider Metal Bulletin Group,to Metal Bulletin or a wholly-owned subsidiary of Metal Bulletin or, in the caseof the wider Wilmington Group, to Wilmington or a wholly-owned subsidiary ofWilmington); (iv) other than pursuant to the Merger, made or authorised or proposed orannounced an intention to propose any change in its share or loan capital; (v) other than pursuant to the Merger and other than any acquisition ordisposal in the ordinary course of business or a transaction between MetalBulletin and a wholly-owned subsidiary of Metal Bulletin or between Wilmingtonand a wholly-owned subsidiary of Wilmington, merged with or demerged or acquiredany body corporate, partnership or business or acquired or disposed of ortransferred, mortgaged or charged or created any security interest over anyassets or any right, title or interest in any assets (including shares and tradeinvestments) or authorised, proposed or announced the same which, in any suchcase, involves or could involve an obligation of a nature or magnitude which ismaterial in the context of the Merger; (vi) issued, authorised or proposed the issue of, or made any change inor to, any debentures or (save as between Metal Bulletin and a wholly-ownedsubsidiary of Metal Bulletin or between Wilmington and a wholly-owned subsidiaryof Wilmington) incurred or increased any indebtedness or liability (actual orcontingent) of an aggregate amount which might materially and adversely affectthe financial or trading position or the prospects of the wider Metal BulletinGroup or the wider Wilmington Group, as the case may be; (vii) entered into, varied, or announced its intention to enter into orvary, or authorised any agreement, transaction, arrangement or commitment(whether in respect of capital expenditure or otherwise) (otherwise than in theordinary course of business) which: (A) is of a long-term, onerous or unusual nature or magnitude or whichinvolves or could involve an obligation of such nature or magnitude and which ismaterial in the context of the business of the wider Metal Bulletin Group or thewider Wilmington Group; or (B) could or is likely to materially restrict the business of the widerMetal Bulletin Group or the wider Wilmington Group, as the case may be, eachsuch group taken as a whole; (viii) (other than transactions between one wholly-owned member of theMetal Bulletin Group or the Wilmington Group and another such member and otherthan pursuant to the Merger or in the ordinary course of business) entered into,implemented, effected or authorised or announced its intention to propose anymerger, demerger, reconstruction, amalgamation, scheme, commitment or othertransaction or arrangement of a material nature to the Metal Bulletin Group orthe Wilmington Group, as the case may be, each such group taken as a whole, inrespect of itself or another member of the wider Metal Bulletin Group or thewider Wilmington Group; (ix) entered into or varied in a manner which is material the terms ofany contract, agreement or arrangement with any of the directors or seniorexecutives of any member of the wider Metal Bulletin Group or the widerWilmington Group; (x) (other than in respect of a member of the wider Metal Bulletin Groupor the wider Wilmington Group which is dormant and was solvent at the relevanttime) taken or proposed any corporate action or had any legal proceedingsinstituted or threatened against it or petition presented or order made for itswinding-up (voluntarily or otherwise), dissolution or reorganisation or for theappointment of a receiver, administrator, administrative receiver, trustee orsimilar officer of all or any material part of its assets and revenues or anyanalogous proceedings in any jurisdiction or appointed any analogous person inany jurisdiction; (xi) been unable, or admitted that it is unable, to pay its debts orhaving stopped or suspended (or threatened to stop or suspend) payment of itsdebts generally or ceased or threatened to cease carrying on all or asubstantial part of its business; (xii) waived or compromised any claim which is material in the context ofthe Metal Bulletin Group or the Wilmington Group, as the case may be, each suchgroup taken as a whole, other than in the ordinary course of business; (xiii) made any material alteration to its memorandum or articles ofassociation (or equivalent constitutional documents in respect of overseasjurisdictions of incorporation); (xiv) proposed, agreed to provide or modified the terms of any share optionscheme, incentive scheme, or other benefit relating to the employment ortermination of employment of any employee of the wider Wilmington Group or thewider Metal Bulletin Group, which is material in the context of the widerWilmington Group or the wider Metal Bulletin Group taken as a whole; (xv) made or agreed or consented to any significant change to the terms ofthe trust deeds constituting the pension schemes established for its directors,employees or their dependants or the benefits which accrue, or to the pensionswhich are payable, thereunder, or to the basis on which qualification for, oraccrual or entitlement to, such benefits or pensions are calculated ordetermined or to the basis on which the liabilities (including pensions) of suchpension schemes are funded or made, or agreed or consented to any change to thetrustees involving the appointment of a trust corporation; or (xvi) entered into any contract, agreement, commitment or arrangement orpassed any resolution or made any offer (which remains open for acceptance) orproposed or announced any intention with respect to any of the transactions,matters or events referred to in this Condition (e); (f) except as disclosed in either Metal Bulletin's annual report andaccounts for the year ended 31 December 2005 or in Wilmington's annual reportand accounts for the year ended 30 June 2005 or as otherwise publicly announcedby Metal Bulletin or Wilmington (by the delivery of an announcement to aRegulatory Information Service) prior to 26 June 2006 (being the date ofannouncement of the Merger) or as otherwise fairly disclosed to Metal Bulletinby or on behalf of Wilmington or to Wilmington by or on behalf of Metal Bulletinprior to 26 June 2006: (i) no litigation, arbitration, prosecution or other legal proceedingshaving been instituted, announced or threatened or become pending or remainedoutstanding by or against any member of the wider Wilmington Group or the widerMetal Bulletin Group or to which any member of the wider Wilmington Group or thewider Metal Bulletin Group is or may become a party (whether as claimant,defendant or otherwise); (ii) no adverse change having occurred or deterioration in the business,assets, financial or trading position, profits or prospects of any member of thewider Wilmington Group or the wider Metal Bulletin Group; (iii) no enquiry or investigation by or complaint or reference to, anyRelevant Authority having been threatened, announced, implemented or institutedor remaining outstanding against or in respect of any member of the wider MetalBulletin Group or the wider Wilmington Group; or (iv) no contingent or other liability of any member of the wider MetalBulletin Group or the wider Wilmington Group having arisen or become apparent orincreased, and which, in each case, adversely affects the Metal Bulletin Groupor the Wilmington Group, as the case may be, to an extent, which is material tothe Metal Bulletin Group or the Wilmington Group as the case may be, each suchgroup taken as a whole; (g) except as fairly disclosed to Metal Bulletin in writing prior to 26June 2006 (being the date of announcement of the Merger), Metal Bulletin nothaving discovered: (i) that any financial, business or other information concerning thewider Wilmington Group disclosed at any time by or on behalf of any member ofthe wider Wilmington Group, whether publicly, to any member of the wider MetalBulletin Group or otherwise, is misleading or contains misrepresentation of factor omits to state a fact necessary to make any information contained therein notmisleading where this misrepresentation or omission is material in the contextof the Merger; (ii) that any member of the wider Wilmington Group is subject to anyliability (actual or contingent) which is not disclosed in Wilmington's annualreport and accounts for the financial year ended 30 June 2005 and which ismaterial in the context of the Wilmington Group taken as a whole; or (iii) any Information which materially affects the import of any materialinformation disclosed to Metal Bulletin at any time by or on behalf of anymember of the wider Wilmington Group; (h) except as fairly disclosed to Wilmington in writing prior to 26 June2006 (being the date of announcement of the Merger), Wilmington not havingdiscovered: (i) that any financial, business or other information concerning thewider Metal Bulletin Group disclosed at any time by or on behalf of any memberof the wider Metal Bulletin Group, whether publicly, to any member of the widerWilmington Group or otherwise, is misleading or contains any misrepresentationof fact or omits to state a fact necessary to make any information containedtherein not misleading where this misrepresentation or omission is material inthe context of the Merger; (ii) that any member of the wider Metal Bulletin Group is subject to anyliability (actual or contingent) which is not disclosed in Metal Bulletin'sannual report and accounts for the financial year ended 31 December 2005 andwhich is material in the context of the Metal Bulletin Group taken as a whole;or (iii) any information which materially affects the import of any materialinformation disclosed to Wilmington at any time by or on behalf of any member ofthe wider Metal Bulletin Group. 4. Subject to the requirements of the Panel, Wilmington and MetalBulletin, acting together, may waive all or any of the conditions contained inparagraphs 3(a), (b) and (c). Metal Bulletin reserves the right to waive inwhole or in part, all or any of the conditions in paragraphs 3(d), (e) and (f),so far as they relate to Wilmington, and in paragraph 3(g) above, and Wilmingtonreserves the right to waive in whole or in part, all or any of the conditions inparagraphs 3(d), (e) and (f) above, so far as they relate to Metal Bulletin, andin paragraph 3(h) above, for the purposes of the Merger and the Scheme. 5. Save with the consent of the Panel, the Scheme will not proceed if,before the date of the Wilmington Court Meeting, there is a reference of theMerger to the UK Competition Commission. 6. The Merger and the Scheme will be governed by English law and besubject to the jurisdiction of the English courts and the conditions set out inthis announcement. The rules contained in the City Code, so far as they areappropriate, apply to the Merger and to the Scheme. APPENDIX II DEFINITIONS "Arden Partners" Arden Partners Limited"Boards" the Metal Bulletin Board and/or the Wilmington Board as the context requires"Bulletin Group" Metal Bulletin following completion of the Merger, which will be renamed Bulletin Group plc"Bulletin Group Board" or "Bulletin Group the directors of Bulletin GroupDirectors""Business Day" a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for normal business in the City of London"Circular" the Class 1 circular to be posted to Metal Bulletin Shareholders containing notice of the Metal Bulletin EGM"City Code" the City Code on Takeovers and Mergers"Companies Act" or the "Act" the Companies Act 1985, as amended"Competition Commission" the body corporate known as the Competition Commission as established under Section 45 of the Competition Act 1998, as amended"Conditions" the conditions to the Merger set out in Appendix I to this announcement"Court" the High Court of Justice of England and Wales"Court Order" the order of the Court granted at the Court hearing sanctioning the Scheme under section 425 of the Companies Act and confirming the reduction of capital provided for by the Scheme under section 137 of the Companies Act"Enlarged Group" Metal Bulletin and its subsidiary undertakings following completion of the Merger"Groups" the Metal Bulletin and/or the Wilmington Group as the context requires"Hoare Govett" Hoare Govett Limited"Implementation Agreement" the implementation agreement dated 8 May 2006 between Metal Bulletin and Wilmington relating to the Scheme"Listing Rules" the Listing Rules of the UK Listing Authority"London Stock Exchange" London Stock Exchange plc or its successor"Marshall" Marshall Securities Limited"Merger" the proposed merger of Metal Bulletin and Wilmington by way of the Scheme"Metal Bulletin" Metal Bulletin plc and, where the context requires, all of its subsidiary undertakings"Metal Bulletin Directors" or "Metal the directors of Metal BulletinBulletin Board""Metal Bulletin EGM" or "Metal Bulletin the extraordinary general meeting of Metal Bulletin Shareholders (and anyExtraordinary General Meeting" adjournment thereof) to be convened for the purpose of considering and, if thought fit, approving, inter alia, the Merger and the change in name of Metal Bulletin to Bulletin Group"Metal Bulletin" Metal Bulletin and its subsidiary undertakings"Metal Bulletin Share Schemes" the Metal Bulletin 1994 Executive Share Option Scheme, the Metal Bulletin 1994 Employee (Savings Related) Share Option Scheme, the Metal Bulletin 2004 (Savings Related) Share Option Scheme, the Metal Bulletin 1997 Unapproved Executive Share Option Scheme and the Metal Bulletin Long Term Incentive Plan 2006"Metal Bulletin Shareholder" a registered holder of Metal Bulletin Shares"Metal Bulletin Shares" or "Metal Bulletin ordinary shares of 2 pence each in the capital of Metal BulletinOrdinary Shares""new Metal Bulletin Shares" Metal Bulletin Shares proposed to be issued credited as fully paid pursuant to the Scheme and the Merger"Official List" the Official List of the UKLA"Panel" the Panel on Takeovers and Mergers"Proposed Directors" Charles Brady, Basil Brookes, Terence Garthwaite and Mark Asplin"Prospectus" the prospectus of Metal Bulletin to be posted to Metal Bulletin Shareholders and Wilmington Shareholders explaining, inter alia, the terms of the proposed Merger"Regulatory Information Service" any information service authorised from time to time by the UK Listing Authority for the purpose of dissemination of regulatory announcements required by the Listing Rules"Scheme Document" the document to be posted to Wilmington Shareholders setting out, inter alia, the terms of the Scheme"Scheme Effective Date" the date on which the Scheme becomes effective in accordance with its terms"Scheme" or "Scheme of Arrangement" the proposed scheme of arrangement under section 425 of the Companies Act to be set out in the Scheme Document, with or subject to any modification thereof or addition thereto or condition agreed by Wilmington and Metal Bulletin and which the Court may think fit to approve or impose"Scheme Record Time" 6.00 p.m. on the last Business Day immediately prior to the Scheme Effective Date"Trillium Partners" Trillium Partners Limited"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland and its dependent territories"UKLA" or "UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000"Wilmington" Wilmington Group plc and, where the context requires, all of its subsidiary undertakings"Wilmington Court Meeting" the meeting of Wilmington Shareholders (and any adjournment thereof) to be convened pursuant to an order of the Court pursuant to section 425 of the Companies Act for the purpose of considering and, if thought fit, approving the Scheme, notice of which will be set out in the Scheme Document"Wilmington Directors" or "Wilmington the directors of WilmingtonBoard""Wilmington EGM" or "Wilmington the extraordinary general meeting of Wilmington Shareholders (and anyExtraordinary General Meeting" adjournment thereof) to be convened for the purpose of considering and, if thought fit, approving the Scheme, notice of which will be set out in the Scheme Document"Wilmington Group" Wilmington and its subsidiary undertakings"Wilmington Shareholder" a registered holder of Wilmington Shares"Wilmington Shares" ordinary shares of 5 pence each in the capital of Wilmington"Wilmington Share Schemes" the Wilmington 1995 Unapproved Share Option Scheme, the Wilmington 2003 Unapproved Executive Share Option Scheme, the Wilmington 1999 Approved Share Option Scheme and the Wilmington 1995 Savings-Related Share Option Scheme For the purposes of this announcement, "subsidiary", "subsidiary undertaking","undertaking", and "associated undertaking" have the meanings given by theCompanies Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4Aof the Companies Act). This information is provided by RNS The company news service from the London Stock Exchange

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Related Shares:

Wilmington