6th Oct 2006 07:00
Euromoney Institutional InvestorPLC06 October 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 6 October 2006 For immediate release Recommended cash offer by Euromoney Institutional Investor PLC ("Euromoney") on behalf of its wholly owned subsidiary, Euromoney Institutional Investor (Ventures) Limited ("Euromoney Ventures"), for Metal Bulletin Public Limited Company ("Metal Bulletin") OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS 1. Offer declared unconditional in all respects On 4 August 2006, Euromoney announced the terms of a recommended cash offer forEuromoney Ventures to acquire the entire issued and to be issued ordinary sharecapital of Metal Bulletin ("the Offer"). The Offer Document setting out the fullterms of the Offer was posted to Metal Bulletin Shareholders on 31 August 2006.Terms defined in the Offer Document have the same meaning in this announcement.Euromoney is pleased to announce that all of the conditions of the Offer havenow been satisfied and the Offer is now declared unconditional in all respects. Commenting on the announcement, Padraic Fallon, Chairman of Euromoney said: "We are delighted to announce that Euromoney's offer is now unconditional. MetalBulletin and Euromoney have complementary products and similar dynamic cultures.We have the opportunity to create one of the world's leading business mediagroups focusing on the metals and financial markets. We are also pleased to notethat the Partial Share Alternative was significantly oversubscribed which isevidence of strong shareholder support for the acquisition. We look forward toworking with Metal Bulletin's people to deliver the cross-selling and otheropportunities offered by bringing both businesses together." 2. Level of acceptances and ownership Euromoney announces that as at 1.00 p.m. on 5 October 2006, being the secondclosing date of the Offer, Euromoney Ventures had received valid acceptances ofthe Offer in respect of a total of 47,614,409 Metal Bulletin Shares,representing approximately 86.07 per cent. of the existing issued ordinary sharecapital of Metal Bulletin. As disclosed in the Offer Document and the announcements on 4 and 7 August 2006and 21 September 2006, Euromoney is also the beneficial owner of 4,931,595 MetalBulletin Shares, representing approximately 8.91 per cent. of the existingissued ordinary share capital of Metal Bulletin. Accordingly, Euromoney is the beneficial owner of, and Euromoney Ventures hasreceived valid acceptances in respect of, 52,546,004 Metal Bulletin Shares,together representing approximately 94.98 per cent. of the existing issuedordinary share capital of Metal Bulletin. As at 1.00 p.m. (London time) on 5 October 2006, of the above acceptances, validelections for the Loan Note Alternative had been received in respect of1,926,212 Metal Bulletin Shares, representing approximately 3.48 per cent. ofthe entire issued share capital of Metal Bulletin and valid elections for thePartial Share Alternative had been received in respect of 23,978,386 MetalBulletin Shares, representing approximately 43.34 per cent. of the entire issuedshare capital of Metal Bulletin. As set out in the Offer Document, the Partial Share Alternative is offered toMetal Bulletin shareholders subject to the number of New Euromoney Shares beingissued not exceeding 14 million shares. Due to the level of elections for thePartial Share Alternative, each Metal Bulletin shareholder who elected for thePartial Share Alternative will have their election scaled back by 46.47 percent. with any Metal Bulletin Shares subject to such scale-back beingreallocated according to each shareholder's elections or deemed elections. Save as disclosed in either this announcement or in the Offer Document, neither Euromoney nor any person acting in concert with Euromoney, is interested in or has any rights to subscribe for, any Metal Bulletin Shares nor does any such person have any short position or any arrangement in relation to Metal Bulletin Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Metal Bulletin Shares and any borrowing or lending of Metal Bulletin Shares that have not been on-lent or sold. As set out in the Offer Document, Euromoney received irrevocable undertakings and non-binding letters of intent to accept or procure acceptance of the Offer in respect of a total of 17,151,099 Metal Bulletin Shares, representing approximately 31.00 per cent. of the existing issued ordinary share capital of Metal Bulletin. Acceptances have been received in respect of 14,337,249 Metal Bulletin Shares, representing approximately 25.92 per cent. of the issued ordinary share capital of Metal Bulletin, that were subject to these irrevocable undertakings and non-binding letters of intent. The remaining shares relate to a letter of intent given by AEGON Asset Management who, as disclosed on 21 September 2006, had sold all their Metal Bulletin shares. 3. Consideration The consideration will be despatched (in a manner set out in the Offer Document)on or before 19 October 2006 to Metal Bulletin Shareholders who have validlyaccepted the Offer as at 1.00pm on 5 October 2006. Thereafter, considerationwill be despatched to Metal Bulletin Shareholders who validly accept the Offerwithin 14 days of receipt of an acceptance valid in all respects. Application has been made for the New Euromoney Shares to be admitted to theOfficial List and these shares are expected to be admitted to trading at 8.00am6 October 2006. 4. Delisting and Compulsory Acquisition Applications will be made to the Financial Services Authority for thecancellation of the listing of Metal Bulletin Shares on the Official List and tothe London Stock Exchange for the cancellation of the admission to trading ofMetal Bulletin Shares on its market for listed securities, with each expected totake effect from 3 November 2006, being 20 Business Days following the date ofthis announcement. In addition, Euromoney Ventures intends to exercise its rights pursuant toSchedule 2 of The Takeovers Directive (Interim Implementation) Regulations 2006to acquire compulsorily any outstanding Metal Bulletin Shares to which the Offerrelates on the same terms as the Offer. Terms used in this announcement shall have the meaning given to them in theOffer Document. 5. Offer to remain open The Offer will remain open for acceptances until further notice but in any event until at least 19 October 2006. Forms of Acceptance not yet returned should be completed and returned in accordance with the instructions set out in the Offer Document and in the Form of Acceptance so as to be received as soon as possible. The Loan Note Alternative and the Partial Share Alternative will also remain open although the Partial Share Alternative scaleback ratio referred to above, to be applied to any future elections may itself need to be adjusted so as to ensure that the New Euromoney Shares being issued do not result in the maximum number of shares to be issued under the Partial Share Alternative exceeding 14 million shares. 6. Procedure to accept the Offer To accept the Offer in respect of Metal Bulletin Shares held in certificated form, the Form of Acceptance should be completed, signed and returned in accordance with the instructions set out in the Offer Document and on the Form of Acceptance as soon as possible to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Additional Forms of Acceptance are available from Capita Registrars on 0870 162 3121 or, if calling from outside the United Kingdom, on +44 20 8639 2157. To accept the Offer in respect of Metal Bulletin Shares held in uncertificated form (that is, in CREST), Metal Bulletin Shareholders should follow the procedure set out in paragraph 15(b) of the letter from Euromoney contained in Part II of the Offer Document as soon as possible. Enquiries: Euromoney Padraic Fallon (Chairman)Richard Ensor (Managing Director)Colin Jones (Finance Director)Christopher Fordham (Executive Director) Tel: +1 212 224 3414 +44 (0)20 7779 8888 Dresdner Kleinwort (financial adviser and broker to Euromoney) Chris TrenemanClaude HerskovitsJoe Thompson Tel: +44 (0)20 7623 8000 Tulchan Communications (PR adviser to Euromoney) Andrew HonnorPeter Hewer Tel: +44 (0)20 7353 4200 Dresdner Kleinwort Limited, which is regulated and authorised in the United Kingdom by the Financial Services Authority, is acting exclusively for Euromoney in connection with the Offer and no-one else and will not be responsible to anyone other than Euromoney for providing the protections afforded to clients of Dresdner Kleinwort Limited or for providing advice in relation to the Offer. This announcement does not constitute an offer to sell or an invitation to purchase any securities, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. Any acceptance or other response to the Offer Document should be made only on the basis of the informationcontained in the Offer Document. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ERM.LDMGT.L