31st Aug 2006 15:52
Euromoney Institutional InvestorPLC31 August 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 31 August 2006 Recommended Final* Cash Offer for Metal Bulletin Public Limited Companyby Euromoney Institutional Investor PLC on behalf of its wholly owned subsidiary Euromoney Institutional Investor (Ventures) Limited Posting of Offer Document Further to the announcement on 4 August 2006 of the terms of a recommended final* cash offer for Metal Bulletin Public Limited Compay ("Metal Bulletin") byEuromoney Institutional Investor (Ventures) Limited ("Euromoney Ventures"), asubsidiary of Euromoney Institutional Investor PLC ("Euromoney" or the"Company"), the Board of Euromoney announces that the Offer Document, containinga letter of recommendation from the Chairman of Metal Bulletin and the fullterms and conditions of the Offer together with a Form of Acceptance, is beingposted to Metal Bulletin Shareholders today. In addition, a prospectus whichhas been prepared in connection with the possible issue of up to 14,000,000 newordinary shares in Euromoney to Metal Bulletin Shareholders as considerationunder the terms of the Offer is also being posted to Metal Bulletin Shareholderstoday. If you hold your Metal Bulletin Shares, or any of them, in certificated form(that is, not in CREST), to accept the Offer in respect of those Metal BulletinShares (and, if relevant, to elect for either the Partial Share Alternative orthe Loan Note Alternative) you should complete, sign and return the Form ofAcceptance which has been posted to you with the Offer Document (together withyour share certificates and any other documents of title) as soon as possibleand, in any event, so as to be received by Capita Registrars not later than 1.00p.m. on 21 September 2006. If you hold your Metal Bulletin Shares, or any of them, in uncertificated form(that is, in CREST), to accept the Offer in respect of those Metal BulletinShares (and, if relevant, to elect for either the Partial Share Alternative orthe Loan Note Alternative) you should follow the procedure for electronicacceptance through CREST so that the TTE instruction as soon as possible and, inany event, not later than 1.00 p.m. on 21 September 2006. If you hold yourMetal Bulletin Shares, or any of them, as a CREST sponsored member, you shouldcontact your CREST sponsor as only your CREST sponsor will be able to send TTEinstructions to CRESTCo. Posting of Shareholder Circular Euromoney will today also be posting to its shareholders a Class 1 Circular (the"Circular") setting out details of the acquisition and containing a noticeconvening an extraordinary general meeting of shareholders (the "EGM") toapprove the acquisition of Metal Bulletin and the resolutions necessary inconnection with the issue of the New Euromoney Shares. Euromoney Shareholderswill also receive a copy of the Prospectus and Offer Document. The EGM will beheld at the offices of Nabarro Nathanson, Lacon House, 84 Theobald's Road,London WC1X 8RW at 9.30 a.m. on 20 September 2006. Copies of the Circular and Prospectus have been submitted to the UK ListingAuthority for publication through the document viewing facility which issituated at The Financial Services Authority, 25 North Colonnade, Canary Wharf,London E14 5HS. Availability of Documents Copies of the Circular, Prospectus and Offer Document are also available forcollection by Euromoney Shareholders from the offices of Euromoney InstitutionalInvestor PLC, Nestor House, Playhouse Yard, London, EC4V 5EX during normalbusiness hours on any weekday (Saturdays and public holidays excepted). Copies of the Prospectus and Offer Document are also available for collection byMetal Bulletin Shareholders from the offices of Euromoney Institutional InvestorPLC, Nestor House, Playhouse Yard, London, EC4V 5EX during normal business hourson any weekday (Saturdays and public holidays excepted). Disclosure under rule 8.4 Further to the announcement on 4 August, each of the directors of Metal Bulletinhave entered into undertakings to accept the Offer in respect of the followingshares they hold: Name of director Number of SharesBrian Moritz 18,500Leslie-Ann Reed 11,195Robin Field 10,000Anthony Selvey 20,000Thomas Hempenstall 413,815 The above holdings total 473,510 shares in the share capital of Metal Bulletin,representing approximately 0.9 per cent. of the existing issued ordinary sharecapital of Metal Bulletin. These undertakings will cease to be binding only ifthe Offer lapses or is withdrawn, and remain binding in the event that a highercompeting offer for Metal Bulletin is made. * Note: Euromoney reserves the right to increase its Offer in the event that acompetitive situation arises as described in Note 3 to Rule 32.2 of the TakeoverCode. Enquiries: Euromoney Padraic Fallon (Chairman)Richard Ensor (Managing Director)Colin Jones (Finance Director)Christopher Fordham (Executive Director) Tel: +44 (0)20 7779 8888 Dresdner Kleinwort (financial adviser and broker to Euromoney) Chris TrenemanClaude HerskovitsSean Watherston Tel: +44 (0)20 7623 8000 Tulchan Communications (PR adviser to Euromoney) Andrew HonnorPeter Hewer Tel: +44 (0)20 7353 4200 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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