22nd Sep 2006 07:00
Euromoney Institutional Investor PLC21 September 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 22 September 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, for Metal Bulletin Public Limited Company ("Metal Bulletin") Offer update and extension On 4 August 2006, Euromoney announced the terms of a recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Metal Bulletin ("the Offer"). The Offer Document setting out the full terms of the Offer was posted to Metal Bulletin Shareholders on 31 August 2006. Terms definedin the Offer Document have the same meaning in this announcement. Level of acceptances and ownership The Board of Euromoney announces that as at 1.00 p.m. on 21 September 2006,being the first closing date of the Offer, Euromoney had received valid acceptances of the Offer in respect of a total of 40,344,916 Metal Bulletin Shares, representing approximately 72.92 per cent. of the existing issued ordinary share capital of Metal Bulletin. As disclosed in the Offer Document and the announcements on 4 and 7 August 2006,Euromoney is also the beneficial owner of 4,931,595 Metal Bulletin Shares, representing approximately 8.91 per cent. of the existing issued ordinary sharecapital of Metal Bulletin. Accordingly, Euromoney is the beneficial owner or has received valid acceptances in respect of 45,276,511 Metal Bulletin Shares, representing approximately 81.84per cent. of the existing issued ordinary share capital of Metal Bulletin. 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 anydelivery obligation or right to require another person to purchase or take delivery of Metal Bulletin Shares and any borrowing or lending of Metal BulletinShares that have not been on-lent or sold. As set out in the Offer Document, the Euromoney Board 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 sharecapital of Metal Bulletin. Valid acceptances have been received in respect of 10,644,923 Metal Bulletin Shares, representing approximately 19.24 per cent. of the issued ordinary share capital of Metal Bulletin, that were subject to theseirrevocable undertakings and non-binding letters of intent. Acceptances in respect of 451,695 Metal Bulletin Shares representing 0.82 per cent. of the existing issued ordinary share capital of Metal Bulletin that were subject to irrevocable undertakings or non-binding letters of intent have not been identified from the total acceptances. There is an outstanding letter of intent from M&G Investment Management Limited in respect of 3,240,631 Metal Bulletin Shares, representing 5.86 per cent. of the existing issued ordinary share capital of Metal Bulletin. In addition, as per their disclosure on 19 September 2006, AEGON Asset Management UK has sold all 2,813,850 Metal Bulletin Shares representing approximately 5.09 per cent. of the existing issued ordinary sharecapital of Metal Bulletin which were previously subject to a non-binding letterof intent. Extension of the Offer The Euromoney Board announces that the Offer, which remains subject to theterms and conditions set out in the Offer Document (including acceptances beingreceived in respect of not less than 90 per cent., or such lower percentage, carrying in aggregate more than 50 per cent. of the voting rights in Metal Bulletin, as Euromoney may decide, in nominal value of the Metal Bulletin Sharesto which the Offer relates) has been extended and will remain open for acceptance until 1.00 p.m. on the next closing date, which will be on 5October 2006. The loan note and partial share alternative have also been extended and will remain open for acceptance until 1.00 p.m. on the next closing date, which will be on 5 October 2006. 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, and in any event so as to be received by Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,Kent BR3 4TU by no later than 1.00p.m. (London Time) on 5 October 2006. 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 theprocedure set out in paragraph 15(b)of the letter from Euromoney contained in Part II of the Offer Document so that their electronic acceptance settles through CREST no later than 1.00 p.m. (London Time) on 5 October 2006. 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 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 Euromoneyin 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 ofDresdner 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 contraventionof applicable law. Any acceptance or other response to the Offer Document should be made only on the basis of the information contained in the Offer Document. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ERM.LDMGT.L