4th Apr 2005 07:01
Future PLC04 April 2005 4 April 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA OR JAPAN Recommended Offer (the "Offer") by Morgan Stanley & Co. Limited ("Morgan Stanley") on behalf of Future plc ("Future") (or by Future in the United States) for Highbury House Communications plc ("Highbury") Offer Update - Level of Acceptances and Extension of the Offer On 14 February 2005, the boards of Future and Highbury announced that they hadreached agreement on the terms of a recommended share offer (with a Partial CashAlternative) to be made by Morgan Stanley, on behalf of Future (or by Future inthe United States), to acquire the whole of the issued and to be issued ordinaryshare capital of Highbury. The Offer Document and related documentation wassubsequently posted to Highbury Shareholders on 11 March 2005. As at 3.00 p.m. (London time) on 1 April 2005, being the First Closing Date ofthe Offer, valid acceptances of the Offer had been received in respect of169,913,217 Highbury Shares. This represents approximately 53.7 per cent. of theexisting issued ordinary share capital of Highbury. Future announced on 14 February 2005 that it had received irrevocableundertakings (from the Highbury Directors and certain of their connectedpersons) to accept the Offer by the First Closing Date in respect of a total of4,636,734 Highbury Shares representing approximately 1.5 per cent. of Highbury'sissued share capital. As at 3:00 p.m. (London time) on 1 April 2005, validacceptances of the Offer had been received in respect of 2,464,819 HighburyShares subject to these undertakings, representing approximately 0.8 per cent.of Highbury's issued share capital. Future announces that the Offer and the Partial Cash Alternative, each as setout in the Offer Document dated 11 March 2005, have been extended and will eachremain open for acceptance until 3.00 p.m. (London time) on 15 April 2005. The Highbury Directors, who have been so advised by Close Brothers, continue tounanimously recommend the Offer. Highbury Shareholders who wish to accept the Offer, and who have not yet doneso, should act in accordance with the instructions set out in the Offer Documentand the Form of Acceptance, as soon as possible and, in any event, so that theirForms of Acceptance are received by post by Lloyds TSB Registrars, The Causeway,Worthing, West Sussex BN99 6DA or by hand only (during normal business hours) byLloyds TSB Registrars, 3rd Floor, Princess House, 1 Suffolk Lane, London EC4R0AX by no later than 3:00 p.m. (London time) on 15 April 2005. Except as stated above or in the Offer Document, neither Future nor any personacting, or deemed to be acting, in concert with Future held any Highbury Shares(or rights over Highbury Shares) immediately prior to the Offer period andneither Future nor any person acting, or deemed to be acting, in concert withFuture has acquired or agreed to acquire any Highbury Shares (or rights overHighbury Shares) since the commencement of the Offer period. It was announced on 31 March 2005 that Future Shareholders had approved theAcquisition at Future's EGM. Copies of the resolution passed at Future's EGMwere submitted to the UK Listing Authority on 1 April 2005, and are availablefor inspection at the UK Listing Authority's Document Viewing Facility, which issituated at: Document Viewing Facility, 25 The North Colonnade, Canary Wharf,London E14 5HS. Terms used in this announcement shall have the meanings given to them in theOffer Document dated 11 March 2005. Enquiries: Future plc Highbury House Communications plcGreg Ingham, Chief Executive Mark Simpson, Chief Executive OfficerJohn Bowman, Finance Director Owen Davies, Finance DirectorTel: 01225 442 244 Tel: 020 7608 6600 Morgan Stanley & Co. Limited Close Brothers(Financial adviser to Future) (Financial adviser to Highbury)John Krumins, Managing Director David Bezem, DirectorTom Hill, Vice President Darren Redmayne, Assistant DirectorTel: 020 7425 5000 Tel: 020 7655 3100 Hogarth Partnership College Hill(Financial PR advisers to Future) (Financial PR advisers to Highbury)James Longfield Adrian DuffieldGeorgina Briscoe Tom BaldockTel: 020 7357 9477 Tel: 020 7457 2020 The Future Directors accept responsibility for the information contained in thisannouncement and, to the best of their knowledge and belief (having taken allreasonable care to ensure that such is the case), the information contained inthis announcement is in accordance with the facts and does not omit anythinglikely to affect the import of such information. This announcement does not constitute an offer to sell or the solicitation of anoffer to subscribe for or buy any security, nor is it a solicitation of any voteor approval in any jurisdiction, nor will there be any sale, issuance ortransfer of the securities referred to in this announcement in any jurisdictionin contravention of applicable law. Morgan Stanley & Co. Limited is acting for Future and no-one else in connectionwith the Offer, and will not be responsible to anyone other than Future forproviding the protections afforded to its clients nor for providing advice inrelation to the Offer. Close Brothers Corporate Finance, which is regulated by the Financial ServicesAuthority, is acting for Highbury and no-one else in connection with the Offerand will not be responsible to anyone other than Highbury for providing theprotections afforded to its customers nor for providing advice in relation tothe Offer. Unless otherwise determined by Future and except to the extent permitted byapplicable laws, the Offer is not being made, directly or indirectly, in or intoAustralia, Canada or Japan and the Offer is not capable of acceptance from orwithin these jurisdictions. Accordingly, copies of this announcement are notbeing, and must not be, mailed or otherwise forwarded, distributed or sent, inwhole or in part, in, into or from Australia, Canada or Japan and personsreceiving such announcement (including custodians, nominees and trustees) mustnot mail or otherwise forward, distribute or send it in, into or from Australia,Canada or Japan, if to do so would violate applicable laws in such jurisdiction. The ability of Highbury Shareholders who are not resident in the United Kingdomor the United States to accept the Offer may be affected by the laws of therelevant jurisdictions in which they are located. Such persons should informthemselves of, and observe, any applicable requirements. The New Future Shares have not been, and will not be, registered under the USSecurities Act or under the securities laws of any state of the United States;have not been, and will not be, qualified for sale or resale under thesecurities laws of any province or territory of Canada; and no prospectus inrelation to them has been, or will be, lodged with, or registered by, theAustralian Securities and Investments Commission or the Japanese Ministry ofFinance. Accordingly, the New Future Shares are not being and will not beoffered, sold, resold or delivered, directly or indirectly, in or intoAustralia, Canada or Japan or any other jurisdiction or to or for the account orbenefit of any residents of Australia, Canada or Japan if to do so wouldconstitute a violation of the laws of, or require registration thereof in, therelevant jurisdiction. OFFER IN THE UNITED STATES The Offer in the United States is being made solely by Future and neither MorganStanley nor any of its affiliates or related entities is making the Offer in theUnited States. Notice to New Hampshire Residents: Neither the fact that a registrationstatement or an application for a license has been filed under this chapter withthe State of New Hampshire nor the fact that a security is effectivelyregistered or a person is licensed in the State of New Hampshire constitutes afinding by the New Hampshire Secretary of State that any document filed underChapter 421-B of the New Hampshire Revised Statutes Annotated is true, completeand not misleading. Neither any such fact nor the fact that an exemption orexception is available for a security or a transaction means that the Secretaryof State of New Hampshire has passed in any way upon the merits orqualifications of, or recommended or given approval to, any person, security, ortransaction. It is unlawful to make, or cause to be made, to any prospectivepurchaser, customer, or client any representation inconsistent with theprovisions of this paragraph. Future is not aware of any jurisdiction in which the making of the Offer isprohibited by any administrative or judicial action pursuant to any validstatute of any state of the United States. If Future becomes aware of any validUS state statute prohibiting the making of the Offer, it will make a good faitheffort to comply with such US state statute or seek to have such statutedeclared inapplicable to the Offer. If, after such good faith effort, Futurecannot comply with any such state statute, the Offer will not be made to (andtenders will not be accepted from or on behalf of) holders in such state. The Offer is being made for securities of a United Kingdom company and UnitedStates investors should be aware that this announcement, the Announcement, theOffer Document, the Listing Particulars and any other disclosure documentsrelating to the Offer have been or will be prepared in accordance with the CityCode (as applicable), the Listing Rules (as applicable) and United Kingdomdisclosure requirements, format and style, all of which differ from those in theUnited States. Future's and Highbury's financial statements, and all financialinformation that was included in the Announcement or in the Offer Document orthe Listing Particulars or may be included in this announcement or any otherdisclosure documents relating to the Offer, have been or will be prepared inaccordance with United Kingdom generally accepted accounting principles and thusmay not be comparable to financial statements of United States companies. Future is incorporated under the laws of England and Wales. All of the FutureDirectors are residents of countries other than the United States. As a result,it may not be possible for United States shareholders of Future to effectservice of process within the United States upon Future or such Future Directorsor to enforce against any of them judgements of the United States predicatedupon the civil liability provisions of the federal securities laws of the UnitedStates. It may not be possible to sue Future or its officers or directors in anon-US court for violations of the US securities laws. In accordance with normal UK market practice, Future or its nominees or brokers(acting as agents) may from time to time during the period in which the Offerremains open for acceptance make certain purchases of, or arrangements topurchase, Highbury Shares otherwise than under the Offer, such as in open marketor privately negotiated purchases. Such purchases, or arrangements to purchase,will comply with all applicable UK rules, including the City Code, the ListingRules and the rules of the London Stock Exchange. Any person who, alone or acting together with any other person(s) pursuant to anagreement or any understanding (whether formal or informal) to acquire orcontrol securities of Highbury, owns or controls, or becomes the owner orcontroller, directly or indirectly, of one per cent or more of the issuedHighbury Shares is generally required under the provisions of Rule 8 of the CityCode to notify a Regulatory Information Service and the Panel of every dealingin such securities during the Offer period. Please consult your financialadviser immediately if you believe this Rule may be applicable to you. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Future