9th Jun 2008 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
United Business Media plc Possible merger with Informa plc
The Board of United Business Media plc ("United Business Media") notes the announcement today by Informa plc ("Informa") and confirms that discussions, which are at an early stage, are taking place between United Business Media and Informa regarding the commercial merits of an all-share merger.
This announcement is made with the approval of Informa, however there can be no certainty that the proposed transaction will proceed.
Shareholders will be kept informed of developments and a further announcementwill be made in due course. - Ends - ContactsUnited Business Media Nigel Wilson +44 20 7921 5019 Andrew Crow +44 20 7921 5940 Peter Bancroft +44 20 7921 5961 Merrill Lynch International Richard Taylor +44 20 7995 2052 Simon Fraser +44 20 7996 2606 Citigate Dewe Rogerson Chris Barrie +44 20 7282 2943
Merrill Lynch International is acting exclusively for United Business Media in connection with the proposed transaction and no one else and will not be responsible to anyone other than United Business Media for providing the protections afforded to clients of Merrill Lynch International or for providing advice in relation to the proposal or any other transaction, arrangement or matter referred to in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Informa or United Business Media, all "dealings" in any "relevant securities" of that company (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 relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances (or, if implemented by a scheme of arrangement, such scheme becomes effective), lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Informa or United Business Media, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Informa or United Business Media by Informa or United Business Media, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk .
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
vendorRelated Shares:
InformaUBM