14th Mar 2005 07:00
Future PLC14 March 2005 14 March 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") Posting of Offer Document, Listing Particulars and Circular Future announces that the Offer Document in relation to the recommended shareoffer (with a Partial Cash Alternative) made by Morgan Stanley, on behalf ofFuture (or by Future in the United States), to acquire the whole of the issuedand to be issued ordinary share capital of Highbury was posted to HighburyShareholders on Friday 11 March 2005, together with the Listing Particulars, theForm of Acceptance and Future's Annual Report for the financial period ended 30September 2004. Forms of Acceptance should be completed, signed and returned in accordance withthe instructions set out in the Offer Document and on the Form of Acceptance, soas to be received as soon as possible and, in any event, by no later than 3.00p.m. (London time) on Friday 1 April 2005. The Listing Particulars and Circular, which includes a notice convening Future'sExtraordinary General Meeting to be held at 11.00 a.m. on Thursday 31 March 2005to approve the Acquisition, were also posted to Future Shareholders on Friday 11March 2005.. Copies of the Listing Particulars and Circular have been submitted to the UKListing Authority, and will shortly be available for inspection at the UKListing Authority's Document Viewing Facility, which is situated 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 theannouncement of the Offer dated 14 February 2005. -Ends- General 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 David Bezem, DirectorDirector Tel: 020 7655 3100Tom Hill, Vice President Tel: 020 7425 5000 UBS Investment Bank Panmure Gordon, a division of Lazard(Broker to Future) & Co.,LimitedAdrian Haxby, Managing Director (Broker to Highbury)Jonathan Evans, Director Marianne Woods, DirectorTel: 020 7568 1000 Tel: 020 7187 2000 Hogarth Partnership College Hill(Financial PR advisers to (Financial PR advisers to Highbury)Future) Adrian DuffieldJames Longfield Tom BaldockGeorgina Briscoe Tel: 020 7457 2020Tel: 020 7357 9477 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. UBS Investment Bank is acting for Future and no-one else in connection with theOffer, and will not be responsible to anyone other than Future for providing theprotections afforded to its clients nor for providing advice in relation to theOffer. 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. Panmure Gordon, a division of Lazard & Co., Limited is acting for Highbury andno-one else in connection with the Offer, and will not be responsible to anyoneother than Highbury for providing the protections afforded to its clients norfor providing advice in relation to the 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, neither the Offer Document nor theaccompanying Form of Acceptance nor the Listing Particulars nor the accompanyingdocuments nor any related document are being, and no such document may be,directly or indirectly, mailed or otherwise forwarded, distributed or sent, inwhole or in part, in, into or from Australia, Canada or Japan and personsreceiving such documents (including custodians, nominees and trustees) must notmail or otherwise forward, distribute or send them 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Future