25th Jun 2007 15:21
Informa PLC25 June 2007 Not for release, publication or distribution in whole or in part, directly orindirectly, in or into or from the United States, Canada, Australia or Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction For immediate release 25 June 2007 Recommended offer for Datamonitor plc by Informa Acquisitions Limited, a memberof the Informa Group Level of Acceptances On 14 May 2007, Informa announced the terms of a recommended cash offer to bemade by Informa Acquisitions for Datamonitor at a price of 650 pence per Datamonitor Share. The document setting out the full terms of the Offer (the"Offer Document") was posted to Datamonitor Shareholders on 14 May 2007. The Board of Informa Acquisitions announces that as at 1.00 p.m. on 25 June2007, being the second closing date of the Offer, valid acceptances of the Offerhad been received in respect of a total of 15,974,664 Datamonitor Shares representing 22.1 per cent. of the existing issued share capital of Datamonitor.None of these acceptances were received from persons acting in concert withInforma Acquisitions or Informa. This total includes valid acceptances of the Offer received in respect of atotal of 9,687,944 Datamonitor Ordinary Shares, representing approximately 13.4per cent of the issued share capital of Datamonitor for which irrevocable undertakings to accept the Offer had been received. No Increase Statement and Extension of Offer Informa announces that the Offer remains at 650 pence per Datamonitor Share andwill not be increased except that Informa Acquisitions reserves the right(without any obligation to do so) to increase the Offer only in circumstances where a third party announces a competing offer for, scheme of arrangement, orother combination with, Datamonitor. Informa further announces that the Offer, which remains subject to the terms andconditions set out in the Offer Document, has been extended and will remain openfor acceptance until 1.00 p.m. on 13 July 2007. Under the rules of the TakeoverCode, if the Offer is not, or has not been declared, unconditional as toacceptances by that date, the Offer will lapse. Shareholders are reminded that the Offer is subject, amongst other things, toInforma Acquisitions obtaining acceptances of the Offer in respect of a minimumof 90 per cent. of the Datamonitor Shares to which the Offer relates, or suchlower percentage as Informa Acquisitions may decide, provided that it hasreceived acceptances in respect of, or acquired more than, 50 per cent. of thevoting rights exercisable at general meetings of Datamonitor. No Other Offers or Approaches The Board of Datamonitor announces that it has not received any proposal orapproach from a third party and has not had any requests for information underRule 20.1 of the City Code. Recommendation In the opinion of the Datamonitor Directors, the Offer represents a certain,fair and reasonable value today giving Datamonitor Shareholders an opportunityto realise their return following a period of strong performance by Datamonitor. The Datamonitor Directors, who have been so advised by LongAcre Partners,financial adviser to Datamonitor, consider the terms of the Offer to be fair andreasonable. In providing such advice, LongAcre Partners have taken into account the commercial assessments of the Datamonitor Directors. Accordingly, theDatamonitor Directors unanimously recommend that Datamonitor Shareholders acceptthe Offer, as all of the Datamonitor Directors have done in respect of their entire beneficial holdings of Datamonitor Shares, which in total amount to9,687,994 Datamonitor Shares, representing, in aggregate, approximately 13.4per cent. of the existing issued share capital of Datamonitor. General Save as set out in this announcement, neither Informa, nor Informa Acquisitionsnor any person acting in concert with Informa or Informa Acquisitions, has aninterest in or right to subscribe for relevant securities of Datamonitor or has any short position in relation to relevant securities of Datamonitor (whetherconditional or absolute and whether in money or otherwise) including any shortposition under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevantsecurities of Datamonitor. Save for the irrevocable undertakings described in the Offer Document, neitherInforma, nor Informa Acquisitions nor any person acting in concert with Informaor Informa Acquisitions has borrowed or lent any relevant securities nor has any arrangement in relation to relevant securities been made. For thesepurposes, "arrangement" includes any indemnity or option arrangement, anyagreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain fromdealing in such securities. Datamonitor Shareholders who wish to accept the Offer, but have not yet done so,are strongly encouraged (in the case of Datamonitor Shares which are not held inCREST) to complete and return a Form of Acceptance or (in the case of Datamonitor Shares held in uncertificated form (that is, held in CREST)) to takethe action set out in paragraph 14 of the letter from Informa in Part II of theOffer Document, in each case as soon as possible and, in any event, by not later than 1.00 p.m. on 13 July 2007. All times referred to in this announcement are London times. Terms defined in the Offer Document have the same meanings in this announcement.The terms "acting in concert" and "relevant securities" have the same meaningsas in the City Code. Enquiries Informa Tel: +44 20 7017 5000Peter RigbyDavid GilbertsonAnthony FoyeSusanna Kempe Greenhill (financial adviser to Informa) Tel: +44 20 7198 7400Simon BorrowsPeter Bell Merrill Lynch (joint broker to Informa) Tel: +44 20 7628 1000Mark AstaireAndrew Osborne ABN Amro Hoare Govett (joint broker to Informa) Tel: +44 20 7678 8000Sara HaleCaroline Harris Maitland (PR adviser to Informa) Tel: +44 20 7379 5151William ClutterbuckEmma Burdett Datamonitor Tel: +44 20 7675 7260Bernard Cragg, ChairmanMichael Danson, Chief Executive Officer LongAcre Partners (financial adviser to Datamonitor) Tel: +44 20 7759 4600Eric Lawson-SmithZeph Sequeira Numis (broker to Datamonitor) Tel: +44 20 7260 1000David PoutneyChris Wilkinson Hudson Sandler (PR adviser to Datamonitor) Tel: +44 20 7796 4133Nick LyonJames White This announcement is not intended to and does not constitute, or form any partof, any offer to sell or any solicitation of any offer to purchase or subscribefor any securities or the solicitation of any vote or approval in anyjurisdiction. Any acceptance or other response to the Offer should be made onlyon the basis of the information contained or referred to in the Offer Documentand (in the case of Datamonitor Shares held in certificated form) the Form ofAcceptance. The laws of relevant jurisdictions may affect the availability ofthe Offer to persons not resident in the United Kingdom. The Offer Document isavailable for public inspection and has also been posted on Informa's website. Greenhill, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Informa and InformaAcquisitions and no-one else in connection with the Acquisition and will not beresponsible to anyone other than Informa and Informa Acquisitions for providingthe protections afforded to clients of Greenhill nor for providing advice inrelation to the Acquisition or any other matters referred to in thisannouncement. LongAcre Partners, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Datamonitor and noone else in connection with the Offer and will not be responsible to anyoneother than Datamonitor for providing the protections afforded to clients ofLongAcre Partners nor for providing advice in relation to the Offer. This announcement has been prepared for the purpose of complying with Englishlaw and the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside the UK. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdiction in which theyare located. In particular, the Offer will not be made directly or indirectlyinto the United States, Canada, Australia or Japan. Persons who are not residentin the United Kingdom should inform themselves about, and observe, anyapplicable legal or regulatory requirements. Unless otherwise determined by Informa Acquisitions and permitted by applicablelaw and regulation, the Offer is not being, and will not be, made, directly orindirectly, in or into or by the use of the mails of, or by any other means(including, without limitation, electronic mail, facsimile transmission, telex,telephone, internet or other forms of electronic communication) of interstate orforeign commerce of, or any facility of a national securities exchange of anyjurisdiction where to do so would violate the laws of that jurisdiction and willnot be capable of acceptance by any such use, means or facility or from withinany such jurisdiction. Accordingly, unless otherwise determined by InformaAcquisitions, copies of this announcement are not being, and must not be,directly or indirectly, mailed, transmitted or otherwise forwarded, distributedor sent in, into or from any such jurisdiction and persons receiving thisannouncement (including, without limitation, custodians, nominees and trustees)must not mail or otherwise distribute or send it in, into or from suchjurisdiction, as doing so may invalidate any purported acceptance of the Offer.Any person (including, without limitation, any custodian, nominee and trustee)who would, or otherwise intends to, or who may have a contractual or legalobligation to, forward this announcement and/or any other related document toany jurisdiction outside the United Kingdom should inform themselves of, andobserve, any applicable legal or regulatory requirements of their jurisdiction. The Loan Notes that may be issued pursuant to the Offer are not, and will notbe, registered under the United States Securities Act of 1933, as amended, orunder the relevant securities laws of any state, district or other jurisdictionof the United States. Accordingly, Loan Notes may not be offered, sole, resoldor delivered, directly or indirectly, in, into or from the United States (or toany residents thereof) if to do so would constitute a violation of the relevantlaws of such jurisdiction. In addition, the relevant clearances andregistrations have not been, and will not be, sought to enable the Loan Notes tobe offered in compliance with the applicable securities laws of Canada,Australia or Japan (or any province or territory thereof, if applicable) or anyother jurisdiction if to do so would constitute a violation of the relevant lawsof such jurisdiction. Accordingly, Loan Notes may not be offered, sold, resoldor delivered, directly or indirectly, in, into or from Canada, Australia orJapan (or to any residents thereof) or any other jurisdiction (or to residentsin that jurisdiction) if to do so would constitute a violation of the relevantlaws of such jurisdiction. Further details in relation to Overseas Shareholders are contained in the OfferDocument. In accordance with normal UK market practice, Informa Acquisitions or any personacting on its behalf may from time to time make certain market or privatepurchases of, or arrangements to purchase, directly or indirectly, DatamonitorShares other than pursuant to the Offer. Any information about such purchaseswill be publicly announced as required by law or regulation in the UK. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Informa