13th Jul 2007 15:25
Informa PLC13 July 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 13 July 2007 Recommended offer for Datamonitor declared unconditional in all respects Offer declared unconditional in all respects 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 perDatamonitor Share. The Offer Document containing details of the offer was postedto Datamonitor Shareholders the same day. The Board of Informa announces that as at 1.00pm on 13 July 2007 validacceptances of the Offer had been received in respect of a total of 54,865,761Datamonitor Shares representing 76.05 per cent. of the existing issued sharecapital of Datamonitor. The Offer was conditional on Informa Acquisitions receiving valid acceptances inrespect of not less than 90 per cent. (or such lower percentage as InformaAcquisitions may decide) of Datamonitor Shares to which the Offer relates,subject to Informa Acquisitions acquiring or agreeing to acquire (whetherpursuant to the Offer or otherwise) more than 50 per cent. of DatamonitorShares. Informa Acquisitions announces that it has elected to waive therequirement to receive acceptances of not less than 90 per cent. and that,having acquired or agreed to acquire 76.05 per cent. of Datamonitor Shares, theOffer is declared unconditional as to acceptances. In addition, following receipt of approval of the Offer by the German FederalCartel Office, Informa announces that (all other conditions to the Offer havingbeen satisfied or waived) the Offer is now unconditional in all respects. David Gilbertson, Chief Executive, said: "Datamonitor is a model example of a company that slots neatly into Informa. We are delighted that the vast majority of Datamonitor shareholders haveaccepted the offer. Both companies provide customers with data and analysis thatis essential and unique - information they cannot do without. As part of theInforma group we believe Datamonitor will be able to market to our 20million-strong contact database, take part in our 10,000+ events each year anduse our global sales infrastructure across 43 countries. Combining thebusinesses will enhance growth prospects and margins. " None of the acceptances referred to above were received from persons acting inconcert with Informa Acquisitions or Informa. The total acceptances includesvalid acceptances of the Offer received in respect of a total of 12,021,327Datamonitor Ordinary Shares, representing approximately 16.7 per cent. of theissued share capital of Datamonitor for which irrevocable undertakings to acceptthe Offer had been received. Closing date of the Offer On 25 June 2007, the Board of Informa Acquisitions announced that the Offer hadbeen extended to remain open for acceptance until 1.00 p.m. on 13 July 2007.Following the Offer being declared unconditional in all respects by the Board ofInforma Acquisitions, the Offer will remain open until further notice. Settlement of consideration Settlement of cash consideration due under the Offer will be despatched (or, inrespect of Datamonitor Shares held in uncertificated form, credited throughCREST) on or before 27 July in respect of Datamonitor Shares for whichacceptances of the Offer, valid in all respects, have already been received or,in respect of Datamonitor Shares held in uncertificated form, for whichElectronic Acceptances have already been validly made. Settlement of cashconsideration in respect of valid acceptances received or made after 13 July2007 will be despatched (or, in respect of Datamonitor Shares held inuncertificated form, credited through CREST) within 14 days of such acceptancesbeing received. As regards any valid acceptances of the Offer that contain anelection for the Loan Note Alternative, definitive certificates in respect ofthat election will be despatched within 14 days of such acceptance beingreceived. De-listing and compulsory acquisition of Datamonitor Shares If Informa Acquisitions receives acceptances under the Offer in respect of, orotherwise acquires, 90 per cent. or more of Datamonitor Shares to which theOffer relates, Informa Acquisitions intends to exercise its rights pursuant tothe provisions of sections 979 to 982 (inclusive) of the Companies Act 2006 toacquire compulsorily the remaining Datamonitor Shares, in respect of which theOffer has not been accepted, in each case on the same terms as the Offer. Following the Offer being declared unconditional in all respects InformaAcquisitions will now procure that Datamonitor makes applications to cancel thelisting of Datamonitor Shares from the UKLA's Official List and to canceladmission to trading in Datamonitor Shares on the London Stock Exchange's marketfor listed securities. Delisting will significantly reduce the liquidity andmarketability of any Datamonitor Shares not acquired under the Offer at thattime. It is anticipated that the cancellation of listing on the Official List and ofadmission to trading on the London Stock Exchange will take effect on 10 August2007. It is currently intended that, following the cancellation of the listing of theDatamonitor Shares on the Official List and the cancellation of admission totrading of Datamonitor Shares on the London Stock Exchange's market for listedsecurities, Datamonitor may be re-registered as a private company under therelevant provisions of the Companies Act 1985. Further acceptances 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 ofDatamonitor 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. 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 hasany 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 orright 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 anyarrangement in relation to relevant securities been made. For these purposes,"arrangement" includes any indemnity or option arrangement, any agreement orunderstanding, formal or informal, of whatever nature, relating to relevantsecurities which is, or may be, an inducement to deal or refrain from dealing insuch securities. 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