Recommended Acquisition

14th May 2007 07:02

Informa PLC14 May 2007 Not for release, publication or distribution in whole or in part, directly or indirectly, 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 14 May 2007 Recommended acquisition of Datamonitor plc ("Datamonitor") by Informa Acquisitions Limited ("Informa Acquisitions"), a member of the Informa Group Summary • The Boards of Informa and Datamonitor are pleased to announce that they have reached agreement on the terms of a recommended offer for Datamonitor by Informa Acquisitions at a price of 650 pence per Datamonitor Share in cash, valuing the fully diluted(1) ordinary share capital of Datamonitor at approximately £502m. (1) Refer to Bases and Sources in Appendix 2 for definition of "fully diluted" • Datamonitor is a leading global provider of market intelligence through on-line data, analysis and forecasting platforms. Through its research-based proprietary databases and wealth of expertise, Datamonitor provides clients with objective, high quality data, analysis and in-depth forecasts for six industry sectors: Automotive, Consumer (including Retail), Energy, Financial Services, Healthcare and Technology/Telecoms. This electronic, high value content helps its clients make better, more timely decisions. • Datamonitor represents an attractive opportunity consistent with Informa's strategy of providing high value, specialist content through a variety of delivery formats to identified communities of business interest, globally. • Highly complementary business models • Scalable technology platforms • Significant cross-over revenue opportunities with Informa through sales, marketing and product development synergies • Further resilience and visibility in Informa's revenue mix across each of its three divisions, through Datamonitor's high renewing subscription models • Enhanced growth prospects and margins for Informa • Expected annualised cost savings of £3m • As a result of revenue and cost synergies, the Informa Directors expect that the effect of the Acquisition on Informa's adjusted earnings per share will be neutral in 2007 and will be enhancing in the first full year(2) and expect that the post-tax return on invested capital will exceed Informa's cost of capital in the second full year. (2) This statement should not be interpreted to mean that the future earnings per share of Informa will necessarily be greater than those for the relevant preceding financial period • The price of 650 pence for each Datamonitor Share represents: • a premium of approximately 35.7 per cent. to the average Closing Price of 479.2 pence per Datamonitor Share for the 12 months prior to 11 May 2007, being the last business day prior to this announcement; • a premium of approximately 2.2 per cent. to the Closing Price of 636.0 pence per Datamonitor Share on 11 May 2007, being the last business day prior to this announcement; • an enterprise value which is a multiple of approximately 7.3 times Datamonitor's revenue for the year ended 31 December 2006 of £70.4m; • an enterprise value which is a multiple of approximately 31.7 times Datamonitor's reported EBITDA for the year ended 31 December 2006 of £16.2m; and • an enterprise value which is a multiple of approximately 18.6 times the consensus of analysts' estimates of Datamonitor's EBITDA of £27.5m for the year ending 31 December 2007(3). (3) Refer to Bases and Sources in Appendix 2 for the definition of "consensus of analysts' estimates of Datamonitor's EBITDA" • The Board of Datamonitor, who have been so advised by LongAcre Partners, Datamonitor's financial adviser, consider the terms of the Offer to be fair and reasonable. In providing their advice, LongAcre Partners have taken into account the commercial assessments of the Board of Datamonitor. Accordingly, the Datamonitor Directors unanimously recommend that Datamonitor Shareholders accept the Offer as they intend to do in respect of their own entire beneficial holdings of Datamonitor Shares. • Informa Acquisitions has received irrevocable undertakings to accept (or procure acceptance of) the Offer from the Datamonitor Directors in respect of 9,687,994 Datamonitor Shares representing, in aggregate, 13.4 per cent. of Datamonitor's issued ordinary share capital. • Michael Danson, CEO of Datamonitor, has committed to purchase £5 million of Informa Shares in the 30 days following the Offer becoming or being declared wholly unconditional and to hold those shares until the announcement of the preliminary results for Informa for the year ending 31 December 2008. • A Loan Note Alternative will be made available. • Further information on the terms and conditions to which the Offer will be subject are set out in Appendix 1 and will be set out in the Offer Document, which Informa expects to post to Datamonitor Shareholders as soon as practicable although the Offer is not being made directly or indirectly in or into the United States, Canada, Australia or Japan. Commenting on the Acquisition, David Gilbertson, Managing Director of Informa,said: "Datamonitor is a model example of a company that slots neatly into the Informagroup. Both companies provide business customers with data and analysis that isessential and unique - information they cannot do without. "Datamonitor will enable us to extend our range of high value, specialistinformation products by adding greater depth of proprietary data in our coresectors, such as healthcare, financial services and telecoms; as well as take usfurther into the technology and energy sectors. As part of the Informa group webelieve Datamonitor will be able to market to our 20 million-strong contactdatabase, take part in our 10,000 events each year and use our global salesinfrastructure across 43 countries. Combining the businesses will enhance growthprospects and margins." Peter Rigby, Chief Executive of Informa, added: "The team at Datamonitor has built a terrific business information company thatnicely complements our publishing, events and performance improvementbusinesses. As part of Informa, we believe Datamonitor can accelerate growth andprovide data to a wider range of clients. Additionally, Datamonitor'ssubscription-based business is strongly cash generative, economically resilientand characterised by robust renewal rates." Commenting on the Acquisition, Bernard Cragg, Chairman of Datamonitor, said: "Informa and Datamonitor together make an excellent combination. This is anexcellent outcome for our shareholders. Like us, Informa has enjoyed thebenefits of a clear strategy executed well, with sustained investment in theproduct range. It is the right home for Datamonitor. Together the two businesseswill be stronger and have greater potential." Greenhill is acting as lead financial adviser to Informa and InformaAcquisitions in connection with the Acquisition. Merrill Lynch is acting asjoint broker and has provided certain financial advice to Informa. Hoare Govettis acting as joint broker. LongAcre Partners is acting as financial adviser to Datamonitor in connectionwith the Acquisition. Numis is acting as corporate broker to Datamonitor. There will be an analyst and shareholder conference call at 9:00am today. Pleasecontact Sian Stanley at Maitland for details.+44 20 7379 5151, [email protected] Informa trading update Trading during the first months of 2007 continues to be good. As reported in thepreliminary results for the year ended 31 December 2006, which were issued on 14March, all areas of the business started the year strongly and they continue totrade ahead of last year in constant currency terms. Informa has had somenotable highlights in events, with a highly successful annual energy event inGermany adding to the success of SuperReturn (private equity) and the ArabHealth event in Dubai which Informa reported in March. In publishing, highrenewal rates across Informa's subscription titles and databases have continued.The performance improvement (PI) sector continues to perform well, withcontinued success with its expansion plans, in particular with the Asianbusiness based in Singapore and growing operations in the Middle East. The Board of Informa remains confident that 2007 will be another successfulyear. The combination of organic and acquisitive growth is a solid base forfurther progress. Informa has a balanced configuration of businesses acrossmarkets, formats and geographical regions, providing enhanced growthcapabilities in an economic upturn and defensive qualities in a downturn. This summary should be read in conjunction with the full text of the attachedannouncement and the Appendices thereto. Appendix 1 sets out the conditions andcertain further terms of the Offer. Appendix 2 contains source notes relating tocertain information contained in this announcement. Certain terms used in thisannouncement are defined in Appendix 4 to the announcement. 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 Osbourne 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 Terms used in this summary but not defined herein shall have the meaning givento them in the full text of the announcement. The Offer Document and the Form of Acceptance will be posted to DatamonitorShareholders (other than those in a Restricted Jurisdiction) as soon aspracticable. The Datamonitor Directors accept responsibility for the information contained inthis announcement relating to Datamonitor, the Datamonitor Group, theDatamonitor Directors and the members of their immediate families, relatedtrusts and persons connected with them (save in each case for information onInforma's future plans for Datamonitor, the Datamonitor Group, and itsmanagement and employees). To the best of the knowledge and belief of theDatamonitor Directors (who have taken all reasonable care to ensure that such isthe case), the information contained in this document for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. The Informa Directors and the Informa Acquisitions Directors acceptresponsibility for the information contained in this announcement save for theinformation for which responsibility is taken by the Datamonitor Directors asreferred to above. To the best of the knowledge and belief of the InformaDirectors and the Informa Acquisitions Directors (who have taken all reasonablecare to ensure that such is the case), the information contained in thisannouncement for which they accept responsibility is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. 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 the Form of Acceptance. The laws of relevant jurisdictions may affect theavailability of the Offer to persons not resident in the United Kingdom. TheOffer Document will be available for public inspection and will also be postedon 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 will be contained in theOffer Document. 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. Forward-looking statements This announcement includes certain "forward looking statements". Thesestatements are based on the current expectations of the management ofDatamonitor, Informa and Informa Acquisitions (as applicable) and are naturallysubject to uncertainty and changes in circumstances. The forward lookingstatements contained herein may include statements about the expected effects onInforma, Informa Acquisitions or Datamonitor of the Offer, the expected timingand scope of the Offer, anticipated earnings enhancements, estimated costsavings and other synergies, costs to be incurred in achieving synergies, otherstrategic options and all other statements in this document other thanhistorical facts. Forward looking statements include, without limitation,statements typically containing words such as "intends", "expects","anticipates", "targets", "estimates" and words of similar import. By theirnature, forward looking statements involve risk and uncertainty because theyrelate to events and depend on circumstances that will occur in the future.There are a number of factors that could cause actual results and developmentsto differ materially from those expressed or implied by such forward lookingstatements. These factors include, but are not limited to, the satisfaction ofthe conditions to the Offer, and Informa Acquisitions' ability to successfullyintegrate the operations and employees of Datamonitor, as well as additionalfactors, such as changes in economic conditions, changes in the level of capitalinvestment, success of business and operating initiatives and restructuringobjectives, customers' strategies and stability, changes in the regulatoryenvironment, fluctuations in interest and exchange rates, the outcome oflitigation, government actions and natural phenomena such as floods, earthquakesand hurricanes. Other unknown or unpredictable factors could cause actualresults to differ materially from those in the forward looking statements.Neither Datamonitor nor Informa, nor Informa Acquisitions undertakes anyobligation to update publicly or revise forward looking statements, whether as aresult of new information, future events or otherwise, except to the extentlegally required. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Datamonitor, all "dealings" in any "relevant securities" ofDatamonitor, (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofDatamonitor, they will be deemed to be a single person for the purpose of Rule8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Datamonitor by Informa Acquisitions, Informa or Datamonitor, orby any of their respective "associates", must be disclosed by no later than12.00 noon (London time) on the London business day following the date of therelevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at http://www.thetakeoverpanel.org.uk "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. If you are in any doubt about the action you should take, you are recommended toseek your own personal financial advice immediately from your stockbroker, bankmanager, solicitor, accountant or independent financial adviser authorised underthe Financial Services and Markets Act 2000 if you are resident in the UnitedKingdom or, if not, from another appropriately authorised independent financialadviser. 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 14 May 2007 Recommended acquisition of Datamonitor plc ("Datamonitor") by Informa Acquisitions Limited ("Informa Acquisitions"), a member of the Informa Group 1. Introduction The Boards of Informa and Datamonitor are pleased to announce that they havereached agreement on the terms of a recommended offer for all of the issued andto be issued ordinary share capital of Datamonitor. Under the terms of the Offerto be made by Informa Acquisitions, Datamonitor Shareholders will receive 650pence in cash for each Datamonitor Share, valuing Datamonitor's fully dilutedordinary share capital at approximately £502m. Informa Acquisitions is a recently incorporated private limited company formedspecifically for the purpose of making the Offer and is an indirect wholly-ownedsubsidiary of Informa. Informa provides specialist, high value information to the global academic &scientific, professional, and commercial markets via publishing, performanceimprovement and events. At the heart of every Informa product and service isresearch-based, proprietary information for an expert audience. Informapublishes over 2,000 subscription based products and services delivered bothelectronically and in hardcopy, and 45,000 books. Every year Informa producesover 10,000 events around the world, powered by a marketing database of over 20million contacts. Informa's brands include Lloyd's List, Routledge, Taylor &Francis, IIR, IBC, AchieveGlobal, ESI and Euroforum. Informa operates in over 70countries, employing more than 7,500 people. Datamonitor is a leading global provider of market intelligence through onlinedata, analysis and forecasting platforms. Through its research-based proprietarydatabases and wealth of expertise, Datamonitor provides clients with objective,high quality data, analysis and in-depth forecasts for six industry sectors:Automotive, Consumer (including Retail), Energy, Financial Services, Healthcareand Technology/Telecoms. This electronic, high value content helps its clientsmake better, more timely decisions. Datamonitor has its headquarters in Londonand has regional offices in other cities including New York, Chicago, Sydney andTokyo. Datamonitor employs approximately 1,400 people. 2. The Offer The Offer will be for the entire issued and to be issued ordinary share capitalof Datamonitor and will be subject to the conditions and further terms set outin Appendix 1 to this announcement and to the conditions and further terms to beset out in the Offer Document and (in respect of certificated DatamonitorShares) in the Form of Acceptance. The Offer will be made on the followingbasis: For each Datamonitor Share 650 pence in cash The price of 650 pence for each Datamonitor Share represents: • a premium of approximately 35.7 per cent. to the average Closing Price of 479.2 pence per Datamonitor Share for the 12 months prior to 11 May 2007, being the last business day prior to this announcement; • a premium of approximately 2.2 per cent. to the Closing Price of 636.0 pence per Datamonitor Share on 11 May 2007, being the last business day prior to this announcement; • an enterprise value which is a multiple of approximately 7.3 times Datamonitor's revenue for the year ended 31 December 2006 of £70.4m; • an enterprise value which is a multiple of approximately 31.7 times Datamonitor's reported EBITDA for the year ended 31 December 2006 of £16.2m; and • an enterprise value which is a multiple of approximately 18.6 times the consensus of analysts' estimates of Datamonitor's EBITDA of £27.5m for the year ending 31 December 2007(4). (4) Refer to Bases and Sources in Appendix 2 for the definition of "consensus of analysts' estimates of Datamonitor's EBITDA" Datamonitor also has 18,897 deferred shares of 10 pence each ("DatamonitorDeferred Shares") in issue to which the Offer will not extend. No offer will bemade for the Datamonitor Deferred Shares. 3. Background to and reasons for the Offer The Directors of Informa believe that the Acquisition represents an attractiveopportunity consistent with Informa's strategy of delivering high-value,specialist content to its clients across the globe. Datamonitor is a highquality business information company, providing its clients with research-based,in-depth industry intelligence and objective analysis. Datamonitor's products,which are offered almost entirely in electronic format through its onlinedatabases and 'Knowledge Centres', provide important business intelligence forits clients' strategic planning, marketing and new product development teams.Datamonitor provides predominantly proprietary data and content on six keyindustry sectors: Automotive, Consumer (including Retail), Energy, FinancialServices, Healthcare and Technology/Telecoms. The well respected "Datamonitor"brand is underpinned by its strong client base of over 6,000 companies and hashigh subscription renewal rates. The Informa Directors believe that Datamonitor has strong growth prospects, andthe Informa Directors believe that with the backing of Informa this growth canbe accelerated. With its strong track record of acquiring businesses, Informabelieves that it is well positioned to support Datamonitor through the nextphase of its development. The Informa Directors believe that the Acquisitionwill provide multiple opportunities to leverage Datamonitor's product offeringand knowledge base to the benefit of Informa's existing clients, while enhancingDatamonitor's growth through Informa's international sales network and globalinfrastructure. The principal benefits of the Acquisition to Informa are: • Highly complementary business models The Datamonitor business is believed by the Informa Directors to becomplementary to Informa's. Both are centred on the provision of high valuecontent. The Informa Directors believe that there is also a strong sector fit asInforma provides an extensive range of its products and services in the samesectors in which Datamonitor operates, with particular strengths in healthcare,financial services and technology/telecoms. • Significant sales and marketing revenue opportunities with Informa The Informa Directors believe that Datamonitor will have the opportunity tomarket to the names on Informa's 20 million contact database; speak, exhibit andsponsor at Informa's 10,000+ events annually; and cross-sell to Informa'sextensive key account client list. • Intellectual property and content expertise synergies The Informa Directors believe that Datamonitor's analysts will provide aresearch source for Informa conferences and an analytic / diagnostic source forInforma's performance improvement business. They also believe that Datamonitor'sproduct expansion plans will be enhanced by accelerating the development of newdata sets in niche segments of Datamonitor's existing industry sectors whereInforma has significant expertise. • Enhancing Datamonitor's international expansion The Informa Directors believe that Datamonitor's sales force will benefit fromInforma's existing global infrastructure with offices and local market expertisein 43 countries. • Increased resilience and visibility in Informa's revenue mix throughDatamonitor's resilient business With its largely subscription-based income stream Datamonitor is expected by theInforma Directors to be resilient to the effects of changes in the economiccycle. Contributing to each of Informa's divisions, the highly renewingsubscriber base will add accelerated growth to the Academic & Scientificdivision and greater resilience and visibility to both the Professional andCommercial divisions. • Enhanced growth prospects and margins The Informa Directors believe that the combination of Datamonitor's existinghigh growth opportunities and high margins with the significant cross-overrevenue opportunities will improve Informa's growth rate and its overalloperating margin. • Cost savings The Informa Directors believe that the Acquisition will generate annualised costsavings of £3 million with expected one-off costs of £1 million. 4. Financial effects of the Acquisition The Board of Informa believes that the Acquisition will complement the InformaGroup's strong medium-term organic growth and continued high cash generation. Asa result of revenue and cost synergies, the Board of Informa expects that theeffect of the Acquisition on Informa's adjusted earnings per share will beneutral in 2007 and will be enhancing in the first full year(5) and it expectsthat the post-tax return on invested capital will exceed Informa's cost ofcapital in the second full year. In addition, the Board of Informa believes thatthe associated cashflows resulting from the Acquisition will generate a positivenet present value. (5) This statement should not be interpreted to mean that the future earnings per share of Informa will necessarily be greater than those for the relevant preceding financial period The Informa Directors expect that the ratio of net debt to earnings beforeinterest, tax, depreciation, amortisation and exceptional items will beapproximately 4.9 times at completion of the Acquisition and expect that thestrong cash generation of the combined business will result in rapid debtpay-down. Excluding the effect of any other potential acquisitions, this ratiois expected to fall to below 3.75 times by the end of the first full yearfollowing the Acquisition. 5. Recommendation The Board of Datamonitor, who have been so advised by LongAcre Partners,Datamonitor's financial adviser, consider the terms of the Offer to be fair andreasonable. In providing their advice, LongAcre Partners have taken into accountthe commercial assessments of the Datamonitor Directors. Accordingly, theDatamonitor Directors unanimously recommend that Datamonitor Shareholders acceptthe Offer as they intend to do in respect of their own entire beneficialholdings of Datamonitor Shares. 6. Background to and reasons for the Recommendation The Datamonitor Shares were admitted to the Official List and to trading on theLondon Stock Exchange's market for listed securities in November 2000 at a priceof 165 pence per Datamonitor Share. Since that time, Datamonitor has achievedsubstantial growth in both revenue and profitability. The Offer represents(6): (6) Please see Appendix 2 for the Bases and Sources of statements set out in this paragraph • a total shareholder return (with gross dividends reinvested) of approximately 506.8 per cent. over the three years ended on 11 May 2007 (the last business day prior to the date of this announcement), which equates to an annual return of approximately 82.4 per cent. over the same period; • a premium of approximately 35.7 per cent. over the average Closing Price of 479.2 pence per Datamonitor Share for the 12 months prior to this announcement; • an enterprise value which is a multiple of approximately 7.3 times Datamonitor's revenue for the year ended 31 December 2006 of £70.4m; • an enterprise value which is a multiple of approximately 31.7 times Datamonitor's reported EBITDA for the year ended 31 December 2006 of £16.2m; and • an Offer value which is a multiple of approximately 46.7 times reported diluted earnings per share, for the year ended 31 December 2006 of 13.9 pence. The above multiples are at a significant premium to the trading multiples of theprincipal comparable companies listed in the UK, Europe and US within the B2Bpublishing sector. Similarly, the enterprise value of the Offer as a multiple toDatamonitor's reported 2006 EBITDA compares favourably to the relevant EBITDAacquisition multiples of relevant comparable transactions. The Offer also represents an enterprise value which is a multiple ofapproximately 28.4 times Datamonitor's normalised EBITDA for the year ended 31December 2006 of £18.0m (earnings before interest, tax, depreciation, goodwillamortisation, reorganisation costs and the charge relating to share-basedpayment transactions) and a multiple of approximately 41.1 times normaliseddiluted earnings per share, adjusted for the impact of amortisation of acquiredintangible assets, share based payments, net financial income and reorganisationcosts and applying a normalised tax charge of 30 per cent. for the year ended 31December 2006 of 15.8 pence. In addition to valuation parameters, the Datamonitor Directors also consideredDatamonitor's ability to continue to grow, sustain historic growth rates anddeliver acceptable returns to its shareholders as an independent company. Anumber of potential options, including an ability to consider transformationalacquisitions and consolidate the database B2B sector, would be hindered byDatamonitor's relatively small size, competition for assets from other industryplayers and valuation ratings in the sector. The Datamonitor Directors alsobelieve that an aggressive acquisition strategy to enable Datamonitor to competeeffectively with larger capitalised industry players on a longer term basiswould potentially expose Datamonitor to a greater degree of financial risk. Given the above, in the opinion of the Datamonitor Directors, the Offerrepresents a certain, fair and reasonable value today giving DatamonitorShareholders an opportunity to realise their return following a period of strongperformance by Datamonitor. 7. Irrevocable Undertakings and commitment to purchase Informa Shares The Datamonitor Directors have given irrevocable undertakings to accept (orprocure acceptance of) the Offer to Informa Acquisitions in respect of theirentire beneficial holdings of Datamonitor Shares amounting, in total, to9,687,994 Datamonitor Shares representing, in aggregate, 13.4 per cent. ofDatamonitor's issued ordinary share capital. These undertakings remain bindingin the event of a competing offer being made for Datamonitor unless the Offerlapses or is withdrawn. Further details of these irrevocable undertakings are set out in Appendix 3 tothis announcement. Michael Danson, Chief Executive Officer of Datamonitor, has committed topurchase £5 million of Informa Shares in the 30 days following the Offerbecoming or being declared wholly unconditional and to hold those shares untilthe announcement of the preliminary results for Informa for the year ending 31December 2008. 8. Information on Informa Acquisitions Informa Acquisitions, a wholly-owned indirect subsidiary of Informa, was formedfor the purpose of making the Acquisition. The entire issued share capital ofInforma Acquisitions is held by Informa Acquisitions Holdings Limited, which iswholly-owned by Informa. Both Informa Acquisitions and Informa AcquisitionsHoldings Limited are private limited companies registered in England and Walesand were incorporated on 30 April 2007. Neither Informa Acquisitions nor InformaAcquisitions Holdings Limited have traded since incorporation, nor have theyentered into any obligations, other than in connection with the Acquisition andthe financing of the Acquisition. The directors of Informa Acquisitions andInforma Acquisitions Holdings Limited are officers of Informa. 9. Financial information relating to Informa For the year ended 31 December 2006, on an IFRS basis and from continuingoperations, Informa reported revenues of £1,039.1m (2005: £729.3m) and profitbefore taxation of £86.5m (2005: £61.0m). Net assets as at 31 December 2006 were£932.0m (2005: £926.0m) and gross assets were £2,384.8m (2005: £2,349.4m). As at11 May 2007 Informa had a market capitalisation of approximately £2.6 billion. 10. Informa trading update Trading during the first months of 2007 continues to be good. As reported in thepreliminary results for the year ended 31 December 2006, which were issued on 14March, all areas of the business started the year strongly and they continue totrade ahead of last year in constant currency terms. Informa has had somenotable highlights in events, with a highly successful annual energy event inGermany adding to the success of SuperReturn (private equity) and the ArabHealth event in Dubai which Informa reported in March. In publishing, highrenewal rates across Informa's subscription titles and databases have continued.The performance improvement (PI) sector continues to perform well, withcontinued success with its expansion plans, in particular with the Asianbusiness based in Singapore and growing operations in the Middle East. The Board of Informa remains confident that 2007 will be another successfulyear. The combination of organic and acquisitive growth is a solid base forfurther progress. Informa has a balanced configuration of businesses acrossmarkets, formats and geographical regions, providing enhanced growthcapabilities in an economic upturn and defensive qualities in a downturn. 11. Financial information relating to Datamonitor For the year ended 31 December 2006, Datamonitor reported a normalised profitbefore tax, amortisation of acquired intangible assets, reorganisation costs andthe charge relating to share-based payment transactions and net financial incomeof approximately £16.8m on revenues of approximately £70.4m and had gross assetsas at that date of approximately £113.8m. Datamonitor Shares are traded on theLondon Stock Exchange. Datamonitor performed strongly in the first quarter of 2007. The integration ofOvum plc, acquired in December 2006 for a total consideration of approximately£41.0m, inclusive of fees and net of share option proceeds, is progressing well,with performance in line with management expectations. 12. Financing of the Offer The cash consideration payable by Informa Acquisitions will be funded using anew debt facility of £1,450 million from The Royal Bank of Scotland plc whichwill also refinance the existing bank facilities of Informa and Datamonitor. Greenhill confirms that it is satisfied that sufficient resources are availableto Informa Acquisitions to satisfy in full the consideration payable under theOffer. 13. Directors, management, employees and location Informa attaches great importance to the skills and experience of the existingmanagement and employees of Datamonitor. Accordingly, Informa has givenassurances to the Datamonitor Directors that the existing employment rights ofall employees of Datamonitor, including pension rights, will be fullysafeguarded. The Datamonitor Directors (save for Michael Danson and Simon Pyper) have agreedto resign from the board of Datamonitor upon the Offer becoming or beingdeclared unconditional in all respects. Michael Danson, Datamonitor Chief Executive Officer, will remain withDatamonitor as its Chief Executive Officer for a period of twelve months toassist with the integration of Datamonitor within the enlarged group. Informa has no immediate plans to change the locations of Datamonitoroperational places of business. Informa's proposals for the Datamonitor Capital Appreciation Plan are set out inparagraph 15 below. 14. The Loan Note Alternative As an alternative to all or part of the cash consideration to which they wouldotherwise be entitled under the Offer, accepting Datamonitor Shareholders, otherthan Restricted Overseas Persons, will, subject to the conditions and furtherterms set out in the Offer Document and (in respect of certificated DatamonitorShares) the Form of Acceptance, be entitled to elect to receive Loan Notes to beissued by Informa Acquisitions on the following basis: for each £1 of cash consideration £1 nominal of Loan Notes The Loan Notes will be issued by Informa Acquisitions, credited as fully paid,in amounts and integral multiples of £1 and the balance of any entitlement thatis not a whole multiple of £1 will be disregarded and not issued. The Loan Noteswill constitute direct, unsecured and unsubordinated obligations of InformaAcquisitions and will be guaranteed as to payment of principal by The Royal Bankof Scotland plc. The Loan Notes will bear interest at a rate of 1 per cent.below twelve-month sterling LIBOR to be determined on the first business day ofeach interest period. Interest will be payable by yearly instalments in arrears(less any tax where deduction thereof is required by law) on 31 December in eachyear up to and including 31 December 2009 (each an "interest payment date"). Thefirst payment of interest will be made on 31 December 2007. On 31 December 2007,interest will be paid in respect of the period from (and including) the date ofissue of the relevant Loan Notes to (but excluding) 31 December 2007. The LoanNotes will be redeemable, on not less than 14 days' notice, in whole for cash atpar at the option of noteholders on a date being either 30 June or 31 Decemberin any year between the first date on which all of the relevant holding of LoanNotes has been in issue for more than six months and 31 December 2009 (bothdates inclusive) (a "redemption date"). Unless Informa Acquisitions decides otherwise, no Loan Notes will be issued byInforma Acquisitions unless the aggregate nominal value of all Loan Notes to beissued as a result of valid elections for the Loan Note Alternative exceeds £5million. If such aggregate nominal value is less than £5 million, any suchelection shall, unless Informa Acquisitions decides otherwise, be void and therelevant Datamonitor Shareholders will be deemed to have elected for cash.Informa Acquisitions may redeem all (but not some only) of the Loan Notes (solong as they have all been in issue for at least six months) if at any time lessthan £5 million of the Loan Notes remains outstanding. Informa Acquisitions maypurchase any Loan Notes which have been in issue for more than six months at aprice by tender available to all holders of Loan Notes alike, or otherwise byagreement with any holders of Loan Notes. The Loan Notes may be redeemed inaccordance with their terms. If not previously redeemed, the final redemptiondate will be 31 December 2009. Any Loan Notes outstanding on the finalredemption date will be redeemed at par together with any accrued interest (lessany tax where deduction thereof is required by law) on that date. In relation toany redemption date falling on or after the first anniversary of the date ofissue of each of the relevant Loan Notes, the Loan Notes may be redeemed, at theoption of the holder or the issuer, in US dollars. The Loan Notes will not betransferable (other than by a noteholder to a spouse/civil partner, parent,child, certain family members or a family trust of any of them) and noapplication will be made for them to be listed on, or dealt on, any stockexchange or other trading facility. The Loan Notes that may be issued in connection with the Offer are not and willnot be 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, sold, 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 and registrations have not been, and willnot be, sought or obtained, nor have any steps been taken, nor will any steps betaken, to enable the Loan Notes to be publicly offered in compliance withapplicable securities laws of Australia, Canada or Japan (or any province orterritory thereof, if applicable) or any other jurisdiction. Accordingly, theLoan Notes may not be offered, sold, resold or delivered, directly orindirectly, in, into or from Australia, Canada or Japan (or to any residentsthereof) or any other jurisdiction (or to any residents in that jurisdiction) ifto do so would constitute a violation of the relevant laws of that jurisdiction. The Loan Note Alternative is conditional upon the Offer becoming or beingdeclared unconditional in all respects. The Loan Note Alternative will remainopen for acceptance for as long as the Offer remains open for acceptance. Greenhill has advised that, based on market conditions on 11 May 2007 (being thelatest practicable date prior to this announcement), in its opinion the value ofthe Loan Notes (if the Loan Notes had been in issue) would have been not lessthan 98p per £1 nominal value. Further details of the Loan Notes will be contained in the Offer Document. 15. Datamonitor Share Schemes and Datamonitor Long Term Incentive Plans The Offer will extend to any Datamonitor Shares unconditionally allotted orissued or unconditionally allotted and fully paid (or credited as fully paid)before the date on which the Offer closes (or, subject to the City Code, by suchearlier date as Informa Acquisitions may decide), including Datamonitor Sharesissued pursuant to the exercise of options or release of awards under theDatamonitor Share Schemes. Participants in the Datamonitor Share Schemes will be written to separately andappropriate proposals will be made to such participants in due course. In relation to the Datamonitor Capital Appreciation Plan ("CAP"), Informaintends to amend the rules of the plan so as to fix the value of theentitlements at the value of 650 pence per Datamonitor Share, to be satisfied incash at the time of vesting, but otherwise broadly to leave the operation of thescheme unchanged so far as is practicable and to deal with discretionary mattersunder the scheme in a reasonable manner. 16. Disclosure of interests in Datamonitor relevant securities As at the date of this announcement, neither Informa, Informa Acquisitions, norany of the Informa Directors or the Informa Acquisitions Directors, nor, so faras Informa, Informa Acquisitions or the Informa Directors or the InformaAcquisitions Directors are aware, any person acting in concert with Informa orInforma Acquisitions for the purposes of the Acquisition, owns or controls anyDatamonitor Shares or any securities convertible or exchangeable intoDatamonitor Shares or any rights to subscribe for or purchase the same, or holdsany options (including traded options) in respect of, or has any option toacquire, any Datamonitor Shares or has entered into any derivatives referencedto Datamonitor Shares ("Relevant Datamonitor Securities") which remainoutstanding or has a short position (including a short position under aderivative, an agreement to sell or a delivery obligation or right to acquireanother person to take delivery), nor does any such person have any arrangementin relation to Relevant Datamonitor Securities. For these purposes,"arrangement" includes any indemnity or option arrangement, any agreement orunderstanding, formal or informal, of whatever nature, relating to RelevantDatamonitor Securities which may be an inducement to deal or refrain fromdealing in such shares and any borrowing or lending of Relevant DatamonitorSecurities that have been on-lent or sold. In view of the requirement of confidentiality and therefore the availability toInforma Acquisitions of all relevant persons who are presumed to be acting inconcert with Informa Acquisitions to provide information, it has not beenpossible to ascertain all of the interests and dealings in Datamonitor Shares ofall relevant persons who are presumed to be acting in concert with InformaAcquisitions for the purposes of the Offer. Any such additional interest(s) ordealing(s) will be discussed with the Panel and, if appropriate, will bedisclosed in the Offer Document or announced if so requested by the Panel. 17. Inducement Fees As a pre-condition to Informa Acquisitions agreeing to announce the Offer,Datamonitor has agreed to pay a fee to Informa of £5,018,236 (inclusive of anynon-recoverable VAT) if, following the date of this announcement, the Offerlapses or is withdrawn: (a) following the announcement of an independent competing offer (with orwithout pre-conditions), which becomes or is declared unconditional in allrespects or is otherwise completed or implemented; or (b) following the Datamonitor Directors (or any of them), or any committeethereof, withdrawing, or modifying in any manner adverse to Informa or thesuccess or the likely success of the Offer, their recommendation to Datamonitor Shareholders to accept the Offer; or (c) in circumstances where the Panel finds that there has been a breach of Rule21.1 of the City Code by Datamonitor. However, Datamonitor shall only be liable to pay a fee under paragraph (b) aboveif and to the extent a further independent competing offer is made andsubsequently lapses or is withdrawn, or does not become or is not declaredwholly unconditional in all respects and the offeror thereunder is obliged tomake a payment to Datamonitor. Under the terms of that agreement, Informa has agreed to pay a fee toDatamonitor of £2,509,118 (inclusive of any non-recoverable VAT) if, followingthe date of this announcement, either the Offer lapses or is withdrawn or doesnot become or is not declared wholly unconditional in all respects, or the Offeris not made by means of the posting of the Offer Document within 28 days of thedate of this announcement, in each case save in circumstances where Datamonitoris liable to pay or has paid a fee to Informa as described in the paragraphabove. 18. Delisting, cancellation of trading, compulsory acquisition 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. If the Offer becomes or is declared unconditional in all respects, andsufficient acceptances under the Offer are received, Informa Acquisitionsintends to procure that Datamonitor makes applications to cancel the listing ofDatamonitor Shares from the UKLA's Official List and to cancel admission totrading in Datamonitor Shares on the London Stock Exchange's market for listedsecurities. Delisting would significantly reduce the liquidity and marketabilityof any Datamonitor Shares not acquired under the Offer at that time. It is anticipated that the cancellation of listing on the Official List and ofadmission to trading on the London Stock Exchange will take effect no earlierthan 20 business days after either (i) the date(s) on which Informa Acquisitionshas, by virtue of its shareholdings and acceptances of the Offer, acquired oragreed to acquire issued ordinary share capital carrying 75 per cent. of thevoting rights of the Datamonitor Shares, or (ii) the first date(s) of issue ofcompulsory acquisition notices under section 979 of the Companies Act 2006.Informa will notify Datamonitor Shareholders when the relevant events set outabove have occurred and confirm that the notice period has commenced and theanticipated date of cancellation. Following the Offer becoming or being declared unconditional, Datamonitor may bere-registered as a private company under the relevant provisions of theCompanies Act 1985. 19. Further details of the Offer There are no agreements or arrangements to which Informa is a party which relateto the circumstances in which it may or may not invoke or seek to invoke acondition of the Offer. 20. Overseas Shareholders The availability of the Offer to Datamonitor Shareholders who are not residentin the United Kingdom may be affected by the laws of their relevantjurisdiction. Such persons should inform themselves of, and observe, anyapplicable legal or regulatory requirements of their jurisdiction. Full details in relation to Overseas Shareholders will be contained in the OfferDocument. Datamonitor Shareholders who are in any doubt regarding such matters shouldconsult an appropriate independent professional adviser in the relevantjurisdiction without delay. 21. Datamonitor issued share capital In accordance with Rule 2.10 of the Code, Datamonitor confirms that it has72,144,664 Datamonitor Shares in issue (of which 5,326,168 are held in anemployee share ownership trust) and has outstanding 10,385,135 options toacquire Datamonitor Shares. The International Securities Identification Numberfor Datamonitor Shares is GB0009757112. Datamonitor also has 18,897 DatamonitorDeferred Shares in issue to which the Offer will not extend. No offer will bemade for the Datamonitor Deferred Shares. The Offer will be subject to the conditions and further terms set out inAppendix 1. The bases and sources of certain financial information contained in thisannouncement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 4. The Datamonitor Directors accept responsibility for the information contained inthis announcement relating to Datamonitor, the Datamonitor Group, theDatamonitor Directors and the members of their immediate families, relatedtrusts and persons connected with them (save in each case for information onInforma's future plans for Datamonitor, the Datamonitor Group, and itsmanagement and employees). To the best of the knowledge and belief of theDatamonitor Directors (who have taken all reasonable care to ensure that such isthe case), the information contained in this document for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. The Informa Directors and the Informa Acquisitions Directors acceptresponsibility for the information contained in this announcement save for theinformation for which responsibility is taken by the Datamonitor Directors asreferred to above. To the best of the knowledge and belief of the InformaDirectors and the Informa Acquisitions Directors (who have taken all reasonablecare to ensure that such is the case), the information contained in thisannouncement for which they accept responsibility is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. 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 the Form of Acceptance. The laws of relevant jurisdictions may affect theavailability of the Offer to persons not resident in the United Kingdom. TheOffer Document will be available for public inspection and will also be postedon 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 will be contained in theOffer Document. 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. Forward-looking statements This announcement includes certain "forward looking statements". Thesestatements are based on the current expectations of the management ofDatamonitor, Informa and Informa Acquisitions (as applicable) and are naturallysubject to uncertainty and changes in circumstances. The forward lookingstatements contained herein may include statements about the expected effects onInforma, Informa Acquisitions or Datamonitor of the Offer, the expected timingand scope of the Offer, anticipated earnings enhancements, estimated costsavings and other synergies, costs to be incurred in achieving synergies, otherstrategic options and all other statements in this document other thanhistorical facts. Forward looking statements include, without limitation,statements typically containing words such as "intends", "expects","anticipates", "targets", "estimates" and words of similar import. By theirnature, forward looking statements involve risk and uncertainty because theyrelate to events and depend on circumstances that will occur in the future.There are a number of factors that could cause actual results and developmentsto differ materially from those expressed or implied by such forward lookingstatements. These factors include, but are not limited to, the satisfaction ofthe conditions to the Offer, and Informa Acquisitions' ability to successfullyintegrate the operations and employees of Datamonitor, as well as additionalfactors, such as changes in economic conditions, changes in the level of capitalinvestment, success of business and operating initiatives and restructuringobjectives, customers' strategies and stability, changes in the regulatoryenvironment, fluctuations in interest and exchange rates, the outcome oflitigation, government actions and natural phenomena such as floods, earthquakesand hurricanes. Other unknown or unpredictable factors could cause actualresults to differ materially from those in the forward looking statements.Neither Datamonitor nor Informa, nor Informa Acquisitions undertakes anyobligation to update publicly or revise forward looking statements, whether as aresult of new information, future events or otherwise, except to the extentlegally required. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Datamonitor, all "dealings" in any "relevant securities" ofDatamonitor, (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofDatamonitor, they will be deemed to be a single person for the purpose of Rule8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Datamonitor by Informa Acquisitions, Informa or Datamonitor, orby any of their respective "associates", must be disclosed by no later than12.00 noon (London time) on the London business day following the date of therelevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at http://www.thetakeoverpanel.org.uk "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. If you are in any doubt about the action you should take, you are recommended toseek your own personal financial advice immediately from your stockbroker, bankmanager, solicitor, accountant or independent financial adviser authorised underthe Financial Services and Markets Act 2000 if you are resident in the UnitedKingdom or, if not, from another appropriately authorised independent financialadviser. Appendix 1 CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER PART A: CONDITIONS OF THE OFFER The Offer complies with the rules and regulations of the FSA and the City Code. The Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn) bynot later than 1.00 p.m. on the First Closing Date (or such later time(s) and/ordate(s) as Informa Acquisitions may, with the consent of the Panel or inaccordance with the City Code, decide) in respect of not less than 90 per cent.(or such lower percentage as Informa Acquisitions may decide) in nominal valueof the Datamonitor Shares to which the Offer relates provided that thiscondition shall not be satisfied unless Informa Acquisitions and/or any of itswholly-owned subsidiaries shall have acquired or agreed to acquire, whetherpursuant to the Offer or otherwise, Datamonitor Shares carrying in aggregatemore than 50 per cent. of the voting rights then normally exercisable at generalmeetings of Datamonitor (including for this purpose, to the extent (if any)required by the Panel, any voting rights attaching to any Datamonitor Shareswhich may be unconditionally allotted or issued before the Offer becomes or isdeclared unconditional as to acceptances, whether pursuant to the exercise ofany outstanding conversion or subscription rights or otherwise). For thepurposes of this condition: (i) the Datamonitor Shares which have been unconditionally allotted but notissued before the Offer becomes or is declared unconditional as to acceptances,whether pursuant to the exercise of any outstanding subscription or conversionrights or otherwise, shall be deemed to carry the voting rights they will carryon being entered into the register of members of Datamonitor; (ii) the expression "Datamonitor Shares to which the Offer relates" shall beconstrued in accordance with Chapter 3 of Part 28 of the Companies Act 2006; and (iii) valid acceptances shall be deemed to have been received in respect of theDatamonitor Shares which are treated for the purposes of section 979 of theCompanies Act 2006 as having been acquired or contracted to be acquired byInforma Acquisitions by virtue of acceptances of the Offer; (b) approval under the German Act against Restraints of Competition (Gesetzgegen Wettbewerbsbeschrankungen) (the "GWB") from the German Federal CartelOffice (Bundeskartellamt) (the "GFCO") having been obtained or the applicablewaiting periods under the German Act against Restraints of Competition havingexpired or been terminated without action from the German Federal Cartel Office; (c) save as Disclosed, there being no provision of any agreement, arrangement,licence, permit, lease or other instrument to which any member of the WiderDatamonitor Group is a party or by or to which any such member or any of itsassets would be reasonably likely to be bound, entitled or subject, which as aconsequence of the Offer or the proposed acquisition of any shares or othersecurities in Datamonitor or because of a change in the control or management ofthe Wider Datamonitor Group or otherwise, would or could reasonably be expectedto result in, to an extent which is or would reasonably be expected to bematerial in the context of the Wider Datamonitor Group taken as a whole: (i) any monies borrowed by or any other indebtedness (actual or contingent) of,or grant available to any such member, being or becoming repayable or capable ofbeing declared repayable immediately or earlier than their or its statedmaturity date or repayment date or the ability of any such member to borrowmonies or incur any indebtedness being withdrawn or inhibited or being capableof becoming or being withdrawn or inhibited; (ii) any such agreement, arrangement, licence, permit, lease or instrument orthe interest or business of any such member or the rights, liabilities,obligations or interests of any such member thereunder being terminated oradversely modified or affected or any obligation or liability arising or anyadverse action being taken or arising thereunder; (iii) any assets or interests of any such member being or falling to be disposedof or charged or any right arising under which any such asset or interest couldbe required to be disposed of or charged or could cease to be available to anysuch member otherwise than in the ordinary course of business; (iv) the creation or enforcement of any mortgage, charge or other securityinterest over the whole or any part of the business, property or assets of anysuch member or any such mortgage, charge or other security interest (wheneverarising or having arisen) becoming enforceable; (v) the rights, liabilities, obligations or interests of any such member in, orthe business of any such member with, any person, firm or body (or anyarrangement(s) relating to any such interest or business) being terminated,adversely modified or adversely affected; (vi) the value of any such member or its financial or trading position orprospects being prejudiced or adversely affected; (vii) any such member ceasing to be able to carry on business under any nameunder which it presently does so; or (viii) the creation of any liability, actual or contingent, by any such member; and no event having occurred which, under any provision of any agreement,arrangement, licence, permit, lease or other instrument to which any member ofthe Wider Datamonitor Group is a party or by or to which any such member or anyof its assets may be bound, entitled or subject, could reasonably be expected byInforma Acquisitions to result in any of the events or circumstances as arereferred to in sub-paragraphs (i) to (viii) of this condition (c) in each caseto an extent which is material in the context of the Wider Datamonitor Grouptaken as a whole (d) no central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental orinvestigative body, court, stock exchange, trade agency, association,institution or any other body or person whatsoever in any jurisdiction (each, a"Third Party") having decided to take, institute, implement or threaten anyaction, proceeding, suit, investigation, enquiry or reference, or havingrequired any action to be taken or having enacted, made or proposed any statute,regulation, decision or order, and there not continuing to be outstanding anystatute, regulation, decision or order, which would or would reasonably beexpected by Informa Acquisitions to: (i) require, prevent or materially delay the divestiture, or adversely alter theterms envisaged for any proposed divestiture by any member of the Wider InformaGroup or any member of the Wider Datamonitor Group of all or any materialportion of their respective businesses, assets or property or impose anymaterial limitation on the ability of any of them to conduct their respectivebusinesses (or any of them) or to own any of their respective material assets ormaterial properties or any part thereof; (ii) result in a material delay in the ability of Informa Acquisitions, orrender it unable, to acquire some or all of the Datamonitor Shares or require amaterial divestiture by Informa Acquisitions or any member of the Wider InformaGroup of any securities in Datamonitor; (iii) impose any material limitation on, or result in a material delay in, theability of any member of the Wider Informa Group directly or indirectly toacquire or to hold or to exercise effectively any rights of ownership in respectof shares or loans or securities convertible into shares or any other securities(or the equivalent) in any member of the Wider Datamonitor Group or the WiderInforma Group or to exercise, directly or indirectly, voting or managementcontrol over any such member; (iv) otherwise materially and adversely affect the business, assets, liabilitiesprofits or prospects of any member of the Wider Datamonitor Group; (v) make the Offer, its implementation or the acquisition or proposedacquisition by Informa Acquisitions or any member of the Wider Informa Group ofany shares or other securities in, or control or management of, Datamonitorvoid, illegal and/or unenforceable under the laws of any jurisdiction, orotherwise, directly or indirectly, materially restrain, prevent, restrict,prohibit, or delay the same, or impose additional material conditions orobligations with respect to, or otherwise materially impede or challenge orrequire material amendment of the Offer or the acquisition by InformaAcquisitions or any member of the Wider Informa Group of any shares or othersecurities in Datamonitor; (vi) require any member of the Wider Informa Group or the Wider DatamonitorGroup to acquire, or to offer to acquire, any shares or other securities (or theequivalent) or interest in any member of the Wider Datamonitor Group or theWider Informa Group owned by any third party (other than in the implementationof the Offer); (vii) impose any material limitation on the ability of any member of the WiderDatamonitor Group to co-ordinate its business, or any part of it, with thebusinesses of any other member of the Wider Datamonitor Group and/or the WiderInforma Group; or (viii) result in any member of the Wider Datamonitor Group ceasing to be able tocarry on business under any name under which it presently does so, in each case to an extent which is material in the context of the Offer, or theWider Informa Group or the Wider Datamonitor Group taken as a whole (as the casemay be), and all applicable waiting and other time periods (including anyextensions thereof) during which any such Third Party could institute, implementor threaten any action, proceeding, suit, investigation, enquiry or reference orany other step under the laws of any jurisdiction in respect of the Offer orproposed acquisition of any shares or securities in Datamonitor having expired,lapsed or been terminated; (e) all filings or applications which are reasonably considered necessary byInforma Acquisitions or which are required by law having been made in connectionwith the Offer and all statutory or regulatory obligations in any jurisdictionhaving been complied with in connection with the Offer or the acquisition by anymember of the Wider Informa Group of any shares or other securities in, orcontrol of, Datamonitor in circumstances where non-compliance would have amaterial adverse effect on the Wider Informa Group or the Wider DatamonitorGroup taken as a whole (as the case may be) or would be material in the contextof the Offer and all authorisations, orders, recognitions, grants, consents,licences, confirmations, clearances, permissions and approvals("authorisations") required by law in respect of the Offer or the proposedacquisition of any shares or other securities in, or control of, Datamonitor byany member of the Wider Informa Group having been obtained in terms and in aform reasonably satisfactory to Informa Acquisitions from all appropriate ThirdParties or persons with whom any member of the Wider Datamonitor Group hasentered into contractual arrangements, in each case where the absence of suchauthorisations would have a material adverse effect on the Wider Informa Groupor the Wider Datamonitor Group taken as a whole (as the case may be) or would bematerial in the context of the Offer, and all such authorisations which arereasonably considered by Informa Acquisitions to be necessary to carry on thebusiness of any member of the Wider Datamonitor Group as currently carried onremaining in full force and effect and all filings necessary for such purposehaving been made and there being no notice or intimation of any intention torevoke or not to renew any of the same and all necessary statutory or regulatoryobligations in any jurisdiction having been complied with; (f) save as Disclosed, no member of the Wider Datamonitor Group having, since31 December 2006: (i) save for Datamonitor Shares issued pursuant to the exercise of optionsgranted under the Datamonitor Share Schemes, issued or agreed to issue,authorised or proposed the issue of additional shares or securities of anyclass; (ii) save for the grant of options under the Datamonitor Share Schemes, issuedor agreed to issue, authorised or proposed the issue of securities convertibleinto shares of any class or rights, warrants or options to subscribe for, oracquire, any such shares or convertible securities; (iii) purchased, redeemed or repaid or announced any proposal to purchase,redeem or repay any of its own shares (including treasury shares) or othersecurities or reduced or made or authorised any other change to any part of itsshare capital; (iv) save as between Datamonitor and wholly-owned subsidiaries of Datamonitor("Intra-Datamonitor Group Transactions") recommended, declared, paid or made orproposed to recommend, declare, pay or make any bonus, dividend or otherdistribution to any shareholder whether payable in cash or otherwise; (v) save for Intra-Datamonitor Group Transactions, merged with or demerged fromany body corporate or partnership or, other than in the ordinary course ofbusiness, acquired or disposed of or transferred, mortgaged, charged or createdany security interest over, any asset or any right, title or interest in anyasset (including shares and trade investments) or authorised, proposed orannounced any intention to propose the same which, in any case, is material inthe context of the Wider Datamonitor Group taken as a whole; (vi) save for Intra-Datamonitor Group Transactions, made or authorised orproposed or announced an intention to propose any change in its loan capital; (vii) save for Intra-Datamonitor Group Transactions, issued, authorised orproposed the issue of any debentures or incurred or increased any indebtednessor liability (actual or contingent) or proposed to do any of the foregoing; (viii) entered into, implemented, effected, authorised, proposed or announcedany reconstruction, amalgamation, scheme, commitment or other transaction orarrangement in respect of itself or another member of the Wider DatamonitorGroup that is material in the context of the Wider Datamonitor Group; (ix) entered into, or varied any material terms of, any agreement with any ofthe directors or senior executives of Datamonitor; (x) entered into, varied or (in a manner which is materially prejudicial to theWider Datamonitor Group taken as a whole) terminated, or authorised, proposed orannounced its intention to enter into, vary or (in a manner which is materiallyprejudicial to the Wider Datamonitor Group taken as a whole) terminate anyagreement, transaction, arrangement or commitment (whether in respect of capitalexpenditure or otherwise) which: (A) is of a long term, onerous or unusual nature or magnitude; (B) is or would reasonably be expected to be materially restrictive to thebusiness of any member of the Wider Datamonitor Group; or (C) is outside of the ordinary course of business and is material in the contextof the Wider Datamonitor Group taken as a whole; (xi) terminated or varied the terms of any agreement or arrangement between anymember of the Datamonitor Group and any other person in a manner which would orwould reasonably be expected to have a material adverse effect on the financialposition or prospects of the Datamonitor Group taken as a whole; (xii) taken any corporate action or had any legal proceedings started orthreatened against it or petition presented or order made for its winding-up(voluntary or otherwise), dissolution or reorganisation or for the appointmentof a receiver, administrative receiver, administrator, trustee or similarofficer of all or any of its assets or revenues or any analogous proceedings inany jurisdiction or had any such person appointed in any jurisdiction; (xiii) been unable, or admitted in writing that it is unable, to pay its debtsor having stopped or suspended (or threatened to stop or suspend) payment of itsdebts generally or ceased or threatened to cease carrying on all or asubstantial part of its business; (xiv) waived, settled or compromised any claim otherwise than in the ordinarycourse of business where such claim is not material in the context of thebusiness of the Wider Datamonitor Group taken as a whole; (xv) made any alteration to its memorandum or articles of association or otherincorporation documents or, except for any change required by reason of aconcurrent change in applicable law, regulation or generally accepted accountingpractice, to any method of accounting or accounting practice used by it on thedate hereof and which, in any case, is materially adverse in the context of theWider Datamonitor Group taken as a whole; or (xvi) entered into or varied any contract, commitment, arrangement or agreementor passed any resolution or made any offer (which remains open for acceptance)with respect to or announced any intention to, or proposed to, effect any of thetransactions, matters or events referred to in this condition (f), (g) since 31 December 2006 and save as Disclosed: (i) no material adverse change or deterioration having occurred in the business,assets, financial or trading position or profits or prospects of any member ofthe Wider Datamonitor Group; (ii) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the Wider Datamonitor Group is or may becomea party (whether as a claimant, defendant or otherwise) and no enquiry orinvestigation by or complaint or reference to any Third Party against or inrespect of any member of the Wider Datamonitor Group having been instituted,announced or threatened by or against or remaining outstanding against or inrespect of any member of the Wider Datamonitor Group which in any such casewould reasonably be expected to adversely affect any member of the WiderDatamonitor Group; (iii) no contingent or other liability having arisen or become apparent toInforma Acquisitions, which would be likely to adversely affect any member ofthe Wider Datamonitor Group; and (iv) no steps having been taken which are likely to result in the withdrawal(without replacement), cancellation, termination or modification of any materiallicence held by any member of the Wider Datamonitor Group which is necessary forthe proper carrying on of its business, in each case to an extent which is material in the context of InformaAcquisitions and its subsidiary undertakings taken as a whole or the WiderDatamonitor Group taken as a whole (as the case may be); (h) (i) save as Disclosed, Informa Acquisitions not having discovered: (a) thatany financial, business or other information concerning the Wider DatamonitorGroup as contained in the information publicly disclosed at any time by or onbehalf of any member of the Wider Datamonitor Group is materially misleading,contains a material misrepresentation of fact or omits to state a fact necessaryto make that information not materially misleading which, in any case, ismaterial in the context of the Wider Datamonitor Group taken as a whole; or (b) that any member of the Wider Datamonitor Group, or any partnership, company orother entity in which any member of the Wider Datamonitor Group has asignificant economic interest and which is not a subsidiary undertaking ofDatamonitor is subject to any liability (contingent or otherwise) which ismaterial in the context of the Wider Datamonitor Group taken as a whole; or (ii) since 31 December 2006 and save as Disclosed, Informa Acquisitions nothaving discovered any information which adversely affects the import of anyinformation Disclosed at any time by or on behalf of any member of the WiderDatamonitor Group and which, in any such case, is material in the context of theWider Datamonitor Group taken as a whole. Informa Acquisitions reserves the right to waive, in whole or in part, all orany of the above conditions, except condition (a). Conditions (b) to (h) (inclusive) must be fulfilled by midnight on the 21st day after the later of theFirst Closing Date and the date on which condition (a) is fulfilled (or in eachsuch case such later date as Informa Acquisitions may, with the consent of thePanel, decide). Informa Acquisitions shall be under no obligation to waive ortreat as satisfied any of the conditions (b) to (h) (inclusive) by a dateearlier than the latest date specified above for the satisfaction thereof,notwithstanding that the other conditions of the Offer may at such earlier datehave been waived or fulfilled and that there are at such earlier date nocircumstances indicating that any of such conditions may not be capable offulfilment. If Informa Acquisitions is required by the Panel to make an offer forDatamonitor Shares under the provisions of Rule 9 of the City Code, InformaAcquisitions may make such alterations to any of the above conditions as arenecessary to comply with the provisions of that Rule. The Offer will lapse if the Acquisition is referred to the CompetitionCommission in the UK before 1.00 p.m. on the later of the First Closing Date andthe date on which the Offer becomes or is declared unconditional as toacceptances. If the Offer lapses, it will cease to be capable of further acceptance.Datamonitor Shareholders who have already accepted the Offer shall then cease tobe bound by acceptances delivered on or before the date on which the Offerlapses. PART B: CERTAIN FURTHER TERMS OF THE OFFER The Offer will be made on the terms and will be subject to the conditions whichare set out in this Appendix 1, those terms which will be set out in the OfferDocument and the Form of Acceptance and such further terms as may be required tocomply with the provisions of the City Code. The Offer and any acceptance of theOffer will be governed by English law. This announcement does not constitute anoffer or invitation to purchase any securities. The Datamonitor Shares will be acquired by Informa Acquisitions fully-paid upand free from all liens, equitable interests, charges, encumbrances, rights ofpre-emption and other third party rights or interests of any nature whatsoeverand together with all rights now or hereafter attaching thereto, including theright to receive and retain all dividends and other distributions (if any)declared, made or paid on or after the date on which the Offer is made. The Offer is not being and will not be made, directly or indirectly, in or into,or by use of the mails of, or by any means or instrumentality (including,without limitation, facsimile transmission, electronic mail, telex or telephone)of interstate or foreign commerce of, or any facilities of a national securitiesexchange of the United States, Canada, Australia or Japan and the Offer will notbe capable of acceptance by any such use, means, instrumentality or facility,directly or indirectly from or within the United States, Canada, Australia orJapan. Accordingly, copies of this announcement and any other documents related to theOffer are not being, and must not be, mailed or otherwise distributed or sent inor into or from the United States, Canada, Australia or Japan and personsreceiving this announcement, the Form of Acceptance or such other documents(including custodians, nominees and trustees) must not distribute or send themin, or into or from, the United States, Canada, Australia or Japan. Appendix 2 Bases and Sources 1 Unless otherwise stated: (a) financial information relating to Informa has been extracted or derived(without any adjustment) from the consolidated audited annual report andaccounts for Informa for the year ended 31 December 2006; and (b) financial information relating to Datamonitor has been extracted or derived(without any adjustment) from the consolidated audited annual reports andaccounts for Datamonitor for the years ended 31 December 2004, 2005 and 2006,save as described below in 4. 2 The total equity value of the Offer is calculated based on afully diluted share capital of Datamonitor of 77,203,631 Datamonitor Shares.This in turn is calculated on the basis of: the number of issued Datamonitor Shares, being 72,144,664 Datamonitor Shares;and the 6,955,135 "in the money" options outstanding under the Datamonitor ShareSchemes (and which are expected to become exercisable as a consequence of theOffer), less the 5,326,168 Datamonitor Shares held by the Datamonitor employeeshare ownership trust. plus the options over 3,430,000 Datamonitor Shares heldunder the Datamonitor Capital Appreciation Plan ("CAP") (notwithstanding thatthe CAP options are not currently vested as the applicable performance targethas not yet been met). Whilst the CAP options are included for the purposes of calculating the totalequity value of the Offer, Informa intends to amend the rules of the plan so asto fix the value of the entitlements at the value of 650 pence per DatamonitorShare, to be satisfied in cash at the time of vesting, but otherwise broadly toleave the operation of the scheme unchanged so far as is practicable. 3 For the purposes of calculating the Offer enterprise value, thenet debt of Datamonitor of £16.5m is as at 31 December 2006 and includesminority interests of £1.9m and deferred consideration of £0.9m. The Offerenterprise value is calculated net of share option proceeds of £5.7m. 4 The consensus of analysts' estimates of EBITDA for Datamonitorfor the year ending 31 December 2007 of £27.5m is calculated on the basis of: the arithmetic average of £27.7m, being the forecast from Investec Securities,18 January 2007; £27.4m, being the forecast from Numis Securities, 27 February2007; and £27.4m, being the forecast from Altium Securities, 30 April 2007. Appendix 3 DETAILS OF IRREVOCABLE UNDERTAKINGS The following holders of Datamonitor Shares have given irrevocable undertakingsto accept the Offer:Name Number of Datamonitor Percentage of issued share Shares capital of Datamonitor Bernard Cragg 100,000 0.1386%Tony Allen 5,000 0.0069%Peter Harkness 7,500 0.0104%Graham Albutt 20,000 0.0277%Michael Murphy 67,000 0.0929%Michael Danson 9,488,494 13.1520%Total 9,687,994 13.4286% Appendix 4 Definitions The following definitions apply throughout this announcement unless the contextrequires otherwise. "Acquisition" the proposed acquisition of Datamonitor by Informa Acquisitions pursuant to the Offer "Australia" the Commonwealth of Australia, its territories and possessions "Board" as the context requires, the board of directors of Informa Acquisitions, the board of directors of Informa or the board of directors of Datamonitor "Canada" Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof "City Code" the City Code on Takeovers and Mergers "Closing Price" the closing middle market quotation of a Datamonitor Share as derived from the Daily Official List on any particular day "Competition Commission" the UK Competition Commission "Daily Official List" the Daily Official List of the London Stock Exchange "Datamonitor Directors" the directors of Datamonitor as at the date of this announcement "Datamonitor Group" Datamonitor and its subsidiary undertakings "Datamonitor Shares" includes: (a) the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of Datamonitor; and (b) any further ordinary shares of 10 pence each in the capital of Datamonitor which are unconditionally allotted or issued and fully paid, or credited as fully paid, before the date on which the Offer closes (or before such earlier date as, subject to the City Code, Datamonitor may determine not being earlier than (i) the date on which the Offer becomes or is declared unconditional as to acceptances or (ii) if later, the First Closing Date) but excludes any treasury shares "Datamonitor Shareholders" registered holders of Datamonitor Shares "Datamonitor Share Schemes" each of: (a) the Datamonitor Long Term Incentive Plan; (b) the Datamonitor Capital Appreciation Plan; (c) the Datamonitor 2000 No. 2 Share Option Plan; and (d) the Datamonitor 2000 Inland Revenue Approved Share Option Plan "Disclosed" (i) as disclosed in Datamonitor's report and accounts for the year ended 31 December 2006; (ii) as publicly announced by Datamonitor by the delivery of an announcement to an authorised Regulatory Information Service prior to the date of this announcement; (iii) as disclosed in this announcement; or (iv) as otherwise fairly disclosed in writing to Informa, Informa Acquisitions or their advisers by or on behalf of Datamonitor prior to the date of this announcement "EBITDA" earnings before interest, tax, depreciation and amortisation "First Closing Date" the twenty-first day after the posting of the Offer Document "Form of Acceptance" the form of acceptance, election and authority that will accompany the Offer Document "FSA" Financial Services Authority "Greenhill" Greenhill & Co. International LLP, a limited liability partnership registered in England with registered number OC300796 "Informa" Informa plc a company incorporated in England and Wales with registered number 3099067 "Informa Acquisitions" Informa Acquisitions Limited a company incorporated in England and Wales with registered number 6231595 "Informa Acquisitions the directors of Informa Acquisitions as at Directors" the date of this announcement "Informa Directors" the directors of Informa as at the date of this announcement "Informa Group" Informa and its subsidiary undertakings "Informa Shares" ordinary shares of 10 pence each in the share capital of Informa "Informa Shareholders" registered holders of Informa Shares "Japan" Japan, its cities, prefectures, territories and possessions "LIBOR" the British Bankers' Association Interest Settlement Rate for the offering of sterling deposits for a period of twelve months displayed on the appropriate page of the Telerate screen at or about 11.00 a.m (London time) on the first day of the relevant interest period or, if such day is not a business day, on the next succeeding business day "Loan Note(s)" the unsecured guaranteed loan notes of £1 each to be issued by Informa Acquisitions pursuant to the Loan Note Alternative "Loan Note Alternative" the loan note alternative whereby eligible Datamonitor Shareholders who validly accept the Offer may elect to receive Loan Notes "London Stock Exchange" London Stock Exchange plc "LongAcre Partners" LongAcre Partners Limited a company incorporated in England and Wales with registered number 3902703 "Offer" the recommended offer to be made by Informa Acquisitions to acquire the entire issued and to be issued ordinary share capital of Datamonitor on the terms and subject to the conditions that will be set out in the Offer Document and the Form of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal thereof "Offer Document" the formal document to be sent to holders of Datamonitor Shares containing, inter alia, the terms and conditions of the Offer "Offer Period" the period beginning on and including the date of this announcement and ending on the later of (i) 1.00 p.m. on the First Closing Date; (ii) the time and date on which the Offer becomes or is declared unconditional as to acceptances; and (iii) the time and date on which the Offer lapses or is withdrawn "Official List" the Official List of the UKLA "Overseas Shareholders" Datamonitor Shareholders who are resident in or nationals or citizens of jurisdictions outside the UK or who are nominees of, or custodians or trustees for, citizens or nationals of countries other than the UK "Panel" the Panel on Takeovers and Mergers "Regulatory Information any of the services set out in Appendix 3 to Service" the Listing Rules of the UKLA from time to time "Restricted Overseas Persons" a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom Informa Acquisitions believes to be in, or resident in, or with a registered address in the United States, Australia, Canada or Japan and any custodian, nominee or trustee holding Datamonitor Shares for persons in such jurisdictions and persons in any other jurisdiction (other than persons in the UK) whom Informa Acquisitions is advised to treat as restricted overseas persons in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which Informa Acquisitions regards as unduly onerous "UK" the United Kingdom of Great Britain and Northern Ireland and its dependent territories "UKLA" the UK Listing Authority, being the Financial Services Authority Limited acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 "United States" or "US" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia "Wider Datamonitor Group" Datamonitor and its subsidiary undertakings, associated undertakings and any other undertaking in which Datamonitor and/or such undertakings (aggregating their interests) have a substantial interest "Wider Informa Group" Informa and its subsidiary undertakings, associated undertakings and any other undertaking in which Informa and/or such undertakings (aggregating their interests) have a substantial interest All references to legislation in this announcement are to English legislationunless the contrary is indicated. Any reference to any provision of anylegislation shall include any amendment, modification, re-enactment or extensionthereof. Words importing the singular shall include the plural and vice versa, and wordsimporting the masculine gender shall include the feminine or neutral gender. For the purposes of this announcement, subsidiary, subsidiary undertaking,associated undertaking, undertaking and parent undertaking have the respectivemeanings given to them by the Companies Act 1985 (but for this purpose ignoringparagraph 20(1)(b) of Schedule 4A to the Companies Act 1985) and "substantialinterest" means the direct or indirect interest of twenty (20) per cent. or moreof the equity share capital (as defined in the Companies Act 1985) of anyundertaking. This information is provided by RNS The company news service from the London Stock Exchange

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