Recommended Offer for Euromoney

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

18 July 2022

RECOMMENDED CASH OFFER

by

BECKETTS BIDCO LIMITED

(a newly incorporated company controlled by funds managed and/or advised by Astorg Asset Management S.à r.l., Epiris GP Limited and Epiris GP III Limited)

for

EUROMONEY INSTITUTIONAL INVESTOR PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary

· The boards of Euromoney Institutional Investor PLC ("Euromoney") and Becketts Bidco Limited ("Bidco"), a newly incorporated entity formed by a consortium of funds managed and/or advised by Astorg Asset Management S.à r.l. ("Astorg"), Epiris GP Limited and Epiris GP III Limited (together, "Epiris") for the purpose of making an offer for Euromoney, are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Euromoney (the "Acquisition").

· Under the terms of the Acquisition, each Euromoney Shareholder will be entitled to receive:

1,461 pence in cash per Euromoney Share (the "Acquisition Price")

· The Acquisition values the entire issued and to be issued ordinary share capital of Euromoney at approximately £1,606 million on a fully diluted basis and values Euromoney at approximately £1,661 million on an enterprise value basis.

· The Acquisition Price represents a premium of approximately:

- 33.5 per cent. to the Closing Price of £10.94 per Euromoney Share on 17 June 2022, being the undisturbed share price prior to the commencement of an offer period on 20 June 2022;

- 43.5 per cent. to the Volume Weighted Average Price of £10.18 per Euromoney Share during the three month period ended 17 June 2022; and

- 53.7 per cent. to the Volume Weighted Average Price of £9.50 per Euromoney Share during the six month period ended 17 June 2022.

· The Acquisition implies an enterprise value multiple of approximately 21.5 times Euromoney's EBITDA for the 12 months to 30 September 2021 and approximately 20.2 times Euromoney's EBITDA for the 12 months to 31 March 2022.

· It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Background to and reasons for the Acquisition

· Astorg and Epiris (the "Consortium") are joint offerors with respect to the Acquisition and have formed Bidco for the purpose of making the Acquisition.

· Astorg and Epiris recognise the progress made by the Euromoney management team in transforming the Company through the creation and implementation of Euromoney's 3.0 strategy. The strategy delivers high quality profitable growth by providing information services embedded in customers' critical workflows through actionable intelligence and insights, that are characterised by resilient and robust recurring subscriptions revenue.

· The Company operates in three divisions:

o  Fastmarkets is a high-quality business with material opportunities for continued growth, building on its leading position in price benchmarks in the metals market, leadership in forest products and an emerging position in a rapidly developing agriculture segment;

o  Financial & Professional Services, including Altrata, has strong, resilient brands, serving multiple markets which are characterised by attractive growth opportunities and include the continued recovery of its events business following the coronavirus pandemic; and

o  Asset Management has a robust business in Institutional Investor with a high-quality proposition and position in its market and the research businesses, NDR and BCA Research, which have continued to demonstrate progress with the subscription revenue lines close to returning to growth.

· The Consortium strongly believes that:

o  the Acquisition will allow the acceleration of the execution of the existing 3.0 strategy within Euromoney's businesses and brands;

o  the Company's businesses will benefit from the experienced support and capital of the Consortium; and

o  the separation of the group into two businesses with Fastmarkets becoming stand-alone (the "Fastmarkets Separation") will enable the divisions of the Euromoney Group to pursue their various strategies in ways more tailored to their differing financial characteristics and end markets. The Fastmarkets Separation will also allow for the businesses to be led solely by dedicated management teams and generate efficiencies. Fastmarkets is a high-growth business serving global commodity markets, and the Financial & Professional Services and Asset Management divisions comprise a broader range of businesses, including fast-growing businesses like Altrata and Insurance Insider, and serve a large number of attractive but largely unrelated financial and professional end markets.

· Following completion of the Acquisition, it is intended that after the Fastmarkets Separation has occurred, Fastmarkets will be owned and controlled by Astorg Funds. The remaining Euromoney Businesses of Financial & Professional Services and Asset Management will operate under the ownership and control of Bidco, majority owned and controlled by the Epiris Funds. 

· Each of Astorg and Epiris has a robust understanding of the lines of business and the industry dynamics of Fastmarkets, and Financial & Professional Services and Asset Management, respectively, and has a proven track record of successfully integrating and creating long-term value from M&A.

Euromoney Recommendation

· The board of directors of Euromoney (the "Euromoney Board" or the "Euromoney Directors"), who have been so advised by Goldman Sachs International and UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Euromoney Directors, Goldman Sachs International and UBS have taken into account the commercial assessments of the Euromoney Directors.

· Accordingly, the Euromoney Directors intend to recommend unanimously that the Euromoney Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, that Euromoney Shareholders accept such offer), as the Euromoney Directors who hold Euromoney Shares (in a personal capacity or through a nominee) have irrevocably undertaken to do in respect of their own beneficial holdings (and their connected persons') of 215,022 Euromoney Shares (representing, in aggregate, approximately 0.197 per cent. of the Euromoney Shares in issue on 15 July 2022 (being the last Business Day prior to this Announcement)).

Information on Euromoney

· Euromoney is a global information business providing essential B2B information to global and specialist markets through price discovery, market intelligence and events across its segments. 

· Euromoney provides actionable data, analysis, intelligence and access in markets where information and convening participants is valued through three divisions - Fastmarkets, Financial & Professional Services, and Asset Management:

o  Fastmarkets: Provides commodity price benchmarks and analysis critical to customers' business processes and workflows with prices across the supply chain from the creation of the commodity to recycling in the metals and mining, forest products and agriculture markets.

o  Financial & Professional Services: Provides essential and actionable data, market and people intelligence, thought leadership, events, training and news to financial and professional services businesses. Brands include Euromoney, The Deal, Airfinance Journal, Global Capital, Insurance Insider, IJ Global, Capacity Media, ITW, Information Management Network, Structured Retail Products, Total Derivatives, Euromoney TRADEDATA, Global Investor, BoardEx, RelSci, Wealth-X, Wealth Engine and Boardroom Insiders.

o  Asset Management: Provides independent research, runs networks and events that bring asset allocators and asset managers together and provides news and data that are critical for the industry to stay informed. Brands include Institutional Investor, BCA Research and Ned Davis Research (NDR).

· Euromoney has customers in more than 160 countries and over 2,500 employees located in North America, South America, Europe and Asia.

Information on Astorg

· Astorg is a global private equity firm with €17 billion of assets under management.

· Astorg has valuable industry expertise in healthcare, software, business-to-business professional services and technology-based industrial companies and is focused on companies with market leading positions, selling highly differentiated products or services.

· Astorg enjoys a distinctive entrepreneurial culture and has a successful track record in investing in the UK market including investments in Audiotonix, Acturis and LGC.

Information on Epiris

· Epiris is a long established and successful private equity firm based out of London. It has significant experience in B2B information businesses, including its investment in AXIO, a group of seven data, information and events businesses based in North America, Europe and Asia.

·  Epiris focuses particularly on businesses that have been embedded within a larger corporate, where a tailored approach and investment in organic and acquisitive growth can drive a transformation in performance.

· In addition to AXIO, current and former portfolio companies of Epiris include Bonhams, the global auction house; TI Media, the UK consumer publishing business and Audiotonix, a global leader in technology for live events.

Timetable and Conditions

· It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to become the owner of the whole of the issued and to be issued ordinary share capital of Euromoney. The Scheme will be put to Scheme Shareholders at the Court Meeting and to Euromoney Shareholders at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. The implementation of the Scheme must also be approved by Euromoney Shareholders at the General Meeting.

· The Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. The Conditions include the receipt of certain regulatory and anti-trust approvals as further described in this Announcement.

· It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with associated forms of proxy, will be posted to Euromoney Shareholders within 28 days of this Announcement (or such later time as Euromoney, Bidco and the Takeover Panel agree) and the Meetings are expected to be held shortly thereafter following the required notice for these Meetings.

· The Acquisition is currently expected to complete during the fourth quarter of 2022, subject to the satisfaction or where applicable, waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

Commenting on the Acquisition, Leslie Van de Walle, Chair of Euromoney, said:

"The Board believes the offer represents value for shareholders and reflects the attractions of Euromoney's business model and performance. I would like to recognise the exceptional contribution of our people. Their insight, talent and innovation has driven our successful transition to a fast-growing, high margin, 3.0, information-services business."

Commenting on the Acquisition, Euromoney and the Fastmarkets Business, James Davis, Partner, and Michal Lange, Director, at Astorg, said:

"We have tracked Fastmarkets for many years and have long admired its defensible business model, high quality platform and strong growth, and are therefore thrilled to partner with Raju and his team who have grown Fastmarkets into the outstanding Price Reporting Agency it is today. We look forward to providing the additional capital and resources that are required to accelerate Fastmarket's next phase of organic and inorganic growth. This investment further demonstrates Astorg's commitment to backing fast-growing data and software businesses."

Commenting on the Acquisition and Euromoney, Ian Wood and Chris Hanna, Partners of Epiris, said:

"Epiris is an experienced and successful investor in the B2B information space, including some of the components of the broader Euromoney business. Euromoney has a superb portfolio of market leading information and events businesses. We will empower the individual teams of these business and back them with further investment to accelerate growth, both organic and through M&A."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. In particular, the Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

Enquiries:

ASTORG

James Davis Tel: +44 20 3443 8450

Michal Lange

EPIRIS

Ian Wood Tel: +44 20 7214 4200

Chris Hanna

BofA Securities (Joint financial adviser to the Consortium and Bidco)

Geoff Iles Tel: +44 20 7628 1000

George Close-Brooks

Alex Newman

Raymond James (Joint financial adviser to the Consortium and Bidco)

Stuart Sparkes Tel: +44 20 3798 5713

George Watson

Greenbrook (Public relations adviser to the Consortium and Bidco)

Rob White Tel: +44 20 7952 2000

James Madsen Becketts@greenbrookadvisory.com

Matthew Goodman

EUROMONEY

Euromoney Institutional Investor PLC

Wendy Pallot, Chief Financial Officer Tel: +44 (0) 20 7779 8866

Christian Cowley, Head of Investor Relations Tel: +44 (0) 7408 863 420

Goldman Sachs International (Lead financial advisor to Euromoney)

Mark Sorrell Tel: +44 (0) 20 7774 1000

Nick Harper

Khamran Ali

UBS (Financial advisor and corporate broker to Euromoney)

Jonathan Retter +44 (0) 20 7567 8000

Jonathan Rowley

Numis (Corporate broker to Euromoney)

Mark Lander Tel: +44 (0)20 7260 1000

FTI Consulting (Public relations adviser to Euromoney)

Jamie Ricketts Tel: +44 (0) 20 3727 1000

Tom Blundell euromoney@fticonsulting.com

Lucy Highland

Latham & Watkins LLP are retained as legal adviser to the Consortium and Bidco.

Freshfields Bruckhaus Deringer LLP are retained as legal adviser to Euromoney.

Important Notices

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting as financial adviser exclusively for the Consortium and Bidco in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this Announcement, any statement contained herein or otherwise.

Raymond James Financial International Limited ("Raymond James"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to the Consortium and Bidco and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the matters referred to herein. Neither Raymond James nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Raymond James in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for Euromoney and no one else in connection with the Acquisition and will not be responsible to anyone other than Euromoney for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the matters referred to in this Announcement.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority (the "PRA") and subject to regulation by the Financial Conduct Authority and limited regulation by the PRA in the United Kingdom. UBS is providing financial advice to Euromoney and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents of this Announcement or any other matter referred to herein.

Numis Securities ("Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Euromoney and no one else in connection with the Acquisition and will not be responsible to anyone other than Euromoney for providing the protections afforded to clients of Numis Securities nor for providing advice in relation to the Acquisition. Neither Numis Securities nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis Securities in connection with this Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through and on the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Overseas shareholders

This Announcement has been prepared to comply with English law, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Euromoney Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Euromoney Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Euromoney outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Euromoney, Bidco Astorg and Epiris. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies of Astorg, Epiris and/or Bidco and the expansion and growth of Euromoney and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Euromoney.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of Astorg, Epiris, Bidco or Euromoney, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Astorg, Epiris, Bidco or Euromoney or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Astorg, Epiris, Bidco and Euromoney assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for Euromoney in respect of any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per Euromoney Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per Euromoney Share.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Takeover Panel and in accordance with the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Euromoney as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Euromoney's website at www.euromoneyplc.com/investors/offer and on Bidco's website at www.electron-offer.com by no later than 12:00 noon on the Business Day following the date of this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Equiniti, Euromoney's registrar on 0371 384 2951 from within the United Kingdom or on +44 (0) 121 415 0246 if calling from outside the United Kingdom. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications - information for Euromoney Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Euromoney Shareholders, persons with information rights and other relevant persons for the receipt of communications from Euromoney may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

18 July 2022

RECOMMENDED CASH OFFER

by

BECKETTS BIDCO LIMITED

(a newly incorporated company controlled by funds managed and/or advised by Astorg Asset Management S.à r.l., Epiris GP Limited and Epiris GP III Limited)

for

EUROMONEY INSTITUTIONAL INVESTOR PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1. Introduction

The boards of Euromoney Institutional Investor PLC ("Euromoney") and Becketts Bidco Limited ("Bidco"), a newly incorporated entity formed by a consortium of funds managed and/or advised by Astorg Asset Management S.à r.l. ("Astorg"), Epiris GP Limited and Epiris GP III Limited (together, "Epiris") for the purpose of making an offer for Euromoney, are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Euromoney (the "Acquisition").

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, with the consent of the Takeover Panel).

2. The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document, each Euromoney Shareholder will be entitled to receive:

1,461 pence in cash per Euromoney Share (the "Acquisition Price")

The Acquisition values the entire issued and to be issued ordinary share capital of Euromoney at approximately £1,606 million on a fully diluted basis and values Euromoney at approximately £1,661 million on an enterprise value basis.

The Acquisition Price represents a premium of approximately:

· 33.5 per cent. to the Closing Price of £10.94 per Euromoney Share on 17 June 2022, being the undisturbed share price prior to the commencement of an offer period on 20 June 2022;

· 43.5 per cent. to the Volume Weighted Average Price of £10.18 per Euromoney Share during the three month period ended 17 June 2022; and

· 53.7 per cent. to the Volume Weighted Average Price of £9.50 per Euromoney Share during the six month period ended 17 June 2022.

The Acquisition implies an enterprise value multiple of approximately 21.5 times Euromoney's EBITDA for the 12 months to 30 September 2021 and approximately 20.2 times Euromoney's EBITDA for the 12 months to 31 March 2022.

The Euromoney Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Euromoney Shares.

If any dividend or other distribution in respect of the Euromoney Shares is declared, paid or made on or after the date of this Announcement, Bidco reserves the right to reduce the consideration payable for each Euromoney Share under the terms of the Acquisition by the amount per Euromoney Share of such dividend or distribution, in which case any reference in this Announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced.

3. Recommendation

The Euromoney Directors, who have been so advised by Goldman Sachs International and UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Euromoney Directors, Goldman Sachs International and UBS have taken into account the commercial assessments of the Euromoney Directors.

Accordingly, the Euromoney Directors intend to recommend unanimously that Euromoney Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, that Euromoney Shareholders accept such offer), as the Euromoney Directors who hold Euromoney Shares (in a personal capacity or through a nominee) have irrevocably undertaken to do in respect of their own (and their connected persons') beneficial holdings of 215,022 Euromoney Shares (representing, in aggregate, approximately 0.197 per cent. of the Euromoney Shares in issue on 15 July 2022 (being the last Business Day prior to this Announcement)).

4. Background to and reasons for the Acquisition

Astorg and Epiris recognise the progress made by the Euromoney management team in transforming the Company through the creation and implementation of Euromoney's 3.0 strategy. The strategy delivers high quality profitable growth by providing information services embedded in customers' critical workflows through actionable intelligence and insights, that are characterised by resilient and robust recurring subscriptions revenue.

The Company operates in three divisions:

· Fastmarkets is a high-quality business with material opportunities for continued growth, building on its leading position in price benchmarks in the metals market, leadership in forest products and an emerging position in a rapidly developing agriculture segment;

· Financial & Professional Services, including Altrata, has strong, resilient brands, serving multiple markets which are characterised by attractive growth opportunities and include the continued recovery of its events business following the coronavirus pandemic; and

· Asset Management has a robust business in Institutional Investor with a high-quality proposition and position in its market and the research businesses, NDR and BCA Research, which have continued to demonstrate progress with the subscription revenue lines close to returning to growth.

The Consortium strongly believes that:

· the Acquisition will allow the acceleration of the execution of the existing 3.0 strategy within Euromoney's businesses and brands;

· the Company's businesses will benefit from the experienced support and capital of the Consortium; and

· the separation of the group into two businesses with Fastmarkets becoming stand-alone (the "Fastmarkets Separation") will enable the divisions of the Euromoney Group to pursue their various strategies in ways more tailored to their differing financial characteristics and end markets. The separation will also allow for the businesses to be led solely by dedicated management teams and generate efficiencies. Fastmarkets is a high-growth business serving global commodity markets, and the Financial & Professional Services and Asset Management divisions comprise a broader range of businesses, including fast-growing businesses like Altrata and Insurance Insider, and serve a large number of attractive but largely unrelated financial and professional end markets.

Following completion, it is intended that after the Fastmarkets Separation has occurred, Fastmarkets will be owned and controlled by Astorg Funds. The remaining Euromoney Businesses of Financial & Professional Services and Asset Management will operate under the ownership and control of Bidco, majority owned and controlled by the Epiris Funds.

Each of Astorg and Epiris has a robust understanding of the lines of business and the industry dynamics of Fastmarkets, and Financial & Professional Services and Asset Management, respectively, and has a proven track record of successfully integrating and creating long-term value from M&A.

5. Background to and reasons for the recommendation

Euromoney is a global B2B information-services business with a clear purpose, and a focus on its customers and its people. Since the launch of its 3.0 strategy in 2016, Euromoney has built on the long-standing benefit the business has always delivered - bringing clarity to opaque markets to help customers compete successfully and thereby becoming a fast-growing, high-margin, 3.0 information-services subscription business. Euromoney has developed an operating model that is based on its people, data, brands, technology, and financial strength to create and deliver products and services that are embedded in customers' workflow and are scalable, cash-generative and deliver strong, sustained earnings. Euromoney provides actionable data, analysis, intelligence and access through its three divisions in markets where information and convening market participants are valued.

Euromoney is a digital, mainly subscription (70 per cent.) business selling high-value and proprietary data, insight, research, analysis and news. It also runs events and provides marketing services. Euromoney has customers in more than 160 countries and over 2,500 employees located in North America, South America, Europe and Asia.

The Euromoney Board believes that the scale of this transformation and the strength and proven benefits of the Euromoney Group's strategy to create a 3.0 information-services business provide a strong foundation and broad range of opportunities for the continued development and growth of the business and for value creation for shareholders. The strength of Euromoney's brands, customer relationships, products, and the skill and commitment of its people mean that Euromoney can continue to increase the value its businesses deliver to existing customers and to find new customers. In addition, the strong financial characteristics of the Euromoney Group with high cash generation and a robust balance sheet will enable continued investment in the business both organically and through acquisitions. The Euromoney Board's conviction and confidence in this future opportunity and Euromoney's ability to capture and drive value from Euromoney's prospects is demonstrated by the financial framework which was announced in May. This sets out near-term and longer-term targets for the Euromoney Group and its businesses.

The Euromoney Board did not solicit an offer for Euromoney. However, the Euromoney Board regularly considers all options for driving and improving shareholder value. The initial unsolicited proposals received from the Consortium at £11.75, £12.50, £13.10 and £13.50 per Euromoney Share were not at a level the Euromoney Board felt adequately reflected an appropriate valuation of Euromoney and its future prospects. Following the provision of selected information, the Consortium improved its proposal to £14.61 per Euromoney Share in cash. Having reviewed the Consortium's £14.61 proposal with its financial advisers, the Euromoney Board determined the financial terms of this proposal to be fair and reasonable.

In considering the financial terms of the Acquisition and determining whether they reflect an appropriate valuation of Euromoney and its future prospects, the Euromoney Board took into account a number of factors including that:

· the Acquisition reflects the strength of the Euromoney businesses and its future prospects, and provides an opportunity for Euromoney Shareholders to crystallise, in cash, the value of their investments at a fair and reasonable value;

· the Acquisition Price represents an attractive premium of 33.5 per cent. to the closing price on 17 June 2022 (being the last Business Day before the commencement of the Offer Period), 53.7 per cent. to the volume weighted average price in the six months to 17 June 2022, and 59.2 per cent. to the closing price on 11 March 2020, the start of the COVID-19 pandemic;

· the Acquisition Price implies an enterprise value multiple of approximately 21.5 times Euromoney's EBITDA for the 12 months ended 30 September 2021 and approximately 20.2 times Euromoney's EBITDA for the 12 months ended 31 March 2022;

· the certainty of the Acquisition should be weighed against the inherent uncertainty of the delivery of future value that exists in the business, in particular given the current uncertainty in the macroeconomic environment; and

· the Acquisition delivers more risk-adjusted immediate value to Euromoney shareholders than other options considered by the Euromoney Board.

In considering the Acquisition, the Euromoney Board has taken into account the Consortium's stated intentions for the business and its employees.

Following careful consideration of the financial terms of the Acquisition, the combination of value and certainty that the terms of the Acquisition provides to shareholders, and the above factors, the Euromoney Board intends to recommend unanimously the Acquisition to Euromoney Shareholders. The Euromoney Directors who hold or are beneficially entitled to Euromoney Shares have each irrevocably undertaken to vote or procure votes in favour of the Scheme at the Court Meeting and in favour of the Resolutions to be proposed at the Euromoney General Meeting in respect of all of their (and their connected persons') Euromoney Shares, being in aggregate a total of 215,022 Euromoney Shares (representing approximately 0.197 per cent. of the ordinary share capital of Euromoney).

6. Conditions

The Acquisition is conditional, amongst other things, upon:

(a) the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment, postponement or reconvention of such meeting) on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Euromoney with the consent of the Takeover Panel and the Court may allow);

(b) the passing of the Resolutions necessary to implement the Scheme by the requisite majority of Euromoney Shareholders at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Euromoney with the consent of the Takeover Panel may agree and the Court may allow); and

(c) the Regulatory and Anti-trust Approvals.

The attention of Euromoney Shareholders is drawn to the fact that the Acquisition is also conditional on other Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Euromoney Shareholders within 28 days of the date of this Announcement, unless Bidco and Euromoney otherwise agree, and the Takeover Panel consents, to a later date.

7. Irrevocable undertakings

Bidco has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from all of the Euromoney Directors who hold Euromoney Shares (in a personal capacity or through a nominee) in respect of their (and their connected persons') entire beneficial holdings of Euromoney Shares, amounting, in aggregate, to 215,022 Euromoney Shares (representing, in aggregate, approximately 0.197 per cent. of the Euromoney Shares in issue on 15 July 2022 (being the last Business Day prior to this Announcement)).

Further details of these irrevocable undertakings (including details of the circumstances in which they cease to be binding) are set out in Appendix III to this Announcement.

8. Information on Astorg, Epiris and Bidco

Astorg

Formed in 1998, Astorg is a global private equity firm with €17 billion of assets under management. Astorg has valuable industry expertise in healthcare, software, business-to-business professional services and technology-based industrial companies and is focused on companies with market leading positions, selling highly differentiated products or services. Astorg enjoys a distinctive entrepreneurial culture and has a successful track record in investing in the UK market including investments in Audiotonix, Acturis and LGC.

Epiris

Epiris is a long established and successful private equity firm based out of London. It has significant experience in B2B information businesses, including its investment in AXIO, a group of seven data, information and events businesses based in North America, Europe and Asia.

Epiris focuses particularly on businesses that have been embedded within a larger corporate, where a tailored approach and investment in organic and acquisitive growth can drive a transformation in performance.

In addition to AXIO, current and former portfolio companies of Epiris include Bonhams, the global auction house; TI Media, the UK consumer publishing business and Audiotonix, a global leader in technology for live events.

Bidco

Bidco is a newly incorporated company controlled by the Consortium. Bidco has not traded prior to the date of this Announcement, nor has it entered into any obligation other than in connection with the Acquisition.

As at the Effective Date, it is intended that Bidco will be owned and/or controlled in the following proportions: Astorg Funds will indirectly own 73.01 per cent. of Bidco, and Epiris Funds will indirectly own 14.19 per cent. of Bidco. Funds managed or advised by Ares Management Limited (the "Ares Funds") which are providing debt funding to the Consortium, will also be providing equity co-investment, such that the Ares Funds will indirectly own 12.80 per cent. of Bidco at the Effective Date.

9. Information on Euromoney

Euromoney is a global information business providing essential B2B information to global and specialist markets through price discovery, market intelligence and events across its segments. Euromoney provides actionable data, analysis, intelligence and access through the following three divisions in markets where information and convening participants is valued:

· Fastmarkets: Provides commodity price benchmarks and analysis critical to customers' business processes and workflows with prices across the supply chain from the creation of the commodity to recycling in the metals and mining, forest products and agriculture markets.

· Financial & Professional Services: Provides essential and actionable data, market and people intelligence, thought leadership, events, training and news to financial and professional services businesses. Brands include Euromoney, The Deal, Airfinance Journal, Global Capital, Insurance Insider, IJ Global, Capacity Media, ITW, Information Management Network, Structured Retail Products, Total Derivatives, Euromoney TRADEDATA, Global Investor, BoardEx, RelSci, Wealth-X, Wealth Engine and Boardroom Insiders.

· Asset Management: Provides independent research, runs networks and events that bring asset allocators and asset managers together and provides news and data that are critical for the industry to stay informed. Brands include Institutional Investor, BCA Research and Ned Davis Research (NDR).

Euromoney has customers in more than 160 countries and over 2,500 employees located in North America, South America, Europe and Asia.

10. Management, employees, research and development and locations of the Euromoney Group

Strategic plans

As set out in paragraph 4 above, the Consortium strongly believes that the Acquisition will allow the acceleration of the execution of Euromoney's existing 3.0 strategy across the Fastmarkets, Financial & Professional Services and Asset Management businesses in a way that is more tailored to the differing financial characteristics and end markets of those businesses. In addition, the Consortium believes that:

· under Astorg's ownership of the Fastmarkets Business (following the Fastmarkets Separation) and Epiris's majority ownership of the remaining Euromoney Businesses of Financial & Professional Services and Asset Management, each division will have individual operating strategies;

· these strategies, together with the alignment between the investment styles of Astorg and Epiris and the underlying characteristics of Fastmarkets and Financial & Professional Services and Asset Management (respectively) will support the continued success of each of the Euromoney Businesses;

· under the ownership of Astorg, Fastmarkets will, and under the ownership of Epiris, Financial & Professional Services and Asset Management will, be well positioned to undertake successful acquisitions given Astorg and Epiris each have a proven track record of creating long-term value through M&A; and

· the separation of Fastmarkets from Financial & Professional Services and Asset Management will empower the management team of each business and enable them to be incentivised wholly on the basis of the performance of that business.

Fastmarkets Separation

As noted above, following completion of the Acquisition the Consortium intend to separate Euromoney into two businesses with Fastmarkets becoming stand-alone.

Once the Fastmarkets Separation is implemented, Euromoney will be operated and owned as separate entities: (1) the Fastmarkets Business shall be wholly owned and controlled by the Astorg Funds and shall be controlled independently from the remaining Euromoney Businesses; and (2) the remaining Euromoney Businesses of Financial & Professional Services and Asset Management shall operate under the ownership and control of Bidco, majority owned and controlled by the Epiris Funds.

The Fastmarkets Separation is expected to be completed within 12 months following completion of the Acquisition, but this time period is subject to change due to the complexity of the separation and the fact that it has not been possible to undertake full separation planning in the context of a public offer process.

Strategic review, shared services and central functions

While each of the Euromoney Businesses of Fastmarkets, Financial & Professional Services and Asset Management currently operate with individual management and operational teams, across the divisions there are some shared services and functions. In connection with the separation of the Fastmarkets Business from the remaining Euromoney Businesses, it is intended that a detailed review of each business will be undertaken by the Consortium to consider these shared services and functions. This review may identify operating cost benefits that could be derived from the Fastmarkets Separation and in relation to each business on a standalone basis. The Consortium expects the review to be completed within six months after completion of the Acquisition. Prior to this Announcement, consistent with market practice, the Consortium has been granted access to Euromoney's senior management for the purposes of confirmatory due diligence, but the Consortium has not yet had access to all the information required to formulate detailed plans or intentions, including as a result of changes to shared services and/or centralised functions.

Financial & Professional Services and Asset Management review

In addition to the review of the shared services and functions of the Euromoney Businesses referred to above, Epiris intends to undertake a review of the Financial & Professional Services and Asset Management businesses and brands following completion of the Acquisition.

Epiris intends for this review to focus on the optimisation of the brands within the Financial & Professional Services and Asset Management businesses with areas of the review to include possible acquisitions of brands or disposals of non-core assets, and revenue performance and cost efficiency in supporting the management teams of Financial & Professional Services and Asset Management in implementing their existing 3.0 strategies.

Employees and Management

Bidco, Astorg and Epiris attach great value to the skills, experience and deep commitment of the management and employees of Euromoney and believe that they will be a key factor in delivering their existing 3.0 strategies and maximising the long-term success of each of the Euromoney Businesses.

Once Euromoney ceases to be a listed company, a number of public company-related functions will no longer be required and this is expected to result in headcount redeployment or reduction within head-office functions. While the Consortium has not yet had access to the full information required to formulate detailed plans or intentions regarding the roles which may be impacted, headcount reductions within head-office functions will be limited relative to the total number of employees of Euromoney. Once the Fastmarkets Separation is complete all the functions currently undertaken centrally and required by Fastmarkets will need to take place within Fastmarkets and likewise many of the functions currently undertaken centrally will need to be undertaken either within Financial & Professional Services or Asset Management directly. This will result in some individuals being redeployed and a number of central organisational and shared services roles will no longer be required. The Consortium has not yet had access to all the information required to formulate detailed plans or intentions regarding these shared services and/or centralised functions and has not yet identified or developed proposals as to how any related headcount reductions or redeployment of roles will be implemented. The Consortium intends to work with Euromoney's management within the central organisational structures after completion of the Acquisition to (i) seek to effect headcount reductions through natural attrition within the central organisation or Euromoney Businesses, and (ii) identify how individuals in affected roles may potentially be reassigned to other appropriate roles within the Euromoney Businesses prior to or with effect from the Scheme becoming Effective and in anticipation of the Fastmarkets Separation. Any individuals impacted will be treated in a manner consistent with applicable law, including, where relevant, informing and consulting obligations. Astorg and Epiris each expect that total headcount reductions will be non-material relative to the total number of employees of Euromoney.

Other than the potential changes noted above in relation to public company-related functions, centralised organisation and shared services, and the review of the businesses and brands referenced above, Astorg and Epiris each do not intend that the balance of skills or functions of employees of Euromoney will materially change. The employing entity of certain persons may change, however, the terms and conditions of employment for such persons will not materially change.

After the Fastmarkets Separation (i) Astorg intends that the number of employees specifically deployed to the Fastmarkets Business of Euromoney, the balance of skills and functions of such persons and their terms and conditions of employment will not materially change; and (ii) Epiris intends that the number of employees specifically deployed to the remaining Euromoney Businesses of Financial & Professional Services and Asset Management, the balance of skills and functions of such persons and their terms and conditions of employment will not materially change.

The Fastmarkets Separation may, however, result in the employing entity of a number of employees changing. Employees performing functions within the Fastmarkets Business who are currently employed by Financial & Professional Services and/or Asset Management or employed centrally may transfer to the Fastmarkets Business, and employees performing functions within the Financial & Professional Services and/or Asset Management businesses or brands who are currently employed within a Fastmarkets entity may transfer to a Financial & Professional Services or Asset Management entity.

Upon the Scheme becoming Effective, all of the non-executive directors of Euromoney shall resign and from that point will cease to be directors of Euromoney.

The Board of Bidco confirms that, upon the Scheme becoming Effective, the existing contractual and statutory employment rights, including pension rights, of all management and employees of the Euromoney Group will be fully safeguarded.

Pension schemes

A company in the Euromoney Group operates the Metal Bulletin PLC Pension Scheme (the "MBPS"), which is a UK defined benefit pension arrangement operated for the benefit of certain of the Euromoney Group's current and former employees. The MBPS is closed to new entrants but remains open to future benefit accrual for two Euromoney Group employees.

In addition, a company in the Euromoney Group is a non-principal participating employer in the Harmsworth Pension Scheme (the "HPS") and the Daily Mail & General Trust AVC Plan (the "AVC Plan"), with its participation in these plans operating for the benefit of certain of the Euromoney Group's current and former employees. The HPS and AVC Plan are UK defined benefit pension arrangements which are principally sponsored by Daily Mail & General Trust ("DMGT") and in which one or more DMGT companies participate alongside the Euromoney Group company. The HPS and AVC Plan are closed to new entrants and future benefit accrual. 

Euromoney understands that DMGT is in the process of transferring the assets and liabilities of the AVC Plan into the HPS. Euromoney does not intend to take any action to prevent such a transfer taking place. In addition, Euromoney has been considering potential options for ceasing its participation in the HPS and has made contact with the trustee of the HPS in that regard.

Euromoney acts as a guarantor of both the MBPS and the HPS in relation to certain liabilities owed by the relevant Euromoney Group companies to these two pension arrangements. However, as noted below, the Fastmarkets Separation may result in the existing Euromoney guarantee for certain liabilities owed by the relevant Euromoney Group company sponsoring employer to the MBPS automatically terminating in accordance with its terms. If so, Bidco, Astorg and Epiris intend to: (i) discuss any appropriate replacement financial support with the trustees of the MBPS before the Fastmarkets Separation takes effect; and (ii) seek to agree any such appropriate financial support with the MBPS trustees before, or as soon as possible after, the Fastmarkets Separation takes effect.

Euromoney Group companies also operate or participate in certain other pension arrangements for the benefit of their eligible employees, including one or more defined contribution arrangements in the UK.

Bidco, Astorg and Epiris each recognise the importance of upholding the Euromoney Group's pension obligations and ensuring that all of the Euromoney Group's pension schemes, including the MBPS, HPS and AVC Plan, are funded in accordance with any applicable legal obligations, including statutory requirements and their governing documentation (as amended from time to time), and the terms of any schedule of contributions, recovery plan or other funding arrangement which is in place or agreed with the trustees of the MBPS, HPS and AVC Plan (as relevant) from time to time. Bidco, Astorg and Epiris are mindful of the need to consider the impact of the Acquisition and Fastmarkets Separation on the MBPS, the HPS and the AVC Plan and the financial covenant supporting those arrangements, and plan to discuss this with the trustees of each of these pension plans in due course following the publication of this Announcement and before the Acquisition and Fastmarkets Separation take effect.

Bidco, Astorg and Epiris have only been able to undertake a limited amount of confirmatory due diligence on the MBPS, HPS and AVC Plan in the context of a public offer process and as a result, have not yet engaged with the trustees thereof. Subject to further due diligence and engagement with the trustees and other than as described above, Bidco, Astorg and Epiris do not intend to: (i) make any material changes to the terms and conditions of the MBPS, HPS, AVC Plan or any other Euromoney pension scheme; (ii) change the level of employer contributions, including with regard to the current arrangements for the funding of the MBPS and HPS scheme deficits (and as may otherwise be agreed from time to time with the trustees of the MBPS, the HPS and/or the AVC Plan or which otherwise may be required under any applicable legal obligations from time to time) or (iii) re-open the MBPS, HPS or AVC Plan to new members or the HPS or AVC Plan to future benefit accrual, or to close the MBPS to future benefit accrual (although either or both of the MBPS active members may become a deferred member of the MBPS by virtue of transferring employment to an employer which does not participate in the MBPS pursuant to implementation of the Fastmarkets Separation).

The Consortium has not yet had access to the full information required to formulate detailed plans or intentions regarding whether the implementation of the Fastmarkets Separation may necessitate or otherwise result in changes to the identity of the sponsoring employers or guarantor of the MBPS, the HPS and/or the AVC Plan. However, based on a preliminary assessment in light of the identity of the existing Euromoney Group sponsoring employers of each of the MBPS, HPS and AVC Plan, Bidco, Astorg and Epiris anticipate that: (i) the MBPS would sit at the Fastmarkets Business following the Fastmarkets Separation and, if so, the existing Euromoney guarantee for the MBPS would be expected to terminate automatically in accordance with its terms; and (ii) the HPS and AVC Plan would sit at the remaining Euromoney Businesses following the Fastmarkets Separation, in each case, without any change to the identity of the existing Euromoney Group company sponsoring employers of any of these three pension arrangements.

Bidco, Astorg and Epiris intend to: (i) discuss the impact of the Fastmarkets Separation, including any impact on the Euromoney guarantee for the MBPS, with the trustees of the relevant plan (and where relevant, DMGT) in advance of the Fastmarkets Separation taking effect; and (ii) where relevant, seek to agree any potential appropriate replacement financial support for the MBPS, HPS or AVC Plan (as relevant) with the trustees of these pension arrangements (and where relevant, DMGT) before, or as soon as possible after, the Fastmarkets Separation takes effect.  

Bidco, Astorg and Epiris look forward to starting their engagement with the trustees of the MBPS, HPS and the AVC Plan in relation to the Acquisition and Fastmarkets Separation in due course following the publication of this Announcement, and to developing a positive and supportive relationship with the trustees in the period prior to and following completion of the Acquisition.

Incentivisation and retention arrangements

Bidco, Astorg and Epiris believe that the ongoing participation of senior management of each of the Euromoney Businesses is very important to the future success of those businesses. Accordingly, Astorg intends to put in place appropriate incentivisation and retention arrangements for selected members of senior management of Fastmarkets, and Epiris intends to put in place such arrangements for selected members of the senior management of Financial & Professional Services and Asset Management. No discussions in relation to any such arrangements have yet taken place. 

Location of business, fixed assets and headquarters; research and development

Other than those changes which may occur as a result of the implementation of the Fastmarkets Separation, neither Bidco, Astorg or Epiris have plans to materially change the locations of business or working practices of Euromoney beyond any ordinary course changes planned by the current management of Euromoney. Bidco, Astorg and Epiris intend to continue to support flexible working arrangements, which the current management of Euromoney have successfully introduced in recent years within the implementation of Euromoney's 3.0 strategy. There is no intention to change the headquarter locations of the Euromoney Business; however, Bidco, Astorg and Epiris intend to continue to implement the current management's reduction of office footprint in London and New York (as mentioned in Euromoney's half-year results announcement dated 19 May 2022) to reflect the needs of the Euromoney Businesses.

Neither Astorg nor Epiris intends to redeploy the fixed assets of the Fastmarkets Business (in the case of Astorg) or Financial & Professional Services and Asset Management (in the case of Epiris), or to make any material changes to any research and development function of the Fastmarkets Business or Financial & Professional Services and Asset Management (respectively).

Trading facilities

The Euromoney Shares are currently admitted to trading on the London Stock Exchange's Main Market, and, as set out in paragraph 15, an application will be made to the London Stock Exchange to cancel the trading of Euromoney Shares on the Main Market and to the FCA for the cancellation of trading of the Euromoney Shares on the Official List and re-register Euromoney as a private company.

11. Financing

The cash consideration payable to the Euromoney Shareholders under the terms of the Acquisition will be financed through a combination of funds committed to Bidco of (i) equity financing drawn down from the Astorg Funds, Epiris Funds and Ares Funds; and (ii) debt financing to be provided under certain term loan facilities made available to Bidco by the Ares Funds.

BofA Securities and Raymond James, each in its capacity as financial adviser to the Consortium and Bidco, are satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Euromoney Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

12. Offer-related arrangements

Confidentiality Agreement

Astorg, Epiris and Euromoney entered into a confidentiality agreement dated 23 May 2022 pursuant to which, amongst other things, Astorg and Epiris have undertaken to: (a) subject to certain exceptions, keep confidential information relating to Euromoney confidential and not to disclose it to third parties; and (b) use such confidential information only in connection with the Acquisition. The confidentiality obligations remain in force notwithstanding termination of discussions relating to the Acquisition. The Confidentiality Agreement further includes standstill obligations which restricted Astorg or Epiris from acquiring or offering to acquire interest in certain securities of Euromoney; those restrictions ceased to apply on the making of this Announcement.

Co-operation Agreement

Bidco and Euromoney entered into a co-operation agreement on or around the date of this Announcement (the "Co-operation Agreement") in connection with the Acquisition.

Pursuant to the Co-operation Agreement, each of Bidco and Euromoney has agreed to co-operate with each other for the purposes of obtaining all regulatory approvals and preparing the Scheme Document. Bidco has also entered into commitments in relation to obtaining all necessary regulatory clearances. The Co-operation Agreement also contains certain provisions regarding a switch to implement the Acquisition by way of a Takeover Offer.

The Co-operation Agreement will terminate in a number of customary circumstances, including if the Acquisition is withdrawn or lapses, if the Acquisition does not complete before the Long Stop Date, at Bidco's election if the Euromoney Directors withdraw their recommendation of the Acquisition or if the Euromoney Directors recommend a competing proposal, or if the Scheme is not approved by Euromoney Shareholders or sanctioned by the Court, or otherwise as agreed between Bidco and Euromoney. The Co-operation Agreement also contains provisions that will apply in respect of certain employee-related matters and the Euromoney Share Plans.

13. Structure of the Acquisition

Scheme

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between Euromoney and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to become the owner of the whole of the issued and to be issued ordinary share capital of Euromoney. Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Bidco in consideration for which the Scheme Shareholders will receive cash consideration pursuant to the Scheme.

Approval by Court Meeting and General Meeting

To become Effective, the Scheme requires, amongst other things, the:

(a) approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

(b) approval by the requisite majority of the Euromoney Shareholders of the Resolutions at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

Application to Court to sanction the Scheme

Once the approvals have been obtained at the Court Meeting and the General Meeting and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Sanction Hearing before it can become Effective.

The Scheme will become Effective in accordance with its terms on delivery of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme.

The Scheme will contain a provision for Bidco and Euromoney to consent jointly, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose.

Full details of the Scheme to be set out in the Scheme Document

The Scheme Document will include full details of the Scheme, including the expected timetable and the action to be taken by Scheme Shareholders. The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Code, the Takeover Panel, the Listing Rules, the FCA and the Registrar of Companies.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Euromoney Shareholders within 28 days of the date of this Announcement, unless Bidco and Euromoney otherwise agree, and the Takeover Panel consents, to a later date. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Euromoney's website at www.euromoneyplc.com/investors/offer and on Bidco's website at www.electron-offer.com.

At this stage, subject to the satisfaction or where applicable, waiver of the Conditions and certain further terms set out in Appendix I, Bidco and Euromoney expect the Acquisition to become Effective during the fourth quarter of 2022.

If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Bidco and Euromoney may, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition will not proceed (unless the Takeover Panel otherwise consents).

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Takeover Panel and in accordance with the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Euromoney as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in paragraph 5 of Part B of Appendix I to this Announcement.

14. Euromoney Share Plans

Participants in the Euromoney Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Euromoney Share Plans and, where relevant, appropriate proposals will be made to such participants pursuant to Rule 15 of the Code in due course. Details of these proposals will be set out in separate letters to be sent to participants in the Euromoney Share Plans. Further details of the impact of the Acquisition on each of the Euromoney Share Plans will be set out in the Scheme Document.

15. De-listing and re-registration

Prior to the Scheme becoming Effective, Euromoney will make an application to the London Stock Exchange for the cancellation of trading of the Euromoney Shares on the Main Market, and to the FCA for the cancellation of the listing of Euromoney Shares on the Official List, in each case to take effect from or shortly after the Effective Date. The last day of dealings in Euromoney Shares on the Main Market is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.

Upon the Scheme becoming Effective, share certificates in respect of the Euromoney Shares will cease to be valid and should be destroyed. In addition, entitlements to Euromoney Shares held within the CREST system will be cancelled on the Effective Date.

As soon as practicable after the Effective Date, it is intended that Euromoney will be re-registered as a private limited company under the relevant provisions of the Companies Act.

16. Disclosure of interests in Euromoney

As at the close of business on 15 July 2022, being the last Business Day prior to this Announcement, save for the irrevocable undertakings referred to in paragraphs 3 (Recommendation) and 7 (Irrevocable undertakings) above, neither Bidco, nor any of its directors, not so far as Bidco is aware, any person acting, or deemed to be acting, in concert with Bidco:

(a) had an interest in, or right to subscribe for, relevant securities of Euromoney;

(b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Euromoney;

(c) had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Euromoney; or

(d) had borrowed or lent any Euromoney Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 to Rule 4.6 of the Code).

Furthermore, save for the irrevocable undertakings described in paragraph 7 (Irrevocable undertakings) above, no arrangement exists between Bidco or Euromoney or a person acting in concert with Bidco or Euromoney in relation to Euromoney Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Euromoney Shares which may be an inducement to deal or refrain from dealing in such securities.

17. Documents on display

Copies of this Announcement and the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on Euromoney's website at www.euromoneyplc.com/investors/offer and on Bidco's website at www.electron-offer.com  until the end of the Offer Period:

· this Announcement;

· the Confidentiality Agreement;

· the irrevocable undertakings referred to in paragraph 7;

· the Co-operation Agreement;

· the Consortium Agreement;

· the Subscription Agreement;

· equity commitment letters from the Astorg Funds and Epiris Funds, each in favour of Bidco dated on or around 18 July 2022 entered into in relation to the equity financing of the Acquisition referred to in paragraph 11 above; and

· the Interim Facilities Agreement.

18. General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Euromoney Shareholders within 28 days of the date of this Announcement, (or by such later date as Bidco and Euromoney may agree, with the consent of the Takeover Panel).

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, Euromoney Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

Each of BofA Securities, Raymond James, Goldman Sachs International, UBS and Numis have given and not withdrawn their consent to the inclusion in this Announcement of the references to their names in the form and context in which they appear.

Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

Enquiries:

ASTORG

James Davis Tel: +44 20 3443 8450

Michal Lange

EPIRIS

Ian Wood Tel: +44 20 7214 4200

Chris Hanna

BofA Securities (Joint financial adviser to the Consortium and Bidco)

Geoff Iles Tel: +44 20 7628 1000

George Close-Brooks

Alex Newman

Raymond James

(Joint financial adviser to the Consortium and Bidco)

Stuart Sparkes Tel: +44 20 3798 5713

George Watson

Greenbrook (Public relations adviser to the Consortium and Bidco)

Rob White Tel: +44 20 7952 2000

James Madsen Becketts@greenbrookadvisory.com

Matthew Goodman

EUROMONEY

Euromoney Institutional Investor PLC

Wendy Pallot, Chief Financial Officer Tel: +44 (0) 20 7779 8866

Christian Cowley, Head of Investor Relations Tel: +44 (0) 7408 863 420

Goldman Sachs International (Lead financial advisor to Euromoney)

Mark Sorrell Tel: +44 (0) 20 7774 1000

Nick Harper

Khamran Ali

UBS (Financial advisor and corporate broker to Euromoney)

Jonathan Retter Tel: +44 (0) 20 7567 8000

Jonathan Rowley

Numis (Corporate broker to Euromoney)

Mark Lander Tel: +44 (0)20 7260 1000

FTI Consulting (Public relations adviser to Euromoney)

Jamie Ricketts Tel: +44 (0) 20 3727 1000

Tom Blundell euromoney@fticonsulting.com

Lucy Highland

Latham & Watkins LLP are retained as legal adviser to the Consortium and Bidco.

Freshfields Bruckhaus Deringer LLP are retained as legal adviser to Euromoney.

Important Notices

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting as financial adviser exclusively for the Consortium and Bidco in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this Announcement, any statement contained herein or otherwise.

Raymond James Financial International Limited ("Raymond James"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to the Consortium and Bidco and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the matters referred to herein. Neither Raymond James nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Raymond James in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for Euromoney and no one else in connection with the Acquisition and will not be responsible to anyone other than Euromoney for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the matters referred to in this Announcement.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority (the "PRA") and subject to regulation by the Financial Conduct Authority and limited regulation by the PRA in the United Kingdom. UBS is providing financial advice to Euromoney and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents of this Announcement or any other matter referred to herein.

Numis Securities ("Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Euromoney and no one else in connection with the Acquisition and will not be responsible to anyone other than Euromoney for providing the protections afforded to clients of Numis Securities nor for providing advice in relation to the Acquisition. Neither Numis Securities nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis Securities in connection with this Announcement, any statement contained herein or otherwise.

Overseas shareholders

This Announcement has been prepared for the purpose of complying with English law, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Euromoney Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Euromoney Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer in accordance with the terms of the Co-operation Agreement, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Euromoney outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Euromoney, Bidco Astorg and Epiris. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies of Astorg, Epiris and/or Bidco and the expansion and growth of Euromoney and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Euromoney.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of Astorg, Epiris, Bidco or Euromoney, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Astorg, Epiris, Bidco or Euromoney or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Astorg, Epiris, Bidco and Euromoney assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for Euromoney in respect of any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per Euromoney Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per Euromoney Share.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Takeover Panel and in accordance with the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Euromoney as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Euromoney's website at www.euromoneyplc.com/investors/offer and on Bidco's website at www.electron-offer.com by no later than 12:00 noon on the Business Day following the date of this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Equiniti, Euromoney's registrar on 0371 384 2951 from within the United Kingdom or on +44 (0) 121 415 0246 if calling from outside the United Kingdom. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications - information for Euromoney Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Euromoney Shareholders, persons with information rights and other relevant persons for the receipt of communications from Euromoney may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

APPENDIX I

CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS

Part A: Conditions of the Scheme and the Acquisition

1. The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the Code, by not later than 11:59 p.m. on the Long Stop Date.

2. The Scheme shall be subject to the following conditions:

(a) (i) its approval by a majority in number of the Scheme Shareholders who are on the register of members of Euromoney at the Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders, and (ii) such Court Meeting (and any separate class meeting which may be required) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Euromoney may agree with the consent of the Takeover Panel and the Court may allow);

(b) (i) the passing of the Resolutions necessary in order to implement the Scheme by the requisite majority of Euromoney Shareholders at the General Meeting (or any adjournment thereof), and (ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Euromoney may agree and the Court may allow);

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Bidco and Euromoney); and

(d) delivery of a copy of the Court Order to the Registrar of Companies.

3. In addition, subject as stated in Part B below and to the requirements of the Takeover Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Sanction Hearing) or, where relevant, waived in writing prior to the Scheme being sanctioned by the Court: 

Regulatory and Anti-trust

United Kingdom - regulatory

(a) each of Bidco and any other person who is to acquire or increase control over Zanbato UK Limited for the purposes of Part XIII of FSMA at completion of the Acquisition having given notice to the FCA under section 178 of FSMA, and the FCA:

(i) having given notice in writing of its unconditional approval of the acquisition or increase of control by each such person in accordance with section 189(4)(a) of FSMA; or

(ii) having given notice in writing that it approves the acquisition or increase of control by each such person subject to conditions in accordance with section 189(7) of FSMA, where those conditions are reasonably satisfactory to Bidco; or

(iii) being treated as having approved the acquisition or increase of control by each such person in accordance with section 189(6) of FSMA,

Cyprus - anti-trust

(b) either: (i) the Cyprus Commission for Protection of Competition having waived its jurisdiction over the Acquisition; (ii) the Cyprus Commission for Protection of Competition having issued a legally binding decision declaring that the Acquisition is compatible with the operation of competition in the market; (iii) the Cyprus Commission for Protection of Competition having been deemed to have approved the Acquisition; (iv) if the Cyprus Commission for Protection of Competition proceeds to a full investigation of the Acquisition, the Cyprus Commission for Protection of Competition has decided to approve the Acquisition with or without the attachment thereto of any specific terms and relevant commitments; or (v) if the Cyprus Commission for Protection of Competition proceeds to a full investigation of the Acquisition, the Cyprus Commission for Protection of Competition having been deemed to have approved the Acquisition;

United States - anti-trust

(c) all applicable filings having been made and all applicable waiting periods under the Hart Scott Rodino Antitrust Improvements Act of 1976 (as amended), and the regulations made thereunder relating to the Acquisition, having expired, lapsed or been terminated,

and such approval (or deemed approval) remaining valid and in full force and effect as at the date of completion of the Acquisition;

Third Party Regulatory action

(d) save in respect of any Regulatory and Anti-trust Approval, no Third Party having decided, threatened or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case to an extent or in a manner which is material in the context of the Acquisition, the Wider Euromoney Group or the Wider Bidco Group, as the case may be, in each case, taken as a whole):

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Euromoney Group of all or any material part of their respective businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 and Part 28 of the Companies Act, in the event that Bidco elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider Bidco Group or the Wider Euromoney Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Euromoney Group or any asset owned by any Third Party (other than in connection with the implementation of the Acquisition);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities (or the equivalent) in Euromoney or on the ability of any member of the Wider Euromoney Group or any member of the Wider Bidco Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider Euromoney Group;

(iv) result in any member of the Wider Euromoney Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any names under which it currently carries on business;

(v) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Euromoney by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require material amendment to the terms of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of Euromoney by any member of the Wider Bidco Group;

(vi) impose any material limitation on, or result in material delay in, the ability of any member of the Wider Bidco Group or any member of the Wider Euromoney Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Euromoney Group;

(vii) require any member of the Wider Euromoney Group to relinquish, terminate or amend in any material way any material contract to which any member of the Wider Euromoney Group or the Wider Bidco Group is a party;

(viii) require any member of the Wider Bidco Group or any member of the Wider Euromoney Group or any of their respective affiliates to: (A) invest, contribute or loan any capital or assets to; or (B) guarantee or pledge capital assets for the benefit of any member of the Wider Bidco Group or any member of the Wider Euromoney Group, which in each such case or together is material and adverse in the context of any member of the Wider Bidco Group or any member of the Wider Euromoney Group or in the context of the Acquisition; or

(ix) otherwise materially adversely affect all or any of the business, value, assets, liabilities, profits, operational performance, financial or trading position or prospects of any member of the Wider Euromoney Group or any member of the Wider Bidco Group;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Euromoney Shares or other securities in, or control or management of, Euromoney or otherwise intervene having expired, lapsed or been terminated;

Other regulatory approvals

(e) each Governmental Entity, which regulates or licences any member of the Euromoney Group or any other body corporate in which any member of the Euromoney Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the Euromoney Group is required, or any Governmental Entity from whom one or more material licences or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to Bidco), and in each case the impact of which would materially adversely affect the Wider Euromoney Group or the Wider Bidco Group, taken as a whole;

Notifications, waiting periods and authorisations

(f) all material notifications, filings or applications which are necessary or considered appropriate or desirable by both Bidco and Euromoney (acting reasonably) having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in respect of the Scheme and the Acquisition and all Authorisations deemed reasonably necessary by Bidco in any jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 2 of Part 28 of the Companies Act, the Acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Euromoney or any other member of the Wider Euromoney Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Euromoney Group or the Wider Bidco Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider Euromoney Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

Euromoney Shareholder resolution

(g) except with the consent or the agreement of Bidco, no action having been taken or proposed by any member of the Euromoney Group, or having been approved by a resolution of Euromoney Shareholders, or consented to by the Takeover Panel, which falls within or under Rule 21.1 of the Code;

Certain matters arising as a result of any arrangement, agreement, etc.

(h) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Euromoney Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in Euromoney or because of a change in the control or management of any member of the Wider Euromoney Group or otherwise, would or might reasonably be expected to result in (in each case to an extent or in a manner which is material in the context of the Wider Euromoney Group taken as a whole):

(i) any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any such member being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being terminated, taken or arising thereunder;

(iv) any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v) the rights, liabilities, obligations, interests or business of any such member under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider Euromoney Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) any assets or interests of, or any asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

(viii) the financial or trading position or prospects of, any such member being prejudiced or adversely affected; or

(ix) the creation or acceleration of any material liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Euromoney Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions (h)(i) to (ix) above, in each case which is or would be material in the context of the Wider Euromoney Group taken as a whole;

Certain events occurring since 30 September 2021

(i) except as Disclosed, no member of the Wider Euromoney Group having since 30 September 2021:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Euromoney Shares out of treasury (except, where relevant, as between Euromoney and wholly-owned subsidiaries of Euromoney or between the wholly-owned subsidiaries of Euromoney);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Euromoney to Euromoney or any of its wholly-owned subsidiaries;

(iii) other than pursuant to the Acquisition (and except for transactions between Euromoney and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Euromoney and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Euromoney Group taken as a whole or in the context of the Acquisition;

(iv) except for transactions between Euromoney and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Euromoney and transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) except for transactions between Euromoney and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Euromoney issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which in any such case is material in the context of the Wider Euromoney Group taken as a whole or in the context of the Acquisition;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of an onerous nature or magnitude, otherwise than in the ordinary course of business and in each case to an extent which is material in the context of the Wider Euromoney Group taken as a whole;

(vii) entered into or materially varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director of Euromoney;

(viii) establish any share option scheme, incentive scheme or other benefit in respect of the Wider Euromoney Group;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, as between Euromoney and wholly-owned subsidiaries of Euromoney or between the wholly-owned subsidiaries of Euromoney);

(x) waived, compromised or settled any claim other than in the ordinary course of business and which is material in the context of the Wider Euromoney Group as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Euromoney Group and any other person in a manner which would or might have a material adverse effect on the financial position of the Wider Euromoney Group taken as a whole;

(xii) save as required in connection with the Acquisition, made any material alteration to its memorandum, articles of association or other incorporation documents or any material alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider Euromoney Group which is material in the context of the Scheme or the Acquisition or the acquisition by Bidco or any shares or other securities in, or in control of, Euromoney, or any member of the Wider Euromoney Group;

(xiii) except in relation to the HPS and the AVC Plan or as required in accordance with applicable law, made, agreed or consented to any significant change to: (A) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Euromoney Group for its directors, employees or their dependents; (B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder; (C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or (D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made, agreed or consented to, in each case other than such changes as may be made in the ordinary course of business;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Euromoney Group taken as a whole;

(xv) (other than in respect of a member of the Wider Euromoney Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) (except for transactions between Euromoney and its wholly-owned subsidiaries or between the wholly-owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, which in any such case is material in the context of the Wider Euromoney Group as a whole or in the context of the Acquisition; or

(xviii) otherwise than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (i) and which is material in the context of the Wider Euromoney Group taken as a whole;

No adverse change, litigation, regulatory enquiry or similar

(j) except as Disclosed, since 30 September 2021 there having been:

(i) no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change in, the business, value, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance or prospects of any member of the Wider Euromoney Group which is material in the context of the Wider Euromoney Group taken as a whole or in the context of the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Euromoney Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Euromoney Group, in each case which would reasonably be expected to have a material adverse effect on the Wider Euromoney Group taken as a whole or in the context of the Acquisition;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Euromoney Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Euromoney Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider Euromoney Group taken as a whole or in the context of the Acquisition;

(iv) no contingent or other liability having arisen or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position, profits or operational performance of any member of the Wider Euromoney Group to an extent which is material in the context of the Wider Euromoney Group taken as a whole or in the context of the Acquisition;

(v) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Euromoney Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider Euromoney Group taken as a whole or in the context of the Acquisition; and

(vi) no member of the Wider Euromoney Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider Euromoney Group taken as a whole;

No discovery of certain matters regarding information and liabilities, corruption, intellectual property and environmental liabilities

(k) except as Disclosed, Bidco not having discovered that:

(i) any financial, business or other information concerning the Wider Euromoney Group announced publicly and delivered by or on behalf of Euromoney through a regulatory news service prior to the date of this Announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider Euromoney Group taken as a whole or in the context of the Acquisition;

(ii) any member of the Wider Euromoney Group, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider Euromoney Group taken as a whole or in the context of the Acquisition;

(iii) any past or present member, director, officer or employee of the Wider Euromoney Group, or any other person for whom any such person may be liable or responsible, has not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv) any past or present member, director, officer or employee of the Wider Euromoney Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US or EU persons are prohibited from engaging in activities or doing business by US or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury and Customers, or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states;

(v) any asset of any member of the Wider Euromoney Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(vi) no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider Euromoney Group, including: (A) any member of the Wider Euromoney Group losing its title to any intellectual property or any intellectual property owned by the Wider Euromoney Group being revoked, cancelled or declared invalid, (B) any agreement regarding the use of any intellectual property licensed to any member of the Wider Euromoney Group being terminated or varied, or (C) any member of the Wider Euromoney Group being found to have infringed the intellectual property rights of a third party, in each case which is material in the context of the Wider Euromoney Group taken as a whole or in the context of the Acquisition; or

(vii) in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco-systems, any past or present member of the Wider Euromoney Group, in a manner or to an extent which is material in the context of the Wider Euromoney Group, (i) has committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (ii) has incurred any material liability (whether actual or contingent) to any Third Party; and/or (iii) is reasonably likely to incur any material liability (whether actual or contingent), or is required, to make good, remediate, repair, re-instate or clean up the environment (including any property) in each case of (i), (ii) or (iii) which such liability or requirement would be material to the Wider Euromoney Group taken as a whole.

Part B: Waiver and invocation of the Conditions

1. Subject to the requirements of the Takeover Panel, Bidco reserves the right in its sole discretion to waive all or any of the Conditions as set out in Part A of this Appendix I except Conditions 2(a)(i), (2)(b)(i), 2(c) and 2(d) which cannot be waived. The deadlines in any of Conditions 1, 2(a)(ii) and 2(b)(ii) may be extended to such later date as may be agreed in writing by Bidco and Euromoney (with the consent of the Takeover Panel and/or approval of the Court, if such consent and/or approval is required). If any of Conditions 1, 2(a)(ii) and 2(b)(ii) is not satisfied by the deadline specified in the relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadline or agreed with Euromoney extend the relevant deadline.

2. Bidco shall be under no obligation to waive (if capable of waiver) or treat as satisfied any of the Conditions by a date earlier than the Long-Stop Date or (if earlier) the date of the Sanction Hearing, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may or not be capable of fulfilment.

3. Subject to paragraph 4 below, under Rule 13.5(a) of the Code, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Takeover Panel. The Takeover Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of a material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time the relevant circumstances arise.

4. Conditions 1 and 2 of Part A of this Appendix I (and any Takeover Offer acceptance condition adopted on the basis specified in Part C of this Appendix I) will not be subject to Rule 13.5(a) of the Code.

5. Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.

6. The Scheme will not become effective unless the Conditions have been fulfilled or (to the extent capable of waiver) waived or, where appropriate, have been determined by Bidco to be or remain satisfied by no later than the Long Stop Date.

7. If the Takeover Panel requires Bidco to make an offer or offers for any Euromoney Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of the Rule.

8. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Part C: Implementation by way of a Takeover Offer

1. Bidco reserves the right to elect (with the consent of the Takeover Panel) to implement the Acquisition by making, directly or indirectly through a subsidiary or nominee of Bidco, a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms or, unless Bidco otherwise determines and subject to the consent of the Takeover Panel, on such other terms being no less favourable, subject to appropriate amendments, as far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 75 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage, being more than 50 per cent., as Bidco may decide with the consent of the Takeover Panel).

Part D: Certain further terms of the Acquisition

1. Bidco reserves the right to implement the Acquisition through any other entity owned and/or controlled by Astorg or Epiris from time to time, provided that implementation of the Acquisition by any such entity would not prevent or materially delay the satisfaction of any of the Conditions or otherwise prevent or materially delay the Acquisition. 

2. The Euromoney Shares shall be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Euromoney Shares.

3. If, on or after the date of this Announcement and prior to or on the Effective Date, any dividend, distribution or other return of value is declared, paid or made or becomes payable by Euromoney and with a record date on or prior to the Effective Date, Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Takeover Panel, to invoke Condition 3(i)(ii) of Part A of this Appendix I) to reduce the consideration payable under the Acquisition to reflect the aggregate amount of such dividend, distribution or other return of value or excess. In such circumstances, Euromoney Shareholders would be entitled to retain any such dividend, distribution or other return of value declared, made or paid. If and to the extent that any such dividend, distribution or other return of value is paid or made on or prior to the Effective Date and Bidco exercises its rights under this paragraph to reduce the consideration payable under the Acquisition, any reference in this Announcement to the consideration payable under the terms of the Acquisition shall be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph 2 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

4. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any Euromoney Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

5. Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

6. The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix I and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the Listing Rules and the provisions of the Code.

7. This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by the laws of England and Wales and be subject to the jurisdiction of the English Courts and to the Conditions set out above. The Acquisition will be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange, the Listing Rules, the FCA and the Registrar of Companies.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used:

(a) the value attributed to the fully diluted issued share capital of Euromoney of £1,606 million is based on a value of £14.61 per Euromoney Share, and:

(i) 109,291,212 Euromoney Shares in issue (excluding treasury shares) on 15 July 2022 (being the last Business Day prior to the date of this Announcement); plus

(ii) 628,634 Euromoney Shares which (on the basis that the Acquisition completes by the end of the fourth quarter of 2022) may be issued on or after this Announcement on the exercise of options or vesting of awards under the Euromoney Share Plans, net of shares comprising the Euromoney Employee Share Trust of 1,139,807 and Euromoney Publications Plc Employees' Share Ownership Plan Trust of 58,976 shares; 

(b) the enterprise value of £1,661 million is calculated by reference to the fully diluted equity plus pro forma net debt of £55.6 million as at 31 March 2022, with pro forma net debt comprising the below from the unaudited consolidated balance of Euromoney as of that date, unless otherwise stated:

(i) non-current lease liabilities of £49.7 million;

(ii) current lease liabilities of £9.1 million;

(iii) acquisition commitments of £0.1 million;

(iv) deferred consideration of £1.9 million;

(v) cash and cash equivalents of £12.5 million;

(vi) dividend payments of £6.6 million as declared on 19 May 2022; and

(vii) cash compensation for the Euromoney SAYE Scheme 2009 as defined in the Co-operation Agreement of £0.7 million;

(c) The implied enterprise value multiple of approximately 21.5 times, is based on Euromoney's EBITDA for the 12 months to 30 September 2021 of £77.3 million, and approximately 20.2 times, based on Euromoney's EBITDA for the 12 months to 31 March 2022 of £82.4 million;

(d) financial information relating to Euromoney has been extracted from the audited consolidated financial statements of Euromoney for the financial year ended 30 September 2021 and the unaudited consolidated financial statements of Euromoney for the six months ended 31 March 2022;

(e) unless otherwise stated, all prices for Euromoney Shares are the Closing Price for the relevant date;

(f) the Closing Prices of Euromoney Shares are taken from Bloomberg data; and

(g) the three month and six month Volume Weighted Average Prices are derived from Bloomberg data.

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

Bidco has received irrevocable undertakings to accept the Acquisition Price in respect of a total of 215,022 Euromoney Shares (representing, in aggregate, approximately 0.197 per cent. of Euromoney Shares in issue on 15 July 2022 (being the last Business Day prior to this Announcement)), comprised as follows:

Euromoney Directors' (and certain of their immediate family members) irrevocable undertakings

The irrevocable undertakings given by the Euromoney Directors as set out above will apply to any Euromoney Shares acquired as a result of any awards or options exercised pursuant to the Euromoney Share Plans.

The irrevocable undertakings from the Euromoney Directors will only cease to be binding if:

(a) the Scheme Document is not dispatched within 28 days of this Announcement (or within such longer period as Bidco and Euromoney may agree with the consent of the Takeover Panel);

(b) Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer is announced in accordance with Rule 2.7 of the Code at the same time; or

(c) the Scheme or a Takeover Offer (as the case may be) has lapsed or been withdrawn and no new, revised or replacement Scheme or Takeover Offer has been announced in accordance with Rule 2.7 of the Code at the same time.

APPENDIX IV

Definitions

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

In this Announcement:

(a) all times referred to are to London time unless otherwise stated;

(b) references to the singular include the plural and vice versa, unless the context otherwise requires;

(c) "parent undertaking", "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

(d) all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.