21st Jul 2006 08:25
Metal Bulletin PLC21 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPANOR UNITED STATES METAL BULLETIN PLC 21 July 2006 The Board of Metal Bulletin plc ("Metal Bulletin") notes the recent pressspeculation and confirms that it has received an unsolicited indicative offerfor the issued share capital of the company from Euromoney InstitutionalInvestor plc ("Euromoney"). Euromoney has indicated that the offer will besatisfied approximately as to 75% in cash and 25% in new Euromoney shares; atthe closing price on 20 July 2006 the indicative offer is valued atapproximately 340p per Metal Bulletin share. The Board of Metal Bulletin considers the terms of this indicative takeoveroffer, which represents a premium of only 12.6% to Metal Bulletin's closingprice on 20 July 2006 and is subject to various pre-conditions including aninducement fee payable by Metal Bulletin to Euromoney, to be derisory and hasinformed Euromoney that it does not propose to enter into a dialogue concerningthe indicative offer. The Board therefore continues to unanimously recommend that shareholders vote infavour of the proposed merger with Wilmington Group plc at the EGM on 2 August2006. ENDS Enquiries: Metal Bulletin plc Tel: 020 7827 9977Tom Hempenstall, Chief ExecutiveLeslie-Ann Reed, Finance Director Arden Partners Tel: 020 7423 8900Chris FieldingSteve Pearce Jim Reed-Daunter (corporate broker) Tel: 0121 423 8900 Trillium Partners Tel: 020 7866 6044Philip MastriforteRichard Finston Financial Dynamics Tel: 020 7831 3113Charles Palmer Responsibility The directors of Metal Bulletin accept responsibility for the informationcontained in this announcement and, to the best of their knowledge and belief(having taken all reasonable care to ensure that such is the case), theinformation contained in this announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers, ifany person is, or becomes, "interested" (directly or indirectly) in 1 per cent.or more of any class of "relevant securities" of Metal Bulletin or Wilmington,all "dealings" in any "relevant securities" of Metal Bulletin or Wilmington(including by means of an option in respect of, or a derivative referenced to,any such "relevant securities") must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevanttransaction. This requirement will continue until the date on which the Schemebecomes effective, or the Merger lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Metal Bulletin or Wilmington, they willbe deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Metal Bulletin or Wilmington by Metal Bulletin or Wilmington, orby any of their respective "associates", must be disclosed by no later than12.00 noon (London time) on the London business day following the date of therelevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. If you are in any doubt as to the application ofRule 8, please consult an independent financial adviser authorised under theFinancial Services and Markets Act 2000 and/or consult the Takeover Panel ontelephone number +44 20 7638 0129; fax +44 20 7236 7013. "Interests in securities" arise, in summary, when a person has a long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE SOLICITATION OF ANY VOTEOR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFEROF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION INCONTRAVENTION OF APPLICABLE LAW. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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