21st Jul 2006 09:38
Euromoney Institutional InvestorPLC21 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPANOR THE UNITED STATES 21 July 2006 Euromoney Institutional Investor PLC ("Euromoney" or "the Company") - Responseto Press Speculation The Board of Euromoney notes the recent press speculation concerning a possibleoffer proposal by Euromoney for Metal Bulletin plc ("Metal Bulletin") and notesthe announcement made by Metal Bulletin this morning. Euromoney confirms that on 17 July the Company approached the Board of MetalBulletin with a pre-conditional offer proposal ("Proposal") regarding a possiblerecommended offer for the entire issued and to be issued share capital of MetalBulletin where each Metal Bulletin shareholder would receive 255 pence in cashand 0.214 Euromoney shares for each Metal Bulletin share. Based on the closingEuromoney share price on 14 July, the Proposal valued each Metal Bulletin shareat 340 pence. The making of the Proposal was subject to a number ofpre-conditions (which Euromoney reserved the right to waive) including: > receipt of limited due diligence information from Metal Bulletin; > the proposed merger between Metal Bulletin and Wilmington not becoming effective or being implemented; and > the entering into with Euromoney of an appropriate inducement fee arrangement by Metal Bulletin. On 18 July, the Board of Metal Bulletin rejected this Proposal. Euromoney continues to consider its position and a further announcement will bemade in due course. This announcement does not amount to a firm intention to make an offer andaccordingly, there can be no certainty that any offer will be made even if thepre-conditions are satisfied or waived. Enquiries: Tulchan Communications Andrew Honnor Peter Hewer Tel: +44 (0)20 7353 4200 Dresdner Kleinwort Chris Treneman Claude Herskovits Tel: +44 (0)20 7623 8000 Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by theFinancial Services Authority, is acting for Euromoney and no-one else inconnection with this matter and will not be responsible to anyone other thanEuromoney for providing the protections afforded to clients of DresdnerKleinwort Wasserstein Limited nor for providing advice in relation to thecontents of this announcement or any matters referred to herein. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Euromoney or Metal Bulletin, all "dealings" in any "relevantsecurities" of Euromoney or Metal Bulletin, (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 p.m. (London time) on the LondonBusiness Day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, 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 Euromoney or Metal Bulletin, they will bedeemed 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 Euromoney or Metal Bulletin by Euromoney or Metal Bulletin, or byany of their respective "associates", must be disclosed by no later than 12.00noon (London time) on the London Business Day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at http://www.thetakeoverpanel.org.uk/. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. The distribution of this announcement in jurisdictions other than the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about, and observe, suchrestrictions. Any failure to comply with the restrictions may constitute aviolation of the securities laws of any such jurisdiction. This announcementdoes not constitute an offer or an invitation to purchase or subscribe for anysecurities or a solicitation of an offer to buy any securities pursuant to thisannouncement or otherwise in any jurisdiction in which such offer orsolicitation is unlawful. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ERM.L