20th Jul 2007 17:49
Informa PLC20 July 2007 Not for release, publication or distribution in whole or in part, directly orindirectly, in or into or from the United States, Canada, Australia or Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction 20 July 2007 Recommended cash Offer for Datamonitor Update on acceptances received On 13 July 2007, Informa announced that the recommended cash Offer made byInforma Acquisitions for Datamonitor at a price of 650 pence per DatamonitorShare had been declared unconditional in all respects. The Board of Informa announces that as at 3.00pm on 20 July 2007 validacceptances of the Offer had been received in respect of a total of 65,868,251Datamonitor Shares representing 91.3 per cent. of the existing issued sharecapital of Datamonitor. None of the acceptances referred to above were received from persons acting inconcert with Informa Acquisitions or Informa. The total acceptances includesvalid acceptances of the Offer received in respect of a total of 12,021,327Datamonitor Ordinary Shares, representing approximately 16.7 per cent. of theissued share capital of Datamonitor for which irrevocable undertakings to acceptthe Offer had been received. De-listing and compulsory acquisition of Datamonitor Shares Informa Acquisitions now intends to exercise its rights pursuant to theprovisions of sections 979 to 982 (inclusive) of the Companies Act 2006 toacquire compulsorily the remaining Datamonitor Shares, in respect of which theOffer has not been accepted, in each case on the same terms as the Offer. Informa Acquisitions will now procure that Datamonitor makes applications tocancel the listing of Datamonitor Shares from the UKLA's Official List and tocancel admission to trading in Datamonitor Shares on the London Stock Exchange'smain market for listed securities. Delisting will significantly reduce theliquidity and marketability of any Datamonitor Shares not acquired under theOffer. It is anticipated that the cancellation of listing on the Official List and ofadmission to trading on the London Stock Exchange will take effect on 10 August2007. It is currently intended that, following the cancellation of the listing of theDatamonitor Shares on the Official List and the cancellation of admission totrading of Datamonitor Shares on the London Stock Exchange's main market forlisted securities, Datamonitor may be re-registered as a private company underthe relevant provisions of the Companies Act 1985. Further acceptances The Offer (including the Loan Note Alternative) remains open for acceptanceuntil further notice. Datamonitor Shareholders who wish to accept the Offer, buthave not yet done so, are strongly encouraged (in the case of Datamonitor Shareswhich are not held in CREST) to complete and return a Form of Acceptance or (inthe case of Datamonitor Shares held in uncertificated form (that is, held inCREST)) to take the action set out in paragraph 14 of the letter from Informa inPart II of the Offer Document, in each case as soon as possible. General Save as set out in this announcement, neither Informa, nor Informa Acquisitionsnor any person acting in concert with Informa or Informa Acquisitions, has aninterest in or right to subscribe for relevant securities of Datamonitor or hasany short position in relation to relevant securities of Datamonitor (whetherconditional or absolute and whether in money or otherwise) including any shortposition under a derivative, any agreement to sell or any delivery obligation orright to require another person to purchase or take delivery of any relevantsecurities of Datamonitor. Save for the irrevocable undertakings described in the Offer Document, neitherInforma, nor Informa Acquisitions nor any person acting in concert with Informaor Informa Acquisitions has borrowed or lent any relevant securities nor has anyarrangement in relation to relevant securities been made. For these purposes,"arrangement" includes any indemnity or option arrangement, any agreement orunderstanding, formal or informal, of whatever nature, relating to relevantsecurities which is, or may be, an inducement to deal or refrain from dealing insuch securities. All times referred to in this announcement are London times. Terms defined in the Offer Document have the same meanings in this announcement.The terms "acting in concert" and "relevant securities" have the same meaningsas in the City Code. Enquiries Informa Tel: +44 20 7017 5000Peter RigbyDavid GilbertsonAnthony FoyeSusanna Kempe Greenhill (financial adviser to Informa) Tel: +44 20 7198 7400Simon BorrowsPeter Bell Merrill Lynch (joint broker to Informa) Tel: +44 20 7628 1000Mark AstaireAndrew Osborne ABN Amro Hoare Govett (joint broker to Informa) Tel: +44 20 7678 8000Sara HaleCaroline Harris Maitland (PR adviser to Informa) Tel: +44 20 7379 5151William ClutterbuckEmma Burdett This announcement is not intended to and does not constitute, or form any partof, any offer to sell or any solicitation of any offer to purchase or subscribefor any securities or the solicitation of any vote or approval in anyjurisdiction. Any acceptance or other response to the Offer should be made onlyon the basis of the information contained or referred to in the Offer Documentand (in the case of Datamonitor Shares held in certificated form) the Form ofAcceptance. The laws of relevant jurisdictions may affect the availability ofthe Offer to persons not resident in the United Kingdom. The Offer Document isavailable for public inspection and has also been posted on Informa's website. Greenhill, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Informa and InformaAcquisitions and no£one else in connection with the Acquisition and will not beresponsible to anyone other than Informa and Informa Acquisitions for providingthe protections afforded to clients of Greenhill nor for providing advice inrelation to the Acquisition or any other matters referred to in thisannouncement. LongAcre Partners, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Datamonitor and noone else in connection with the Offer and will not be responsible to anyoneother than Datamonitor for providing the protections afforded to clients ofLongAcre Partners nor for providing advice in relation to the Offer. This announcement has been prepared for the purpose of complying with Englishlaw and the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside the UK. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdiction in which theyare located. In particular, the Offer will not be made directly or indirectlyinto the United States, Canada, Australia or Japan. Persons who are not residentin the United Kingdom should inform themselves about, and observe, anyapplicable legal or regulatory requirements. Unless otherwise determined by Informa Acquisitions and permitted by applicablelaw and regulation, the Offer is not being, and will not be, made, directly orindirectly, in or into or by the use of the mails of, or by any other means(including, without limitation, electronic mail, facsimile transmission, telex,telephone, internet or other forms of electronic communication) of interstate orforeign commerce of, or any facility of a national securities exchange of anyjurisdiction where to do so would violate the laws of that jurisdiction and willnot be capable of acceptance by any such use, means or facility or from withinany such jurisdiction. Accordingly, unless otherwise determined by InformaAcquisitions, copies of this announcement are not being, and must not be,directly or indirectly, mailed, transmitted or otherwise forwarded, distributedor sent in, into or from any such jurisdiction and persons receiving thisannouncement (including, without limitation, custodians, nominees and trustees)must not mail or otherwise distribute or send it in, into or from suchjurisdiction, as doing so may invalidate any purported acceptance of the Offer.Any person (including, without limitation, any custodian, nominee and trustee)who would, or otherwise intends to, or who may have a contractual or legalobligation to, forward this announcement and/or any other related document toany jurisdiction outside the United Kingdom should inform themselves of, andobserve, any applicable legal or regulatory requirements of their jurisdiction. The Loan Notes that may be issued pursuant to the Offer are not, and will notbe, registered under the United States Securities Act of 1933, as amended, orunder the relevant securities laws of any state, district or other jurisdictionof the United States. Accordingly, Loan Notes may not be offered, sole, resoldor delivered, directly or indirectly, in, into or from the United States (or toany residents thereof) if to do so would constitute a violation of the relevantlaws of such jurisdiction. In addition, the relevant clearances andregistrations have not been, and will not be, sought to enable the Loan Notes tobe offered in compliance with the applicable securities laws of Canada,Australia or Japan (or any province or territory thereof, if applicable) or anyother jurisdiction if to do so would constitute a violation of the relevant lawsof such jurisdiction. Accordingly, Loan Notes may not be offered, sold, resoldor delivered, directly or indirectly, in, into or from Canada, Australia orJapan (or to any residents thereof) or any other jurisdiction (or to residentsin that jurisdiction) if to do so would constitute a violation of the relevantlaws of such jurisdiction. Further details in relation to Overseas Shareholders are contained in the OfferDocument. In accordance with normal UK market practice, Informa Acquisitions or any personacting on its behalf may from time to time make certain market or privatepurchases of, or arrangements to purchase, directly or indirectly, DatamonitorShares other than pursuant to the Offer. Any information about such purchaseswill be publicly announced as required by law or regulation in the UK. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Informa