Result of EGM
Future PLC
31 March 2005
31 March 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
AUSTRALIA, CANADA OR JAPAN
Recommended Offer (the 'Offer')
by
Morgan Stanley & Co. Limited ('Morgan Stanley') on behalf of
Future plc ('Future') (or by Future in the United States) for
Highbury House Communications plc ('Highbury')
RESULT OF EGM
On 14 February 2005, the boards of Future and Highbury announced that they had
reached agreement on the terms of a recommended share offer (with a Partial Cash
Alternative) to be made by Morgan Stanley on behalf of Future (or by Future in
the United States) to acquire the whole of the issued and to be issued ordinary
share capital of Highbury. The Offer was conditional, inter alia, on Future
Shareholders approving the Acquisition at an Extraordinary General Meeting to be
held at 11:00 a.m. on 31 March 2005.
At that meeting, which took place earlier today, the ordinary resolution put to
shareholders to approve the Acquisition was duly passed, with more than 80.6% of
all shares having been voted. Of these, more than 99.9% were cast in favour of
the resolution.
Copies of the Offer Document, Listing Particulars and Circular (which contained
notice of the EGM) were submitted to the UK Listing Authority on 11 March 2005,
and are available for inspection at the UK Listing Authority's Document Viewing
Facility, which is situated at:
Document Viewing Facility, 25 The North Colonnade, Canary Wharf, London E14 5HS.
The Board expects to report the Future Group's results for the half-year to 31
March on 13 June 2005. These results will be for the existing Future Group and
will not include results for Highbury House Communications plc, for which a
recommended Offer was announced on 14 February 2005.
As previously announced, the Offer Document in relation to the recommended Offer
was posted on 11 March and the first closing date is 1 April 2005.
In the absence of exceptional circumstances or material news, the Board plans to
issue its half-year trading update once the outcome of the Offer has been
determined.
Terms used in this announcement shall have the meanings given to them in the
announcement of the Offer dated 14 February 2005.
-Ends-
General Enquiries:
Morgan Stanley & Co. Limited Close Brothers
(Financial adviser to Future) (Financial adviser to Highbury)
John Krumins, Managing Director David Bezem, Director
Tom Hill, Vice President Tel: 020 7655 3100
Tel: 020 7425 5000
Hogarth Partnership
(Financial PR advisers to Future)
James Longfield
Georgina Briscoe
Tel: 020 7357 9477
The Future Directors accept responsibility for the information contained in this
announcement and, to the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a solicitation of any vote
or approval in any jurisdiction, nor will there be any sale, issuance or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law.
Morgan Stanley & Co. Limited is acting for Future and no-one else in connection
with the Offer, and will not be responsible to anyone other than Future for
providing the protections afforded to its clients nor for providing advice in
relation to the Offer.
Close Brothers Corporate Finance, which is regulated by the Financial Services
Authority, is acting for Highbury and no-one else in connection with the Offer
and will not be responsible to anyone other than Highbury for providing the
protections afforded to its customers nor for providing advice in relation to
the Offer.
Unless otherwise determined by Future and except to the extent permitted by
applicable laws, the Offer is not being made, directly or indirectly, in or into
Australia, Canada or Japan and the Offer is not capable of acceptance from or
within these jurisdictions. Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from Australia, Canada or Japan and persons
receiving such announcement (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in, into or from Australia,
Canada or Japan, if to do so would violate applicable laws in such jurisdiction.
The ability of Highbury Shareholders who are not resident in the United Kingdom
or the United States to accept the Offer may be affected by the laws of the
relevant jurisdictions in which they are located. Such persons should inform
themselves of, and observe, any applicable requirements.
The New Future Shares have not been, and will not be, registered under the US
Securities Act or under the securities laws of any state of the United States;
have not been, and will not be, qualified for sale or resale under the
securities laws of any province or territory of Canada; and no prospectus in
relation to them has been, or will be, lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance. Accordingly, the New Future Shares are not being and will not be
offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada or Japan or any other jurisdiction or to or for the account or
benefit of any residents of Australia, Canada or Japan if to do so would
constitute a violation of the laws of, or require registration thereof in, the
relevant jurisdiction.
OFFER IN THE UNITED STATES
The Offer in the United States is being made solely by Future and neither Morgan
Stanley nor any of its affiliates or related entities is making the Offer in the
United States.
Notice to New Hampshire Residents: Neither the fact that a registration
statement or an application for a license has been filed under this chapter with
the State of New Hampshire nor the fact that a security is effectively
registered or a person is licensed in the State of New Hampshire constitutes a
finding by the New Hampshire Secretary of State that any document filed under
Chapter 421-B of the New Hampshire Revised Statutes Annotated is true, complete
and not misleading. Neither any such fact nor the fact that an exemption or
exception is available for a security or a transaction means that the Secretary
of State of New Hampshire has passed in any way upon the merits or
qualifications of, or recommended or given approval to, any person, security, or
transaction. It is unlawful to make, or cause to be made, to any prospective
purchaser, customer, or client any representation inconsistent with the
provisions of this paragraph.
Future is not aware of any jurisdiction in which the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid
statute of any state of the United States. If Future becomes aware of any valid
US state statute prohibiting the making of the Offer, it will make a good faith
effort to comply with such US state statute or seek to have such statute
declared inapplicable to the Offer. If, after such good faith effort, Future
cannot comply with any such state statute, the Offer will not be made to (and
tenders will not be accepted from or on behalf of) holders in such state.
The Offer is being made for securities of a United Kingdom company and United
States investors should be aware that this announcement, the Announcement, the
Offer Document, the Listing Particulars and any other disclosure documents
relating to the Offer have been or will be prepared in accordance with the City
Code (as applicable), the Listing Rules (as applicable) and United Kingdom
disclosure requirements, format and style, all of which differ from those in the
United States. Future's and Highbury's financial statements, and all financial
information that was included in the Announcement or in the Offer Document or
the Listing Particulars or may be included in this announcement or any other
disclosure documents relating to the Offer, have been or will be prepared in
accordance with United Kingdom generally accepted accounting principles and thus
may not be comparable to financial statements of United States companies.
Future is incorporated under the laws of England and Wales. All of the Future
Directors are residents of countries other than the United States. As a result,
it may not be possible for United States shareholders of Future to effect
service of process within the United States upon Future or such Future Directors
or to enforce against any of them judgements of the United States predicated
upon the civil liability provisions of the federal securities laws of the United
States. It may not be possible to sue Future or its officers or directors in a
non-US court for violations of the US securities laws.
In accordance with normal UK market practice, Future or its nominees or brokers
(acting as agents) may from time to time during the period in which the Offer
remains open for acceptance make certain purchases of, or arrangements to
purchase, Highbury Shares otherwise than under the Offer, such as in open market
or privately negotiated purchases. Such purchases, or arrangements to purchase,
will comply with all applicable UK rules, including the City Code, the Listing
Rules and the rules of the London Stock Exchange.
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or any understanding (whether formal or informal) to acquire or
control securities of Highbury, owns or controls, or becomes the owner or
controller, directly or indirectly, of one per cent or more of the issued
Highbury Shares is generally required under the provisions of Rule 8 of the City
Code to notify a Regulatory Information Service and the Panel of every dealing
in such securities during the Offer period. Please consult your financial
adviser immediately if you believe this Rule may be applicable to you.
This information is provided by RNS
The company news service from the London Stock Exchange