Euromoney Institutional InvestorPLC
21 July 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN
OR THE UNITED STATES
21 July 2006
Euromoney Institutional Investor PLC ('Euromoney' or 'the Company') - Response
to Press Speculation
The Board of Euromoney notes the recent press speculation concerning a possible
offer proposal by Euromoney for Metal Bulletin plc ('Metal Bulletin') and notes
the announcement made by Metal Bulletin this morning.
Euromoney confirms that on 17 July the Company approached the Board of Metal
Bulletin with a pre-conditional offer proposal ('Proposal') regarding a possible
recommended offer for the entire issued and to be issued share capital of Metal
Bulletin where each Metal Bulletin shareholder would receive 255 pence in cash
and 0.214 Euromoney shares for each Metal Bulletin share. Based on the closing
Euromoney share price on 14 July, the Proposal valued each Metal Bulletin share
at 340 pence. The making of the Proposal was subject to a number of
pre-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 be
made in due course.
This announcement does not amount to a firm intention to make an offer and
accordingly, there can be no certainty that any offer will be made even if the
pre-conditions are satisfied or waived.
Tel: +44 (0)20 7353 4200
Tel: +44 (0)20 7623 8000
Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by the
Financial Services Authority, is acting for Euromoney and no-one else in
connection with this matter and will not be responsible to anyone other than
Euromoney for providing the protections afforded to clients of Dresdner
Kleinwort Wasserstein Limited nor for providing advice in relation to the
contents 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 'relevant
securities' of Euromoney or Metal Bulletin, all 'dealings' in any 'relevant
securities' of Euromoney or Metal Bulletin, (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 3.30 p.m. (London time) on the London
Business Day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of Euromoney or Metal Bulletin, they will be
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 'relevant
securities' of Euromoney or Metal Bulletin by Euromoney or Metal Bulletin, or by
any of their respective 'associates', must be disclosed by no later than 12.00
noon (London time) on the London Business Day following the date of the relevant
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.
The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities laws of any such jurisdiction. This announcement
does not constitute an offer or an invitation to purchase or subscribe for any
securities or a solicitation of an offer to buy any securities pursuant to this
announcement or otherwise in any jurisdiction in which such offer or
solicitation is unlawful.
This information is provided by RNS
The company news service from the London Stock Exchange