Metal Bulletin PLC
26 July 2006
26 July 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN
OR UNITED STATES
METAL BULLETIN PLC
RESPONSE TO POSSIBLE OFFER
The Board of Metal Bulletin plc ("Metal Bulletin") notes Euromoney Institutional
Investor plc's ("Euromoney") recent announcement and confirms that it has now
received a revised indicative offer from Euromoney at 400p in cash per Metal
Bulletin share, with a partial share alternative.
The Board will now enter into discussions with Euromoney. However, there can be
no certainty that such discussions will lead to a formal offer. Therefore,
pending any further announcement, the Board continues to recommend that
shareholders vote in favour of the proposed merger with Wilmington Group plc at
the EGM on 2 August 2006.
Metal Bulletin plc Tel: 020 7827 9977
Tom Hempenstall, Chief Executive
Leslie-Ann Reed, Finance Director
Arden Partners Tel: 020 7423 8900
Jim Reed-Daunter (corporate broker) Tel: 0121 423 8900
Trillium Partners Tel: 020 7866 6044
Financial Dynamics Tel: 020 7831 3113
The directors of Metal Bulletin 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.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers, if
any 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 3.30
pm (London time) on the London business day following the date of the relevant
transaction. This requirement will continue until the date on which the Scheme
becomes effective, or the Merger lapses or is otherwise withdrawn or on which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 Metal Bulletin or Wilmington, 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 Metal Bulletin or Wilmington by Metal Bulletin or Wilmington, 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
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 Takeover Panel's website at
www.thetakeoverpanel.org.uk. If you are in any doubt as to the application of
Rule 8, please consult an independent financial adviser authorised under the
Financial Services and Markets Act 2000 and/or consult the Takeover Panel on
telephone number +44 20 7638 0129; fax +44 20 7236 7013.
"Interests in securities" arise, in summary, when a person has a 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.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE SOLICITATION OF ANY VOTE
OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER
OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
This information is provided by RNS
The company news service from the London Stock Exchange