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Euromoney Ins.InvPLC (ERM)

  Print      Mail a friend       Annual reports

Friday 04 August, 2006

Euromoney Ins.InvPLC

Offer for Metal Bulletin -Pt2

Euromoney Institutional InvestorPLC
04 August 2006


PART 2

                                   APPENDIX I



                      CONDITIONS AND CERTAIN FURTHER TERMS

                                  OF THE OFFER



The Offer will comply with the applicable rules and regulations of the City
Code, will be governed by English law and will be subject to the jurisdiction of
the courts of England.  In addition it will be subject to the terms and
conditions to be set out in the Offer Document and related Form of Acceptance.



Conditions of the Offer

The Offer will be subject to conditions (a) to (k) detailed below.



(a)            Valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. (London time) on the first closing date
of the Offer (or such later time(s) and/or date(s) as Euromoney may, subject to
the rules of the City Code or with the consent of the Panel, decide) in respect
of not less than 90 per cent. (or such lower percentage as Euromoney may decide)
(i) of the Shares to which the Offer relates; and (ii) of the voting rights
attached to those Shares, provided that this condition will not be satisfied
unless Euromoney (together with its wholly owned subsidiaries) shall have
acquired or agreed to acquire (whether pursuant to the Offer or otherwise)
Shares carrying in aggregate more than 50 per cent. of the voting rights then
normally exercisable at a general meeting of Metal Bulletin, including for this
purpose (except to the extent otherwise required by the Panel) any such voting
rights attaching to Shares that are unconditionally allotted or issued before
the Offer becomes or is declared unconditional as to acceptances whether
pursuant to the exercise of any outstanding subscription or conversion rights or
otherwise.

For the purposes of this Condition:

(i)                     Shares which have been unconditionally allotted shall be
deemed to carry the voting rights they will carry upon issue;

(ii)                   Shares that cease to be held in treasury are Shares to
which the Offer relates; and

(iii)                  the expression 'Shares to which the Offer relates' shall
be construed in accordance with Schedule 2 to the Takeovers Directive
Regulations

(b)            The proposed recommended merger of Metal Bulletin and Wilmington
by way of a scheme of arrangement of Wilmington pursuant to section 425 of the
Companies Act as detailed in a circular to Shareholders enclosing a notice of an
extraordinary general meeting of Metal Bulletin dated 10 July 2006 not being
implemented and none of the resolutions proposed or to be proposed at such
extraordinary general meeting of Metal Bulletin (or any adjournment thereof)
being passed.

(c)            The passing at an extraordinary general meeting (or at any
adjournment thereof) of such resolution or resolutions as are proposed:

(i)                     to approve, implement and effect the Offer and the
acquisition of any Metal Bulletin ordinary shares;

(ii)                   to increase the authorised share capital of Euromoney by
the creation of new ordinary shares; and

(iii)                  to authorise the board of Euromoney to allot certain
Euromoney ordinary shares pursuant to elections for the Partial Share
Alternative and any arrangements reflecting the terms of the Offer for the
benefit of option holders under the Metal Bulletin Share Schemes.

(d)            The admission to the Official List of the new Euromoney ordinary
shares to be issued in connection with the Partial Share Alternative under the
Offer becoming effective in accordance with the Listing Rules and the admission
of such shares to trading becoming effective in accordance with the Admission
and Disclosure Standards of the London Stock Exchange or (if Euromoney and Metal
Bulletin so determine and subject to the consent of the Panel) the UKLA agreeing
to admit such shares to the Official List and the London Stock Exchange agreeing
to admit such shares to trading subject only to (i) the allotment of such shares
and/or (ii) the Offer becoming or being declared unconditional in all respects.

(e)            No Third Party (as defined below in this Appendix I) having
intervened (as also defined below in this Appendix I) and there not continuing
to be outstanding any statute, regulation or order of any Third Party in each
case which would or might reasonably be expected in each case, to an extent
which is material to the Wider Metal Bulletin Group taken as a whole, to:

(i)                     make the Offer, its implementation or the acquisition or
proposed acquisition by Euromoney of any shares or other securities in, or
control or management of, Metal Bulletin or any member of the Wider Metal
Bulletin Group void, illegal or unenforceable in any jurisdiction, or otherwise
directly or indirectly restrain, prevent, prohibit, restrict or delay the same
or impose additional conditions or obligations with respect to the Offer or such
acquisition, or otherwise impede, challenge or interfere with the Offer or such
acquisition, or require amendment to the terms of the Offer or the acquisition
or proposed acquisition of any Shares or the acquisition of control or
management of Metal Bulletin or the Wider Metal Bulletin Group by Euromoney;

(ii)                   limit or delay, or impose any limitations on, the ability
of Euromoney or any member of the Wider Metal Bulletin Group to acquire or to
hold or to exercise effectively, directly or indirectly, all or any rights of
ownership in respect of shares or other securities in, or to exercise voting or
management control over, any member of the Wider Metal Bulletin Group;

(iii)                  require, prevent or delay the divestiture by Euromoney of
any shares or other securities in Metal Bulletin;

(iv)                  require, prevent or delay the divestiture either by
Euromoney or by any member of the Wider Metal Bulletin Group of all or any
portion of their respective businesses, assets or properties or limit the
ability of any of them to conduct any of their respective businesses or to own
or control any of their respective assets or properties or any part thereof;

(v)                    except pursuant to the Offer and Schedule 2 of the
Takeovers Directive Regulations, require Euromoney or any member of the Wider
Metal Bulletin Group to acquire, or to offer to acquire, any shares or other
securities (or the equivalent) in any member of either group owned by any third
party;

(vi)                  limit the ability of Euromoney or any member of the Wider
Metal Bulletin Group to conduct or co-ordinate its business, or any part of it,
with the businesses or any part of the businesses of any other member of the
Wider Metal Bulletin Group; or

(vii)                 otherwise materially and adversely affect (in each case in
the context of the Wider Metal Bulletin Group taken as a whole) any or all of
the business, assets, profits, financial or trading position or prospects of any
member of the Wider Metal Bulletin Group.

(f)              Without limitation to condition (e) above:

(i)                     the OFT not investigating the Acquisition or referring
it to the Competition Commission ('CC') for further investigation; or

(ii)                   in the event that the Acquisition is notified to the OFT
by Euromoney and Metal Bulletin (either voluntarily or at the request of the
OFT), the transaction is cleared unconditionally by the OFT or the CC, or upon
such conditions as are satisfactory to Euromoney; and

(iii)                  approval of the Acquisition by the Irish Competition
Authority and/or Irish Minister for Enterprise, Trade and Employment having been
obtained under Part 3 of the Irish Competition Act 2002.

(g)            All Authorisations which are necessary in any relevant
jurisdiction for or in respect of the Offer or the acquisition or proposed
acquisition of (in connection with the Offer) any shares or other securities in,
or control or management of, Metal Bulletin or any other member of the Wider
Metal Bulletin Group by Euromoney or the carrying on by any member of the Wider
Metal Bulletin Group of its business having been obtained, in terms and in a
form reasonably satisfactory to Euromoney, from all appropriate Third Parties or
from any persons or bodies with whom any member of the Wider Metal Bulletin
Group has entered into contractual arrangements in each case where the absence
of such Authorisation would have a material adverse effect on the Wider Metal
Bulletin Group taken as a whole and all such Authorisations remaining in full
force and effect and there being no notice or intimation of any intention to
revoke, suspend, restrict, modify or not to renew any of the same.

(h)            Since 31 December 2005 and except as disclosed in Metal
Bulletin's annual report and accounts for the year then ended or as publicly
announced by Metal Bulletin prior to the date of this announcement (by the
delivery of an announcement to a Regulatory Information Service) or as fairly
disclosed prior to the date of this announcement to Euromoney by or on behalf of
Metal Bulletin in the course of negotiations, there being no provision of any
arrangement, agreement, licence, permit, franchise or other instrument to which
any member of the Wider Metal Bulletin Group is a party, or by or to which any
such member or any of its assets is or are or may be bound, entitled or subject
or any circumstance, which, in each case as a consequence of the Offer or the
acquisition or proposed acquisition of any shares or other securities in, or
control of, Metal Bulletin or any other member of the Wider Metal Bulletin Group
by Euromoney or otherwise, could or might reasonably be expected (in each case
to an extent which is material to the Wider Metal Bulletin Group taken as a
whole) to result in:

(i)                     other than any sums due between members of the Metal
Bulletin Group, any monies borrowed by or any other indebtedness or liabilities
(actual or contingent) of, or any grant available to, any member of the Wider
Metal Bulletin Group being or becoming repayable or capable of being declared
repayable immediately or prior to its stated repayment date or the ability of
any member of the Wider Metal Bulletin Group to borrow monies or incur any
indebtedness being withdrawn or inhibited or becoming capable of being withdrawn
save any fees in relation to termination of the proposed joint facility dated 22
June 2006 entered into between, inter alia, Metal Bulletin, Barclays Bank plc
and HSBC Bank plc;

(ii)                   the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business, property,
assets or interests of any member of the Wider Metal Bulletin Group or any such
mortgage, charge or other security interest (wherever created, arising or having
arisen) becoming enforceable;

(iii)                  any arrangement, agreement, licence, permit, franchise or
instrument, or the rights, liabilities, obligations or interests of any member
of the Wider Metal Bulletin Group thereunder, being, or becoming capable of
being, terminated or adversely modified or affected or any adverse action being
taken or any obligation or liability arising thereunder;

(iv)                  any asset or interest of any member of the Wider Metal
Bulletin Group being or falling to be disposed of or ceasing to be available to
any member of the Wider Metal Bulletin Group or any right arising under which
any such asset or interest could be required to be disposed of or could cease to
be available to any member of the Wider Metal Bulletin Group otherwise than in
the ordinary course of business;

(v)                    other than pursuant to the Offer or any interim dividend
declared or paid by any member of the Metal Bulletin Group, the creation of any
liability (actual or contingent) by any member of the Wider Metal Bulletin Group
other than in the ordinary course of business;

(vi)                  the rights, liabilities, obligations or interests of any
member of the Wider Metal Bulletin Group under any arrangement, agreement,
licence, permit, franchise or other instrument or the interests or business of
any such member in or with any other person, firm, company or body (or any
arrangement or arrangements relating to any such interests or business) being
terminated or adversely modified or affected; or

(vii)                 the financial or trading position or the prospects or the
value of any member of the Wider Metal Bulletin Group being prejudiced or
adversely affected, and

(viii)               no event having occurred which, under any provision of any
arrangement, agreement, licence, permit or other instrument, would, or might
reasonably be expected to, result in any of the events or circumstances which
are referred to in paragraphs (h) (i) to (vii) of this Condition (h).

(i)              Since 31 December 2005 and except as disclosed in Metal
Bulletin's annual report and accounts for the year then ended or as otherwise
publicly announced by Metal Bulletin prior to the date of this announcement (by
the delivery of an announcement to a Regulatory Information Service) or as
otherwise fairly disclosed prior to the date of this announcement to Euromoney
by or on behalf of Metal Bulletin, no member of the Wider Metal Bulletin Group
having (to an extent which, but only in relation to paragraphs (iv) to (xvi)
below, is material in relation to the Wider Metal Bulletin Group taken as a
whole):

(i)                     issued or agreed to issue, or authorised the issue of,
additional shares of any class, or securities convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such shares
or convertible securities or transferred or sold any shares out of treasury,
other than as between Metal Bulletin and its wholly-owned subsidiaries and other
than any shares issued or shares transferred from treasury upon the exercise of
any options or awards granted under any of the Metal Bulletin Share Schemes;

(ii)                   purchased or redeemed or repaid any of its own shares or
other securities or reduced or made any other change to any part of its share
capital;

(iii)                  recommended, declared, paid or made any dividend or other
distribution whether payable in cash or otherwise or made any bonus issue (other
than to Metal Bulletin or a wholly-owned subsidiary of Metal Bulletin and other
than an interim dividend to be declared by no later than 29 August 2006 not
exceeding 2.25 pence per Share);

(iv)                  except as between Metal Bulletin and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, made, committed to make
authorised, proposed or announced any change in its loan capital;

(v)                    (other than any acquisition or disposal in the ordinary
course of business or a transaction between Metal Bulletin and its wholly-owned
subsidiary or between wholly-owned subsidiaries of Metal Bulletin) merged with,
demerged or acquired any body corporate, partnership or business or acquired or
disposed of or transferred, mortgaged, charged or created any security interest
over any assets or any right, title or interest in any assets (including shares
in any undertaking and trade investments) or authorised the same;

(vi)                  issued, authorised or approved the issue of, or
authorisation of or made any change in or to, any debentures or (except in the
ordinary course of business) incurred or increased any financial indebtedness or
financial liability (actual or contingent) save for drawings in the ordinary and
usual course of business under Metal Bulletin's credit facilities which do not
increase the aggregate indebtedness under those facilities to more than
£14,600,000 and US$13,770,000;

(vii)                 entered into, varied, or authorised any agreement,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:

(i)            is (other than in the ordinary course of business) of a long
term, onerous or unusual nature or magnitude or which could involve an
obligation of such nature or magnitude; or

(ii)           would or might reasonably be expected to materially restrict the
business of any member of the Wider Metal Bulletin Group taken as a whole;

(viii)               entered into, implemented, effected or authorised any
merger, demerger, reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement in respect of itself or another member of the Wider
Metal Bulletin Group otherwise than in the ordinary course of business, or any
transaction between on wholly owned subsidiary of the Metal Bulletin Group and
another or which is pursuant to the Offer;

(ix)                  entered into or varied the terms of, any contract,
agreement or arrangement with any of the directors or senior executives of any
member of the Wider Metal Bulletin Group;

(x)                    (other than in respect of a member of the Wider Metal
Bulletin Group which is both dormant and solvent at the time) taken any
corporate action or had any legal proceedings instituted or threatened against
it or petition presented or order made for its winding-up (voluntarily or
otherwise), dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer of or over
all or any material part of its assets and revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any jurisdiction;

(xi)                  been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business;

(xii)                 waived or compromised any claim, otherwise than in the
ordinary course of business which is material in the context of the Wider Metal
Bulletin Group taken as a whole;

(xiii)               made any alteration to its memorandum or articles of
association, other than amendment to the articles of association of Metal
Bulletin approved at an extraordinary general meeting of Metal Bulletin on 22
June 2006;

(xiv)                made or agreed or consented to:

(i)            any material change:

(1)          to the terms of the trust deeds constituting the pension schemes
established for its directors, employees or their dependants; or

(2)          to the benefits which accrue or to the pensions which are payable
thereunder; or

(3)          to the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined; or

(4)          to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made; or

(iii)         any change to the trustees including the appointment of a trust
corporation but excluding any appointment of a member nominated trustee in
accordance with existing nomination arrangements or one company appointment to
fill a trustee vacancy;

(xv)                 save for the amendments approved at the annual general
meeting of Metal Bulletin on 23 May 2006, proposed, agreed to provide or
modified the terms of any share option scheme, incentive scheme or other benefit
relating to the employment or termination of employment of any person employed
by the Wider Metal Bulletin Group; or

(xvi)                entered into any agreement, commitment or arrangement or
passed any resolution or made any offer (which remains open for acceptance) or
proposed or announced any intention with respect to any of the transactions,
matters or events referred to in this condition (i).

(j)              Since 31 December 2005 and except as disclosed in Metal
Bulletin's annual report and accounts for the year then ended or as otherwise
publicly announced by Metal Bulletin prior to the date of this announcement (by
the delivery of an announcement to a Regulatory Information Service) or as
otherwise fairly disclosed to Euromoney by or on behalf of Metal Bulletin in the
course of negotiations:

(i)                     there having been no adverse change or deterioration in
the business, assets, financial or trading positions or profit or prospects of
any member of the Wider Metal Bulletin Group which in any case is material in
the context of the Wider Metal Bulletin Group taken as a whole;

(ii)                   no contingent or other liability of any member of the
Wider Metal Bulletin Group having arisen or become apparent or increased which
in any case is material in the context of the Wider Metal Bulletin Group taken
as a whole;

(iii)                  no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Metal Bulletin Group is
or is reasonably likely to become a party (whether as plaintiff, defendant or
otherwise) having been threatened, announced or instituted by or against or
remaining outstanding against or in respect of any member of the Wider Metal
Bulletin Group which in any case is material in the context of the Wider Metal
Bulletin Group taken as a whole; and

(iv)                  (other than as a result of the Offer) no enquiry or
investigation by, or complaint or reference to, any Third Party having been
threatened, announced instituted by or against or remaining outstanding against
or in respect of any member of the Wider Metal Bulletin Group which in any case
is material in the context of the Wider Metal Bulletin Group taken as a whole.

(k)            Euromoney not having discovered:

(i)                     that any financial or business or other information
concerning the Wider Metal Bulletin Group disclosed at any time by or on behalf
of any member of the Wider Metal Bulletin Group, whether publicly or to
Euromoney is materially misleading or contains any material misrepresentation of
fact or omits to state a fact necessary to make any information contained
therein not materially misleading and which was not subsequently corrected
before the date of this announcement by disclosure either publicly or otherwise
to Euromoney to an extent which in any case is material in the context of the
Wider Metal Bulletin Group taken as a whole;

(ii)                   that any member of the Wider Metal Bulletin Group is
subject to any liability (actual or contingent) which is not disclosed in Metal
Bulletin's annual report and accounts for the financial year ended 31 December
2005 and which in any case is material in the context of the Wider Metal
Bulletin Group taken as a whole; or

(iii)                  any information which affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
Metal Bulletin Group to an extent which is material in the context of the Wider
Metal Bulletin Group taken as a whole.

Interpretation

For the purpose of these conditions:



a)       'Third Party' means any central bank, government, government department
or governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, authority (including any national anti-trust or merger
control authority), court, trade agency, association, institution or
professional or environmental body or any other similar person or body
whatsoever in any relevant jurisdiction;

b)       a Third Party shall be regarded as having 'intervened' if it has
decided to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any statute,
regulation, decision or order or taken any measures or other steps or required
any action to be taken or information to be provided or otherwise having done
anything and 'intervene' shall be construed accordingly; and

c)       'Authorisations' means authorisations, orders, grants, recognitions,
determinations, certificates, confirmations, consents, licences, clearances,
provisions and approvals.

Waiver of Conditions

Subject to the requirements of the Panel, Euromoney reserves the right to waive
in whole or in part all or any of conditions (d) to (k) inclusive.  Conditions
(b) to (k) inclusive must be satisfied as at, or waived on or before, the 21st
day after the later of the first closing date of the Offer and the date on which
condition (a) is fulfilled (or, in each case, such later date as the Panel may
agree).  Euromoney shall be under no obligation to waive or determine to be, or
treat as, fulfilled, any of conditions (e) to (k) inclusive by a date earlier
than the date specified above for the fulfilment thereof notwithstanding that
the other conditions of the Offer may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.

If Euromoney is required by the Panel to make an offer for Shares under the
provisions of Rule 9 of the City Code, Euromoney may make such alterations to
the terms and conditions of the Offer as are necessary to comply with the
provisions of that Rule.

Further Terms of the Offer



The Offer will lapse (unless otherwise agreed by the Panel) if the Office of
Fair Trading of the United Kingdom makes a reference in respect of the Offer or
any matter arising therefrom or related thereto to the Competition Commission
before 1.00 p.m. (London time) on the first closing date of the Offer or the
date on which the Offer becomes or is declared unconditional as to acceptances,
whichever is the later.  If the Offer so lapses, the Offer will cease to be
capable of further acceptance and accepting Shareholders and Euromoney will
cease to be bound by Forms of Acceptance submitted before the time when the
Offer lapses.



The Shares that are subject to the Offer will be acquired by Euromoney fully
paid and free from all liens, charges, equitable interests, third party rights
and interests and encumbrances and together with all rights now and hereafter
attaching thereto, including the right to receive all dividends and other
distributions (if any) declared, made or paid after the date of the announcement
of the Offer, other than the interim dividend in respect of Shares to be
announced by Metal Bulletin by no later than 29 August 2006.



The Offer and, where relevant, the Loan Note Alternative, and the Partial Share
Alternative will be on the terms and will be subject, inter alia, to the
conditions which are set out in this announcement and in this Appendix 1 and
those terms which will be set out in the Offer Document and in relation to the
Loan Note Alternative and the Partial Share Alternative, in the Form of
Acceptance and such further terms as may be required to comply with the Listing
Rules and the provisions of the City Code.  The Offer and the Loan Note
Alternative and the Partial Share Alternative and any acceptances and elections
thereunder will be governed by English law.



Euromoney reserves the right to elect, with the consent of the Panel and Metal
Bulletin, to implement the Offer by way of a scheme of arrangement between Metal
Bulletin and the Shareholders under section 425 of the Companies Act.  In such
event, any such offer(s) will be implemented on the same terms (subject to
appropriate amendments, including (without limitation) a condition relating to
the approval of such a scheme by the requisite majority at the court meeting for
approval of such a scheme).



The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions.  Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.




                                  APPENDIX II

                               BASES AND SOURCES



(a)                   The value attributed to the fully diluted share capital of
Metal Bulletin is based upon the 55,246,608 Shares in issue and the 901,010
Shares which are the subject of awards under the Metal Bulletin Share Schemes.
For the purposes of this Announcement only, all options granted under the Metal
Bulletin Share Schemes are assumed to be fully vested and exercisable.

(b)                   For the purposes of the financial comparisons contained in
this announcement, no account has been taken of any liability to taxation.

(c)                   Unless otherwise stated, the financial information on
Metal Bulletin is extracted from Metal Bulletin's annual report and accounts for
the year ended 31 December 2005.

(d)                   Unless otherwise stated, all prices for Shares have been
derived from the Daily Official List of London Stock Exchange and represent
closing middle market prices on the relevant date.

(e)                   Disclosures in paragraph 18 regarding interests in Metal
Bulletin securities are based on the position as at 3 August 2006, the last
practicable date prior to this announcement.


                                  APPENDIX III

                DISCLOSURES REQUIRED UNDER RULE 8.4 OF THE CODE



Each of the directors of Metal Bulletin has, conditional upon being released
from certain other undertakings which such persons have given, agreed that they
will enter into undertakings to accept the Offer in respect of the following

Shares they hold:
Name of director                                                        Number of Shares
Brian Moritz                                                                      18,500
Leslie-Ann Reed                                                                   11,195
Robin Field                                                                       10,000
Anthony Selvey                                                                    20,000
Thomas Hempenstall                                                               413,815



The above holdings total 473,510 Shares, representing approximately 0.9 per
cent. of the existing issued ordinary share capital of Metal Bulletin.  These
undertakings will cease to be binding only if the Offer lapses or is withdrawn
and remain binding in the event that a higher competing offer for Metal Bulletin
is made.

Euromoney has also received irrevocable undertakings to accept the Offer in
respect of a total of 7,585,459 Shares, representing approximately 13.7 per
cent. of the existing issued share capital of Metal Bulletin.  These
undertakings will lapse:

(a)     in the case of undertakings received from:

i.         Old Mutual Asset Managers (UK) Limited in respect of 1,349,000 Shares
representing approximately 2.4 per cent. of the existing issued share capital of
Metal Bulletin; and

ii.       Herald Investment Management Limited in respect of 986,000 Shares
representing approximately 1.8 per cent. of the existing issued share capital of
Metal Bulletin

(in aggregate a total 2,335,000 Shares representing approximately 4.2 per cent.
of the existing issued share capital of Metal Bulletin) if a third party
announces a non pre-conditional cash offer in accordance with Rule 2.5 of the
Code at a price equal to or in excess of 420 pence per Share (plus the amount of
any interim dividend), or if the Offer lapses or is withdrawn;

(b)     in the case of undertakings received from AXA Framlington Group Limited
in respect of 3,303,283 Shares representing approximately 6.0 per cent. of the
existing issued share capital of Metal Bulletin if a third party announces a
cash offer in accordance with Rule 2.5 of the Code at a value equal to or in
excess of 420 pence per share, or if the Offer lapses or is withdrawn

(c)     in the case of undertakings received from Merrill Lynch Investment
Managers Limited in respect of 1,947,176 Shares, representing approximately 3.5
per cent. of the existing issued share capital of Metal Bulletin if a third
party announces an offer in accordance with Rule 2.5 of the Code at a value
equal to or in excess of 410 pence per Share (plus the amount of any interim
dividend), or if the Offer lapses or is withdrawn.



In addition, Euromoney has received letters of intent to accept the Offer (in
aggregate a total of 9,092,130 Shares representing approximately 16.5 per cent.
of the existing issued share capital of Metal Bulletin) from:

(a)     M&G Investment Management Limited in respect of 3,240,631 Shares
representing approximately 5.9 per cent. of the existing issued share capital of
Metal Bulletin;

(b)     Insight Investment Management (Global) Limited in respect of 3,037,649
Shares representing approximately 5.5 per cent. of the existing issued share
capital of Metal Bulletin;

(c)     AEGON Asset Management UK Limited in respect of 2,813,850 Shares
representing approximately 5.1 per cent. of the existing issued share capital of
Metal Bulletin.



Accordingly, Euromoney has received irrevocable undertakings, letters of intent
or conditional commitments to enter into undertakings on the terms set out above
in respect of, in aggregate, 17,151,099 Shares, representing 31.0 per cent. of
Metal Bulletin's existing issued share capital.






                                  APPENDIX IV

                                  DEFINITIONS



The following definitions apply throughout this announcement unless the context
requires otherwise.


Arden Partners                                          Arden Partners plc


Acquisition                                             the proposed acquisition of the entire issued and to be
                                                        issued share capital of Metal Bulletin, as set out in
                                                        the Offer Document


Associate                                               has the meaning given in section 430E of the Companies
                                                        Act


Australia                                               The Commonwealth of Australia, its territories and
                                                        possessions and all areas subject to the jurisdiction
                                                        and all political subdivisions thereof


Business Day                                            a day, not being a public holiday, Saturday or Sunday,
                                                        on which clearing banks in London are open for normal
                                                        business


Canada                                                  Canada, its provinces and territories and all areas
                                                        subject to its jurisdiction and all political sub
                                                        divisions thereof


City Code                                               the City Code on Takeovers and Mergers


Companies Act                                           the Companies Act 1985 (as amended)


Consideration Shares                                    up to 14 million new ordinary shares in the capital of
                                                        Euromoney of 0.25 pence each to be issued, credited as
                                                        fully paid, to Shareholders (other than Restricted
                                                        Overseas Persons) who elect to receive, subject to the
                                                        terms and conditions set out in the Offer, all or part
                                                        of the cash consideration to which they would otherwise
                                                        be entitled under the Offer


Conditions                                              the conditions to the Offer which are set out in
                                                        Appendix I of this announcement


Dresdner Kleinwort                                      Dresdner Kleinwort Wasserstein Limited


Euromoney Ventures                                      Euromoney Institutional Investor (Ventures) Limited, a
                                                        wholly owned subsidiary of Euromoney established as the
                                                        vehicle to make the Offer


Enlarged Group                                          the group which will comprise Euromoney and its
                                                        subsidiary undertakings and the Metal Bulletin Group in
                                                        the event of the Acquisition being completed


Form of Acceptance                                      the form of acceptance, authority and election for use
                                                        by Shareholders in connection with the Offer which will
                                                        accompany the Offer Document when issued


Japan                                                   Japan, its cities and prefectures, territories and
                                                        possessions


LIBOR                                                   the London Interbank Offered Rate per annum (as shown on
                                                        Telerate screen 3750) expressed as a rate per annum for
                                                        six months sterling deposits


Listing Rules                                           the rules and regulations made by the Financial Services
                                                        Authority in its capacity as the UKLA under the
                                                        Financial Services and Markets Act 2000 (as amended),
                                                        and contained in the UKLA's publication of the same name


Loan Note Alternative                                   the alternative whereby Shareholders (other than
                                                        Restricted Overseas Persons) may elect to receive,
                                                        subject to the terms and conditions of the Offer, Loan
                                                        Notes instead of all or part of the cash consideration
                                                        to which they would otherwise be entitled under the
                                                        Offer


Loan Notes                                              the floating rate unsecured loan notes of Euromoney to
                                                        be issued to certain Shareholders pursuant to the Loan
                                                        Note Alternative


London Stock Exchange                                   London Stock Exchange plc


Metal Bulletin                                          Metal Bulletin plc


Metal Bulletin Group                                    Metal Bulletin and its subsidiary undertakings


Metal Bulletin Share Schemes                            each of:



                                                        a)       the Metal Bulletin plc 1994 Executive Share
                                                        Option Scheme (the 'Approved Scheme');

                                                        b)       the Metal Bulletin plc 1997 Unapproved
                                                        Executive Share Option Scheme (the 'Unapproved Scheme');

                                                        c)       the Metal Bulletin plc 1994 Employee (Savings
                                                        Related) Share Option Scheme (the '1994 SAYE Scheme');

                                                        d)       the Metal Bulletin plc Employee (Savings
                                                        Related) Share Option Scheme (the '2004 SAYE Scheme');
                                                        and

                                                        e)       the Metal Bulletin plc Long Term Incentive Plan
                                                        approved by the Shareholders at the Metal Bulletin
                                                        annual general meeting on 23 May 2006 (the 'LTIP')


Offer                                                   the recommended offer made by Euromoney Ventures to
                                                        acquire the entire issued and to be issued ordinary
                                                        share capital of Metal Bulletin on the terms and subject
                                                        to the conditions set out in the Offer Document and the
                                                        Form of Acceptance including, where the context so
                                                        permits, the Loan Note Alternative and the Partial Share
                                                        Alternative and, where the context so requires, any
                                                        subsequent revision, variation, extension or renewal of
                                                        such offer and includes any election available in
                                                        connection with such offer


Offer Document                                          the document containing and setting out the terms and
                                                        conditions of the Offer to be posted to Shareholders as
                                                        soon as reasonably practical


Official List                                           the Official List of the UK Listing Authority


OFT                                                     the Office of Fair Trading of the United Kingdom


Panel                                                   the Panel on Takeovers and Mergers


Partial Share Alternative                               the alternative whereby Shareholders (other than
                                                        Restricted Overseas Persons) may elect to receive,
                                                        subject to the terms and conditions set out in the
                                                        Offer, Consideration Shares in respect of all or part of
                                                        the cash consideration to which they would otherwise be
                                                        entitled under the Offer


Regulatory Information Service                          any of the services set out in Appendix 3 to the Listing
                                                        Rules


Restricted Overseas Person                              a US person or a person (including an individual,
                                                        partnership, unincorporated syndicate, limited liability
                                                        company, unincorporated organisation, trust, trustee,
                                                        executor, administrator or other legal representative)
                                                        in, or resident in, or any person whom Euromoney
                                                        reasonably believes to be in, or resident in Australia,
                                                        Canada or Japan and persons in any other jurisdiction
                                                        (other than US persons or persons in the UK) whom
                                                        Euromoney is advised to treat as restricted overseas
                                                        persons in order to observe the laws of such
                                                        jurisdiction or to avoid the requirement to comply with
                                                        any governmental or other consent or any registration,
                                                        filing or other formality which Euromoney regards as
                                                        unduly onerous, subject to Rule 30.3 of the City Code


Shares                                                  the existing unconditionally allotted or issued and
                                                        fully paid ordinary shares of two pence each in the
                                                        capital of Metal Bulletin and any further shares which
                                                        are unconditionally allotted or issued before the date
                                                        on which the Offer closes (or such earlier date or
                                                        dates, not being earlier than the date on which the
                                                        Offer becomes unconditional as to acceptances or, if
                                                        later, the first closing date of the Offer, as Euromoney
                                                        may decide) but excluding in both cases any such shares
                                                        held or which become held in treasury


Shareholders                                            registered holders of Shares


Substantial Interest                                    a direct or indirect interest in 20 per cent. or more of
                                                        the voting equity capital of an undertaking


Takeovers Directive Regulations                         The Takeovers Directive (Interim Implementation
                                                        Regulations 2006/1183 implementing the European
                                                        Directive on Takeover Bids (2004/25/EC)


Third Party                                             has the meaning set out in Appendix I


Trillium Partners                                       Trillium Partners Limited


UK or United Kingdom                                    the United Kingdom of Great Britain and Northern Ireland


UKLA                                                    the Financial Services Authority, acting in its capacity
                                                        as the UK Listing Authority


US or United States                                     the United States of America, its territories and
                                                        possessions, any state of the United States of America
                                                        and the District of Columbia


US Person                                               a US person as defined in Regulation S made under the US
                                                        Securities Act


US Securities Act                                       The United States Securities Act of 1933 (as amended)
                                                        and the rules and regulations promulgated thereunder


Wider Metal Bulletin Group                              Metal Bulletin and the subsidiary undertakings of Metal
                                                        Bulletin and associated undertakings (including any
                                                        joint venture, partnership, firm or company in which any
                                                        member of the Metal Bulletin Group is interested or any
                                                        undertaking in which Metal Bulletin and such
                                                        undertakings (aggregating their interests) have a
                                                        Substantial Interest)


Wilmington                                              Wilmington Group plc







For the purposes of this announcement, 'subsidiary', 'subsidiary undertaking', 
'undertaking', 'associated undertaking' have the meanings given by the Companies
Act  (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the
Companies Act).



All references to time in this announcement are to London time unless otherwise
stated.


                      This information is provided by RNS
            The company news service from the London Stock Exchange