Wilmington Group Plc
09 August 2006
9 August 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN
OR UNITED STATES
PROPOSED RECOMMENDED MERGER OF METAL BULLETIN PLC ('METAL BULLETIN') AND
WILMINGTON GROUP PLC ('WILMINGTON')
On 4 August 2006 the Board of Metal Bulletin recommended Metal Bulletin
Shareholders to accept the offer for Metal Bulletin by Euromoney Institutional
Investor PLC (the 'Euromoney Offer') conditional, inter alia, on the proposed
merger with Wilmington not being implemented and none of the resolutions
proposed or to be proposed at the Metal Bulletin Extraordinary General Meeting
(or any adjournment thereof) being passed.
Wilmington notes the announcement by Metal Bulletin today which states that,
following its recommendation of the Euromoney Offer, the Board of Metal Bulletin
is revoking its recommendation of the merger between Metal Bulletin and
Wilmington and, as a result, it intends to seek an adjournment, sine die, of the
extraordinary general meeting, reconvened for 9:30am on 10 August 2006, at such
As a result, Wilmington therefore advises its shareholders that it intends to
seek an adjournment, sine die, of the court meeting and extraordinary general
meeting, which have been reconvened for 10:00am and 10:15am, respectively, on
10 August 2006, at such meetings.
Wilmington remains committed to its proven strategy of strengthening its
business through focused investment, both acquisitive and organic, in its key
professional markets. The Wilmington Board is encouraged by the continued
progress of Wilmington Group and is confident that this strategy will result in
further progress in the year ending 30 June 2007.
A further announcement will be made as appropriate.
For further information, please contact:
Weber Shandwick +44 20 7067 0700
Hoare Govett +44 20 7678 8000
Marshall Securities +44 20 7490 3788
Rule 3 adviser
The directors of Wilmington 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, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of Wilmington or Metal Bulletin, all 'dealings' in any 'relevant
securities' of Wilmington 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 Wilmington 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 Wilmington or Metal Bulletin by Wilmington 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
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 http://
'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.
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