Euromoney Institutional InvestorPLC
06 October 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA,
CANADA, JAPAN OR THE UNITED STATES
6 October 2006
For immediate release
Recommended cash offer
by Euromoney Institutional Investor PLC ('Euromoney')
on behalf of its wholly owned subsidiary,
Euromoney Institutional Investor (Ventures) Limited ('Euromoney Ventures'),
for Metal Bulletin Public Limited Company ('Metal Bulletin')
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
1. Offer declared unconditional in all respects
On 4 August 2006, Euromoney announced the terms of a recommended cash offer for
Euromoney Ventures to acquire the entire issued and to be issued ordinary share
capital of Metal Bulletin ('the Offer'). The Offer Document setting out the full
terms of the Offer was posted to Metal Bulletin Shareholders on 31 August 2006.
Terms defined in the Offer Document have the same meaning in this announcement.
Euromoney is pleased to announce that all of the conditions of the Offer have
now been satisfied and the Offer is now declared unconditional in all respects.
Commenting on the announcement, Padraic Fallon, Chairman of Euromoney said:
'We are delighted to announce that Euromoney's offer is now unconditional. Metal
Bulletin and Euromoney have complementary products and similar dynamic cultures.
We have the opportunity to create one of the world's leading business media
groups focusing on the metals and financial markets. We are also pleased to note
that the Partial Share Alternative was significantly oversubscribed which is
evidence of strong shareholder support for the acquisition. We look forward to
working with Metal Bulletin's people to deliver the cross-selling and other
opportunities offered by bringing both businesses together.'
2. Level of acceptances and ownership
Euromoney announces that as at 1.00 p.m. on 5 October 2006, being the second
closing date of the Offer, Euromoney Ventures had received valid acceptances of
the Offer in respect of a total of 47,614,409 Metal Bulletin Shares,
representing approximately 86.07 per cent. of the existing issued ordinary share
capital of Metal Bulletin.
As disclosed in the Offer Document and the announcements on 4 and 7 August 2006
and 21 September 2006, Euromoney is also the beneficial owner of 4,931,595 Metal
Bulletin Shares, representing approximately 8.91 per cent. of the existing
issued ordinary share capital of Metal Bulletin.
Accordingly, Euromoney is the beneficial owner of, and Euromoney Ventures has
received valid acceptances in respect of, 52,546,004 Metal Bulletin Shares,
together representing approximately 94.98 per cent. of the existing issued
ordinary share capital of Metal Bulletin.
As at 1.00 p.m. (London time) on 5 October 2006, of the above acceptances, valid
elections for the Loan Note Alternative had been received in respect of
1,926,212 Metal Bulletin Shares, representing approximately 3.48 per cent. of
the entire issued share capital of Metal Bulletin and valid elections for the
Partial Share Alternative had been received in respect of 23,978,386 Metal
Bulletin Shares, representing approximately 43.34 per cent. of the entire issued
share capital of Metal Bulletin.
As set out in the Offer Document, the Partial Share Alternative is offered to
Metal Bulletin shareholders subject to the number of New Euromoney Shares being
issued not exceeding 14 million shares. Due to the level of elections for the
Partial Share Alternative, each Metal Bulletin shareholder who elected for the
Partial Share Alternative will have their election scaled back by 46.47 per
cent. with any Metal Bulletin Shares subject to such scale-back being
reallocated according to each shareholder's elections or deemed elections.
Save as disclosed in either this announcement or in the Offer Document, neither
Euromoney nor any person acting in concert with Euromoney, is interested in or
has any rights to subscribe for, any Metal Bulletin Shares nor does any such
person have any short position or any arrangement in relation to Metal Bulletin
Shares. For these purposes, 'arrangement' includes any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery of Metal Bulletin Shares and any borrowing or lending of Metal Bulletin
Shares that have not been on-lent or sold.
As set out in the Offer Document, Euromoney received irrevocable undertakings
and non-binding letters of intent to accept or procure acceptance of the Offer
in respect of a total of 17,151,099 Metal Bulletin Shares, representing
approximately 31.00 per cent. of the existing issued ordinary share capital of
Metal Bulletin. Acceptances have been received in respect of 14,337,249 Metal
Bulletin Shares, representing approximately 25.92 per cent. of the issued
ordinary share capital of Metal Bulletin, that were subject to these irrevocable
undertakings and non-binding letters of intent. The remaining shares relate to a
letter of intent given by AEGON Asset Management who, as disclosed on 21
September 2006, had sold all their Metal Bulletin shares.
The consideration will be despatched (in a manner set out in the Offer Document)
on or before 19 October 2006 to Metal Bulletin Shareholders who have validly
accepted the Offer as at 1.00pm on 5 October 2006. Thereafter, consideration
will be despatched to Metal Bulletin Shareholders who validly accept the Offer
within 14 days of receipt of an acceptance valid in all respects.
Application has been made for the New Euromoney Shares to be admitted to the
Official List and these shares are expected to be admitted to trading at 8.00am
6 October 2006.
4. Delisting and Compulsory Acquisition
Applications will be made to the Financial Services Authority for the
cancellation of the listing of Metal Bulletin Shares on the Official List and to
the London Stock Exchange for the cancellation of the admission to trading of
Metal Bulletin Shares on its market for listed securities, with each expected to
take effect from 3 November 2006, being 20 Business Days following the date of
In addition, Euromoney Ventures intends to exercise its rights pursuant to
Schedule 2 of The Takeovers Directive (Interim Implementation) Regulations 2006
to acquire compulsorily any outstanding Metal Bulletin Shares to which the Offer
relates on the same terms as the Offer.
Terms used in this announcement shall have the meaning given to them in the
5. Offer to remain open
The Offer will remain open for acceptances until further notice but in any event
until at least 19 October 2006. Forms of Acceptance not yet returned should be
completed and returned in accordance with the instructions set out in the Offer
Document and in the Form of Acceptance so as to be received as soon as possible.
The Loan Note Alternative and the Partial Share Alternative will also remain
open although the Partial Share Alternative scaleback ratio referred to above,
to be applied to any future elections may itself need to be adjusted so as to
ensure that the New Euromoney Shares being issued do not result in the maximum
number of shares to be issued under the Partial Share Alternative exceeding 14
6. Procedure to accept the Offer
To accept the Offer in respect of Metal Bulletin Shares held in certificated
form, the Form of Acceptance should be completed, signed and returned in
accordance with the instructions set out in the Offer Document and on the Form
of Acceptance as soon as possible to Capita Registrars, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Additional Forms of
Acceptance are available from Capita Registrars on 0870 162 3121 or, if calling
from outside the United Kingdom, on +44 20 8639 2157.
To accept the Offer in respect of Metal Bulletin Shares held in uncertificated
form (that is, in CREST), Metal Bulletin Shareholders should follow the
procedure set out in paragraph 15(b) of the letter from Euromoney contained in
Part II of the Offer Document as soon as possible.
Padraic Fallon (Chairman)
Richard Ensor (Managing Director)
Colin Jones (Finance Director)
Christopher Fordham (Executive Director)
Tel: +1 212 224 3414
+44 (0)20 7779 8888
Dresdner Kleinwort (financial adviser and broker to Euromoney)
Tel: +44 (0)20 7623 8000
Tulchan Communications (PR adviser to Euromoney)
Tel: +44 (0)20 7353 4200
Dresdner Kleinwort Limited, which is regulated and authorised in the United
Kingdom by the Financial Services Authority, is acting exclusively for Euromoney
in connection with the Offer and no-one else and will not be responsible to
anyone other than Euromoney for providing the protections afforded to clients of
Dresdner Kleinwort Limited or for providing advice in relation to the Offer.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities, 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. Any acceptance or other response to the Offer Document
should be made only on the basis of the information
contained in the Offer Document.
This information is provided by RNS
The company news service from the London Stock Exchange