Statement re Proposed Merger of Informa Group p...
Informa Group Plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA,
CANADA, JAPAN OR UNITED STATES
Proposed Merger of Informa and Taylor & Francis to create a
new force in specialist information
-- The boards of Informa and Taylor & Francis announce a proposed merger to
create T&F Informa, a new international force in the provision of specialist
information through its combined publishing and events businesses.
-- T&F Informa will be a leading provider of high value specialist information
to Informa and Taylor & Francis' overlapping academic, scientific,
professional and commercial customer communities. Its geographic, customer
and product presence and enhanced financial strength will enable it to drive
both organic and acquisition-led growth.
-- T&F Informa's future growth will benefit from:
-- the existing strong momentum and prospects for both Informa and
Taylor & Francis;
-- enhanced revenue opportunities arising from new products and brand
extensions across the Enlarged Group's markets;
-- the cross-over demand for information in the academic, scientific,
professional and commercial communities;
-- a well balanced and robust portfolio of assets combining operationally
geared professional and commercial operations with resilient and stable
academic publishing;
-- increased operational and financial scale and geographic
reach; with approximately 2,500 subscription-based products
and services, a book backlist of over 35,000 volumes, some
2,800 events per year and databases of approaching 10 million
names; and
-- annual pre-tax cost savings of at least £4.6 million by the beginning of
2005*. The one-off cost of achieving these savings is estimated at £1.3
million in 2004.
-- Both companies today announced strong results for the year ended 31 December
2003 and a positive outlook for 2004, demonstrating that Informa and Taylor
& Francis are merging from a position of strength to create a high quality
information company with good growth prospects.
-- Assuming the Merger had taken place on 1 January 2003 and had incorporated
the most recently available audited results of PJB and Marcel Dekker as if
they had been consolidated for the full year, T&F Informa would have had pro
forma revenues of £491 million and pro forma earnings before interest, tax,
amortisation and exceptional items of £92 million for the year ended 31
December 2003.
-- The aggregate market capitalisation of T&F Informa would be approximately
£1,105 million, based on the closing middle market price of Informa Shares
on 1 March 2004 (the last business day prior to this announcement).
-- Existing Informa and Taylor & Francis shareholders will hold approximately
51 per cent. and 49 per cent. respectively of the enlarged issued share
capital of T&F Informa, based on the current issued share capitals of
Informa and Taylor & Francis.
-- The board of T&F Informa will reflect the complementary skills and
experience of the senior management of the two groups. The combined
management team has broad experience of successful acquisitions, business
integration and organic growth delivery, both in the UK and internationally
across the academic, scientific, professional and commercial markets. The
board will comprise:
David Smith, Chairman (Taylor & Francis)
Peter Rigby, Chief Executive (Informa)
David Gilbertson, Managing Director (Informa)
Anthony Foye, Finance Director (Taylor & Francis)
Richard Hooper, Non-executive Director (Informa)(a)
Don Cruickshank, Non-executive Director (Taylor & Francis)
Sean Watson, Non-executive Director (Informa)
Derek Mapp, Non-executive Director (Taylor & Francis)
(a) Senior non-executive director
An additional independent non-executive director will be appointed to the
board of T&F Informa, giving a total of five non-executives.
-- The Merger is to be effected by way of a scheme of arrangement of Taylor &
Francis under which Taylor & Francis Shareholders will receive 17 new
Informa Shares for every 10 Taylor & Francis Shares held. Informa
Shareholders will retain their shares in Informa (which will be renamed T&F
Informa on completion of the Merger).
-- Taylor & Francis Shareholders will be entitled to receive and retain the
Taylor & Francis final dividend of 3.23 pence announced today in respect of
the year ended 31 December 2003. Informa Shareholders will be entitled to
receive and retain the Informa final dividend of 4.94 pence announced today
in respect of the year ended 31 December 2003.
-- The Merger is subject to a number of conditions, including the sanction of
the Court and the approval of the shareholders of both Informa and Taylor &
Francis. The Merger is expected to complete in May 2004.
-- The boards of both Informa and Taylor & Francis intend unanimously to
recommend the Merger to their respective shareholders.
-- Greenhill is acting as lead financial adviser to Informa. Trillium Partners
is acting as financial adviser and UBS is acting as financial adviser and
sole broker to Informa. Deutsche Bank is acting as sole financial adviser to
Taylor & Francis and Hoare Govett is acting as sole broker to Taylor &
Francis.
Peter Rigby, Chairman of Informa, said:
"The merger of Informa and Taylor & Francis will create an exciting
new force in specialist information. Both companies performed well in
2003 and are coming together from positions of strength at a time when
there are significant opportunities for enhanced future growth. The
new group will be better placed to capture and exploit this growth.
The combined new management team has the experience to build on the
existing platforms to create a strong and resilient business that will
be a major industry player over the next few years."
David Smith, Chief Executive of Taylor & Francis, said:
"The merger brings clear benefits to both companies. Most importantly,
we will generate increased revenue and will have a well balanced
portfolio, capable of taking advantage of a wider range of economic
conditions. Our increased scale will stand us in good stead for
further consolidation in our professional, academic and business
markets.
Taylor & Francis and Informa have grown consistently through a mixture
of organic growth and well timed acquisitions. This remains our
touchstone and the opportunities for the new group are considerable."
Don Cruickshank, Chairman of Taylor & Francis, said:
"When I recently joined the board, I was aware of the on-going
discussions which I fully supported. I look forward to being part of
the board of T&F Informa which has exciting potential."
This summary should be read in conjunction with the full text of the
following announcement. Appendix II contains the definitions of
certain terms used in this announcement. A presentation to analysts
regarding the Merger will be held today at 9.30 a.m. at the City
Conference Centre, 80 Coleman Street, London EC2R 5BJ. A press
briefing will take place at 11.00 a.m. at the same venue.
Press enquiries
Informa +44 20 7017 4302 Taylor & Francis +44 20 7583 9855
Peter Rigby David Smith
David Gilbertson Anthony Foye
Jim Wilkinson
Greenhill +44 20 7440 0400 Deutsche Bank +44 20 7545 8000
Lead financial adviser Financial adviser
Simon Borrows Geoffrey Austin
Peter Bell Michael Stock
Guy Hayward-Cole
Trillium Partners +44 20 7866 6044 Hoare Govett +44 20 7678 8000
Financial adviser Broker
Stephen Routledge Mark Astaire
Sara Coghill
UBS +44 207 567 8000 Financial Dynamics +44 20 7831 3113
Financial adviser and broker Tim Spratt
Michael Lacey-Solymar Charles Palmer
Adam Joy
Simon Warshaw
Bell Pottinger +44 20 7861 3877
Zoe Sanders
Catherine Lees
* The expected pre-tax cost savings have been calculated on the basis
of the existing cost and operating structures of the companies and by
reference to current prices and exchange rates and the current
regulatory environment. These statements of pre-tax cost savings and
costs for achieving them relate to future actions and circumstances
which, by their nature, involve risks, uncertainties and other
factors. Because of this, the cost savings referred to may not be
achieved, or those achieved could be materially different from those
estimated. This statement should not be interpreted to mean that the
earnings per share in the financial year of the Merger, or in any
subsequent period, would necessarily match or be greater than those
for the relevant preceding financial period.
Greenhill & Co. International LLP, which is regulated in the United
Kingdom by the Financial Services Authority, is acting for Informa and
no one else in connection with the Merger and will not be responsible
to anyone other than Informa for providing the protections afforded to
clients of Greenhill & Co. International LLP or for providing advice
in relation to the Merger.
Trillium Partners Limited is acting for Informa and no one else in
connection with the Merger and will not be responsible to anyone other
than Informa for providing the protections afforded to clients of
Trillium Partners Limited or for providing advice in relation to the
Merger.
UBS Limited is acting for Informa in connection with the matters
referred to in this announcement and no one else and will not be
responsible to any person other than Informa for providing the
protections afforded to clients of UBS Limited nor for providing
advice in relation to the matters described or referred to in or the
contents of this announcement.
Deutsche Bank AG London, which is regulated by the Financial Services
Authority for the conduct of designated investment business in the
United Kingdom, is acting for Taylor & Francis and no one else in
connection with the Merger and will not be responsible to anyone other
than Taylor & Francis for providing the protections afforded to
clients of Deutsche Bank AG London or for providing advice in relation
to the Merger.
Hoare Govett Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting for Taylor & Francis as sole
broker and no one else in connection with the Merger and will not be
responsible to anyone other than Taylor & Francis for providing the
protections afforded to clients of Hoare Govett Limited or for
providing advice in relation to the Merger.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore persons
in such jurisdictions into which this announcement is released,
published or distributed should inform themselves about and observe
such restrictions.
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.
Proposed Merger of Informa and Taylor & Francis to create a new force
in specialist information
Introduction
The boards of Informa and Taylor & Francis announce a proposed merger to create
T&F Informa, a new international force in the provision of specialist
information through its combined publishing, events and data businesses.
Existing Informa and Taylor & Francis shareholders will hold approximately 51
per cent. and 49 per cent. respectively of the enlarged share capital of T&F
Informa, based on the current issued share capitals of Informa and Taylor &
Francis. The relative ratio has been agreed with reference to the relative stock
market valuations of each of the companies in the months preceding the
announcement of the Merger.
The Merger is to be effected by way of a scheme of arrangement of Taylor &
Francis. Under the terms of the Merger, Taylor & Francis Shareholders will
receive 17 new Informa Shares for every 10 Taylor & Francis Shares held. Informa
Shareholders will retain their shares in Informa. The aggregate market
capitalisation of T&F Informa would be approximately £1,105 million, based on
the closing middle market price of Informa Shares on 1 March 2004 (the last
business day prior to this announcement).
Upon the Merger becoming effective, the combined entity will be renamed T&F
Informa.
The boards of both Informa and Taylor & Francis intend unanimously to recommend
that their respective shareholders take such steps as are necessary to implement
the Merger.
Background to the Merger
Since the merger in 1998 of IBC and LLP, Informa has been developing a leading
international professional and business information group delivering high value,
specialist information through a wide range of media. Informa has developed
market-leading positions in most of the specialist niche markets in which it
operates. Informa has exploited the benefits of its strong brands in publishing
and events to maximise revenue opportunities across six international market
sectors and its target customer base of business practitioners and
professionals. As an international market leader in event organisation, Informa
has developed event businesses across a wide number of markets and geographies,
as well as utilising well-known branded publications such as Lloyd's List to
create events. It has also developed publications such as Bioprocess
International by leveraging off its leading event brands. Informa has also made
a number of complementary acquisitions, principally subscription based
publishing businesses such as MCM, MMS, Biotechniques and PJB, and has built and
is continuing to build additional revenue opportunities from these acquisitions
by disseminating high value content in a range of new media formats.
Since its flotation in 1998, Taylor & Francis has shown consistent growth,
driven both organically and through strategic acquisitions. In November 1998,
Taylor & Francis acquired Routledge to develop significantly its books business
alongside an already strong journals division. Taylor & Francis has continued to
enhance the group's consistent organic growth with bolt-on acquisitions to both
divisions. More recently, Taylor & Francis has further developed its North
America-based business with the acquisitions of the CRC Press Group of companies
(Florida-based academic, scientific and professional publisher) in April 2003
and Marcel Dekker (Florida-based science and pharmaceutical publisher) in
January 2004. Following the integration of these two businesses with the
existing North American activities, Taylor & Francis will have established a
major strategic presence in the world's largest publishing market. In addition,
Taylor & Francis has continued to build on its strong European presence through
a number of company and asset portfolio acquisitions including Bios (UK -
January 2003), Frank Cass (UK - July 2003) and Swets & Zeitlinger (Netherlands -
November 2003).
The Merger of Informa and Taylor & Francis represents a logical continuation of
the strategies of the two companies and will create a new international force in
the provision of specialist information through T&F Informa's publishing, events
and data businesses.
Informa and Taylor & Francis have common processes across their business
operations which will enable T&F Informa to generate scale benefits. These
processes include content origination; print, design and production; fulfilment,
electronic delivery and customer service; marketing databases and direct mail;
and warehousing and distribution. Furthermore, the two groups have a shared
focus and culture. Both are research-led organisations providing niche
information to specialist communities and are focused on market leading brands.
T&F Informa will be a leading provider of high value specialist information to
Informa and Taylor & Francis' overlapping academic, scientific, professional and
commercial customer communities. Its geographic, customer and product presence
and enhanced financial strength will enable it to drive both organic and
acquisition-led growth.
Benefits of the Merger
T&F Informa will drive growth by benefiting from
-- strong momentum and prospects for both Informa and Taylor & Francis
-- enhanced revenue opportunities
-- cross-over demand for information
-- well balanced and robust portfolio of assets
-- increased operational and financial scale and geographic reach
-- cost savings
Strong momentum and prospects for both Informa and Taylor & Francis
Both companies today announced strong results for the year ended 31 December
2003 and a positive outlook for 2004, demonstrating that Informa and Taylor &
Francis are merging from a position of strength to create a high quality
information company which will benefit from the existing momentum of the two
companies and their good growth prospects.
Enhanced revenue opportunities
T&F Informa will target the existing complementary customer bases of Informa and
Taylor & Francis and will utilise the expertise of each business in its media
delivery formats to drive new products and brand extensions across all its
markets. This should enable T&F Informa to generate attractive revenue
synergies:
-- T&F Informa will link researchers, practitioners and
service providers across publication and event formats
such as the 3GSM World Congress and mobile telecoms
community;
-- T&F Informa will use Informa's expertise to introduce
branded meetings, training and learning products to Taylor
& Francis' existing customers previously serviced only by
books and journals. Similarly, T&F Informa will leverage
Taylor & Francis' publishing capabilities to intensify
publication output to certain key markets such as the
legal, insurance and commodity markets using Taylor &
Francis' book and journal engine;
-- T&F Informa will drive advertising, sponsorship and
exhibition revenue opportunities in Taylor & Francis'
science, technical and medical niches; and
-- T&F Informa will widen the distribution of existing
product to relevant audiences at minimal further cost such
as by exploiting Informa's 800,000 name Life Sciences
database and by physically showcasing Taylor & Francis'
publications at Informa conferences.
T&F Informa will be able to broaden and deepen its combined product portfolio
supported by the combination of the two businesses' worldwide networks of staff,
customer and marketing databases, expert authors, editors, contributors and
conference speakers.
Cross-over demand for information
There is cross-over demand for information in the academic, scientific,
professional and commercial communities. The application of scientific and
technical research is being utilised by the professional and commercial markets
and this will enable T&F Informa to leverage its expertise across these markets.
Well balanced and robust portfolio
T&F Informa will have a well balanced and robust portfolio of assets which
should demonstrate attractive growth characteristics during periods of economic
upturn through its operationally geared professional and commercial operations,
while exhibiting a high degree of profit resilience through its academic and
scientific publishing businesses in times of economic slowdown.
Pro forma for the year to 31 December 2003
---------------------------------------------
Revenue by media delivery format Informa Taylor & T&F Informa
Francis
Subscriptions 40% 46% 42%
Copy sales 5% 54% 24%
Advertising 11% - 7%
Events 41% - 25%
Other 3% - 2%
---------------------------------------------
100% 100% 100%
Note: Pro forma Informa includes PJB for the year ended 31 August
2003; pro forma Taylor & Francis includes Marcel Dekker for the year
ended 31 December 2002
Informa and Taylor & Francis have highly complementary media delivery formats,
which will generate new product opportunities across the portfolio of assets.
Taylor & Francis' information is delivered predominantly through hardcopy and
electronic journals, books and newsletters and Informa's through journals,
electronic data, conferences, courses and exhibitions.
Increased operational and financial scale and geographic reach
T&F Informa will have enhanced financial strength, increased scale and
geographic reach to drive both organic and acquisition-led growth and to invest
and compete more effectively in its core markets.
T&F Informa will be strongly represented in the principal markets of the UK,
North America, Continental Europe and the Asia Pacific region. T&F Informa will
have a more complete international sales network and greater scope to invest in
new markets.
Pro forma for the year to 31 December 2003
---------------------------------------------
Revenue by destination Informa Taylor & T&F Informa
Francis
UK 21% 20% 21%
North America 27% 43% 33%
Continental Europe 40% 17% 31%
Rest of the world 12% 20% 15%
---------------------------------------------
100% 100% 100%
Note: Pro forma Informa includes PJB for the year ended 31 August 2003; pro
forma Taylor & Francis includes Marcel Dekker for the year ended 31 December
2002
T&F Informa will publish approximately 2,500 subscription based products and
services, will have a book backlist of over 35,000 volumes, will organise some
2,800 events worldwide each year and will have databases of approaching 10
million names. T&F Informa will have 3,789 employees (excluding Marcel Dekker).
Cost savings
The boards of Informa and Taylor & Francis believe that annual pre-tax cost
savings will amount to at least £4.6 million by the beginning of 2005*. The
one-off cost of achieving these savings is estimated at £1.3 million in 2004.
These savings will be achieved through operational efficiencies and reducing
central overheads in areas such as IT, distribution and printing, property and
corporate and back office.
Business profile of T&F Informa
T&F Informa will provide specialist, high quality information to global
academic, scientific, professional and commercial markets. The group will
continue to serve its broad customer base in the fields of science, technical,
medical, finance & insurance, law & tax, telecoms & media, maritime trade &
transport and commodities & energy.
T&F Informa will disseminate its information through a wide range of media
including hardcopy and electronic journals, books, electronic data, news
publications, conferences, courses and exhibitions.
The following pro forma information indicates the scale of T&F Informa assuming
the Merger had taken place on 1 January 2003 and had incorporated the most
recently available audited results of PJB and Marcel Dekker as if they had been
consolidated for a full year:
Year ended 31 December 2003 (pro forma)
Sales £490.9 million
EBIT before amortisation and exceptionals(a) £91.6 million
Profit before tax, amortisation and £83.0 million
exceptionals(a)
Net assets £152.1 million
Net debt £356.5 million
(a) Stated before loss on sale and termination of operations
T&F Informa will be a highly cash generative business with Informa and Taylor &
Francis converting 109 per cent. and 108 per cent. of profits before interest,
tax, exceptional items and amortisation into operating cashflow respectively in
the year ended 31 December 2003.
T&F Informa is expected to operate through three market-focused
divisions:
-- Academic and Scientific (pro forma revenue: £199 million);
-- Professional (pro forma revenue: £170 million); and
-- Commercial (pro forma revenue: £122 million).
T&F Informa board and employees
The T&F Informa board will reflect the complementary skills and experience of
the senior management of the two groups. The combined management team has broad
experience of successful acquisitions, business integration and organic growth
delivery, both in the UK and internationally across the academic, scientific,
professional and commercial markets. The executive directors will have clearly
defined roles within the organisation. The board will comprise:
David Smith, Chairman (Taylor & Francis)
Peter Rigby, Chief Executive (Informa)
David Gilbertson, Managing Director (Informa)
Anthony Foye, Finance Director (Taylor & Francis)
Richard Hooper, Non-executive Director (Informa)(a)
Don Cruickshank, Non-executive Director (Taylor & Francis)
Sean Watson, Non-executive Director (Informa)
Derek Mapp, Non-executive Director (Taylor & Francis)
(a)Senior non-executive director
An additional independent non-executive director will be appointed to the board
of T&F Informa, giving a total of five non-executives.
The boards of Informa and Taylor & Francis believe the career prospects for the
Enlarged Group's employees will be enhanced by the greater opportunities
afforded by being part of a larger group. The boards of Informa and Taylor &
Francis have confirmed that the existing employment rights, including pension
rights, of the employees of the Enlarged Group will be fully safeguarded.
Information on Informa
Informa originates and supplies high value business and professional information
to niches within six major international markets using a range of media formats.
The major markets are finance & insurance, life sciences, telecommunications &
media, law & tax, maritime trade & transport and commodities & energy. The
information is delivered in a wide range of formats, both traditional and
electronic. Among the delivery formats used are newspapers, electronic online
services (including internet delivery), magazines, journals, newsletters, books,
conferences, courses and exhibitions.
Informa produces more than 1,500 publishing products and services and 2,800
conferences. The publishing products are sold to more than 80,000 subscribers
annually and more than 100,000 paying delegates attend the conferences annually.
There is a high level of repeat business across subscribers, publications and
events. Informa products and services are sold in 180 countries from a base of
49 offices in 18 countries covering the UK, Continental Europe, North and South
America, Middle East, Asia and Australia.
For the year ended 31 December 2003, the Informa Group reported turnover of £268
million (2002: £283 million); profit before tax, amortisation and exceptional
items of £32 million (2002: £30 million) and basic earnings per share before
amortisation and exceptional items of 17.2 pence (2002: 16.4 pence).
Information on Taylor & Francis
Taylor & Francis is a leading international group of companies publishing
specialist academic, scientific and professional information via hardcopy and
electronic journals, books and newsletters. Taylor & Francis' current portfolio
includes over 1,000 journals and a book backlist in excess of 35,000 titles.
Each year, Taylor & Francis publishes over 20 new journals and circa 2,700 new
books. The group's publications supply the academic and industrial research,
undergraduate, post-graduate and professional markets. Publications cover a
range of subjects including: bioscience, business and management, construction,
education, engineering, the environment, humanities, medicine and healthcare,
physical sciences, psychology, reference and social and political science.
Publications are available in paper based and electronic formats. The group has
a significant presence in the major international markets of the UK, Continental
Europe and North America.
For the year ended 31 December 2003, Taylor & Francis reported turnover of £174
million (2002: £147 million); profit before tax, amortisation and exceptional
items of £40 million (2002: £33 million) and diluted earnings per share before
amortisation and exceptional items of 34.2 pence (2002: 27.0 pence).
Dividend payments and future policy
The board of Informa announced on 2 March 2004 a final dividend of 4.94 pence
(net) per share in respect of the year ended 31 December 2003, to be paid on 20
May 2004 to Informa Shareholders on the register at the close of business on 23
April 2004.
The board of Taylor & Francis announced on 2 March 2004 a final dividend of 3.23
pence (net) per share, in respect of the year ended 31 December 2003, to be paid
on 11 June 2004 to Taylor & Francis Shareholders on the register at the close of
business on 12 March 2004, which they will be entitled to receive and retain.
If the Merger becomes effective prior to the annual general meeting of Informa
or Taylor & Francis at which the final dividend of Informa or Taylor & Francis,
as the case may be, would otherwise have been approved, the board of Informa or
Taylor & Francis, as the case may be, will instead declare a second interim
dividend of an amount equal to the final dividend to which Informa Shareholders
or Taylor & Francis Shareholders, as the case may be, would otherwise have been
entitled had the Merger become effective after such annual general meeting. Such
interim dividend will be declared before the Effective Date.
The board of T&F Informa intends to continue with Informa's current dividend
policy in 2004. Thereafter T&F Informa intends to maintain a progressive
dividend policy while seeking to grow dividend cover to approximately 3.0 times.
Current trading and prospects
Informa and Taylor & Francis separately announced today their results for the
year ended 31 December 2003. Commenting on current trading and future prospects
for Informa and Taylor & Francis,
Peter Rigby, Chairman of Informa, said:
"Overall we saw an improvement in trading conditions in the last quarter of 2003
which has continued into 2004. An improvement in the fortunes of mobile
telecommunications companies allied with our new agreement with the GSM
Association should see our Telecoms business growing again. Similarly, improved
freight rates will benefit our maritime business and a more settled Middle East
political situation allied with high oil prices will boost our energy revenues."
"With an encouraging performance at the start of 2004, the outlook looks much
more positive than in recent years and we look forward to another successful
year."
Don Cruickshank, Chairman of Taylor & Francis, said:
"Our markets have and continue to experience funding pressures although this
appears to be easing in 2004. The group has a tremendous benefit in that it has
strong niche products and operates in global markets, which enables it to
balance the effect of localised market conditions. In 2003 the group has seen
good growth from many markets, and has posted a strong underlying performance.
The group will also have the benefit of a full year contribution from the
acquisitions made during 2003 to help sustain growth into 2004. The enlarged
product and customer bases will enable the group to develop and compete more
effectively in an enlarged and growing market place.
Taylor & Francis has a solid platform from which to drive further organic
growth, and with the addition of CRC, Cass, SZP and Marcel Dekker it is well
placed to continue to participate, where appropriate, in the consolidation of
the STM and academic publishing market."
"This truly is an exciting time for the group and Taylor & Francis is well
positioned for the next step in its development as a public company. As a result
the Board is confident of another successful year."
The boards of Informa and Taylor & Francis believe that the Enlarged Group is
well positioned for continuing growth and success in the current financial year
and in the years ahead.
Details of the Merger
The Merger is to be effected by way of a scheme of arrangement of Taylor &
Francis and its shareholders and will be subject to the terms and conditions set
out below and in Appendix I and to be set out in the Scheme Document. Under the
terms of the Merger, Taylor & Francis Shares will be cancelled in return for new
Informa Shares on the following basis:
17 new Informa Shares for every 10 Taylor & Francis Shares
and so in proportion for any other number of Taylor & Francis Shares.
The implementation of the Merger, assuming no exercise of options under Taylor &
Francis' Share Option Schemes, would result in the issue of approximately 146
million new Informa Shares, representing approximately 49 per cent. of Informa's
enlarged issued ordinary share capital.
The new Informa Shares issued pursuant to the Merger will be issued credited as
fully paid and will rank pari passu in all respects with the existing Informa
Shares, including the right to receive all dividends and distributions hereafter
declared, made or paid on such shares (but excluding the final dividend of 4.94
pence (net) per share in respect of the year ended 31 December 2003 announced by
Informa on 2 March 2004 or any second interim dividend declared in substitution
therefor).
The Taylor & Francis Shares will be disposed of by Taylor & Francis Shareholders
with full title guarantee and fully paid and free from all liens, charges,
equitable interests, encumbrances and any other third party rights of any nature
whatsoever and together with all rights now or hereafter attaching thereto after
the date of this announcement, including the right to receive all dividends and
other distributions (if any) declared, paid or made on such shares (but
excluding any entitlement to the final dividend of 3.23 pence (net) per share in
respect of the year ended 31 December 2003 announced by Taylor & Francis on 2
March 2004 or any second interim dividend declared in substitution therefor).
Fractions of new Informa Shares will not be issued to Taylor & Francis
Shareholders.
Shareholder Meetings
The implementation of the Scheme will require approval by a special resolution
of Taylor & Francis Shareholders to be proposed at the Taylor & Francis EGM. The
Scheme will also require approval separately by Taylor & Francis Shareholders at
the Taylor & Francis Court Meeting. The approval required at the Taylor &
Francis Court Meeting is a majority in number representing not less than 75 per
cent. in value of those Taylor & Francis Shareholders present and voting.
The Merger will also require approval by an ordinary resolution of Informa
Shareholders to be proposed at the Informa EGM. A special resolution to change
the name of Informa to T&F Informa on completion of the Merger will also be
proposed at the Informa EGM.
The implementation of the Scheme can only become effective if all the conditions
to the Merger have been satisfied or, where relevant, waived. The Scheme will
become effective on the delivery to the Registrar of Companies in England and
Wales by Taylor & Francis of the Court Order sanctioning the Scheme and the
registration of such Court Order. Once the Scheme becomes effective, the terms
will be binding on all Taylor & Francis Shareholders whether or not they voted
in favour.
The Scheme Document setting out full details of the Merger and the Scheme will
be posted shortly to Taylor & Francis Shareholders. In addition, Taylor &
Francis Shareholders will receive listing particulars in relation to the new
Informa Shares. At the same time, Informa will send a circular to Informa
Shareholders, together with a copy of the listing particulars.
The availability of the Merger to persons not resident in the UK may be affected
by the laws of relevant jurisdictions. Taylor & Francis Shareholders who are not
resident in the UK should inform themselves about and observe any applicable
requirements.
Share option schemes
Participants under the Taylor & Francis Share Option Schemes will be sent
further details of the actions they can take in respect of their outstanding
options and awards. The proposals will allow participants in the Taylor &
Francis Share Schemes to exercise their options and awards on the Scheme of
Arrangement becoming effective or to rollover their options over Taylor &
Francis Shares into equivalent options over Informa Shares on the Scheme of
Arrangement becoming effective on terms agreed (where appropriate) with the
Inland Revenue.
The directors of Taylor & Francis intend where permitted under the rules of the
relevant scheme, to roll over their options over Taylor & Francis Shares into
equivalent options over Informa Shares.
The Merger will not affect share options and awards granted under the Informa
Option Schemes.
Both Informa and Taylor & Francis intend, subject to remuneration committee
approval, to continue to grant share options to executive directors and other
employees, pursuant to existing share option schemes, in the ordinary course of
business.
Inducement fee
Informa and Taylor & Francis have signed an agreement as an inducement to both
companies to complete the Merger. Under this agreement, Taylor & Francis will
pay an inducement fee of £4 million to Informa in the event that the Merger
lapses or is withdrawn following an announcement of any proposals involving a
change of control of Taylor & Francis by a third party which proposal, or any
other proposal, subsequently becomes unconditional. Similarly, Informa will pay
an inducement fee of £4 million to Taylor & Francis in the event that the Merger
lapses or is withdrawn following announcement of any proposal involving a change
of control of Informa by a third party which proposal, or any other proposal,
subsequently becomes unconditional.
Settlement, listing and dealings
Application will be made to the UK Listing Authority for the new Informa Shares
to be admitted to the Official List and to the London Stock Exchange for such
shares to be admitted to trading on the London Stock Exchange's market for
listed securities. It is expected that admission to the Official List will
become effective and that dealings, for normal settlement, in the new Informa
Shares will commence on the day on which the Scheme becomes effective. Further
details on settlement, listing and dealing will be included in the documents to
be sent to Taylor & Francis and Informa shareholders.
Interests in shares
Neither Informa nor any director of Informa, nor, so far as Informa is aware,
any party acting in concert with Informa, owns or controls any Taylor & Francis
Shares or any securities convertible or exchangeable into, or any rights to
subscribe for or purchase, or any options to purchase any Taylor & Francis
Shares or holds any derivatives referenced to Taylor & Francis Shares. In the
interests of confidentiality, Informa has not made any enquiries in this respect
of certain parties who may be presumed by the Panel to be acting in concert with
it for the purposes of the Merger.
General
It is expected that the Merger will be accounted for on the basis of merger
accounting principles and as a result the net assets of Informa and Taylor &
Francis will be combined without the need for fair value adjustments and no
goodwill will arise.
On 2 March 2004, Informa and Taylor & Francis entered into an Implementation
Agreement whereby they have agreed to use all reasonable endeavours to implement
the Scheme. Further information on the Implementation Agreement will be set out
in the Scheme Document.
In accordance with Rule 2.10 of the City Code, the current issued share capital
of Informa comprises 152,010,322 ordinary shares of 10 pence each and the
International Securities Identification Number for Informa Shares is
GB0002625654. The current issued share capital of Taylor & Francis comprises
85,851,668 ordinary shares of 5 pence each. The International Securities
Identification Number for Taylor & Francis Shares is GB00027422582.
Recommendations
The board of Informa, which has received financial advice from Greenhill,
Trillium Partners and UBS, considers the terms of the Merger to be in the best
interests of Informa Shareholders as a whole. In providing advice to the board
of Informa, Greenhill, Trillium Partners and UBS have relied upon the Informa
board's commercial assessments of the Merger. The directors of Informa intend
unanimously to recommend Informa Shareholders to vote in favour of the
resolutions to be proposed at the Informa EGM relating to the Merger as they
intend to do in respect of their own beneficial holdings.
The board of Taylor & Francis, which has been so advised by Deutsche Bank,
considers the terms of the Merger to be fair and reasonable. In providing advice
to the board of Taylor & Francis, Deutsche Bank has taken into account the
Taylor & Francis board's commercial assessments. The directors of Taylor &
Francis consider the Merger to be in the best interests of Taylor & Francis
Shareholders as a whole and intend unanimously to recommend Taylor & Francis
Shareholders to vote in favour of the resolutions relating to the Merger to be
proposed at the Taylor & Francis Court Meeting and the Taylor & Francis EGM as
the directors of Taylor & Francis intend to do in respect of their own
beneficial holdings.
Unless otherwise stated, in this announcement the prices of shares are the
closing middle market prices for those shares as at 1 March 2004 (the last
business day before this announcement).
* The expected pre-tax cost savings have been calculated on the basis of the
existing cost and operating structures of the companies and by reference to
current prices and exchange rates and the current regulatory environment. These
statements of pre-tax cost savings and costs for achieving them relate to future
actions and circumstances which, by their nature, involve risks, uncertainties
and other factors. Because of this, the cost savings referred to may not be
achieved, or those achieved could be materially different from those estimated.
This statement should not be interpreted to mean that the earnings per share in
the financial year of the Merger, or in any subsequent period, would necessarily
match or be greater than those for the relevant preceding financial period.
Greenhill & Co. International LLP, which is regulated in the United Kingdom by
the Financial Services Authority, is acting for Informa and no one else in
connection with the Merger and will not be responsible to anyone other than
Informa for providing the protections afforded to clients of Greenhill & Co.
International LLP or for providing advice in relation to the Merger.
Trillium Partners Limited is acting for Informa and no one else in connection
with the Merger and will not be responsible to anyone other than Informa for
providing the protections afforded to clients of Trillium Partners Limited or
for providing advice in relation to the Merger.
UBS Limited is acting for Informa in connection with the matters referred to in
this announcement and no one else and will not be responsible to any person
other than Informa for providing the protections afforded to clients of UBS
Limited nor for providing advice in relation to the matters described or
referred to in or the contents of this announcement.
Deutsche Bank AG London, which is regulated by the Financial Services Authority
for the conduct of designated investment business in the United Kingdom, is
acting for Taylor & Francis and no one else in connection with the Merger and
will not be responsible to anyone other than Taylor & Francis for providing the
protections afforded to clients of Deutsche Bank AG London or for providing
advice in relation to the Merger.
Hoare Govett Limited, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Taylor & Francis as sole broker and no one
else in connection with the Merger and will not be responsible to anyone other
than Taylor & Francis for providing the protections afforded to clients of Hoare
Govett Limited or for providing advice in relation to the Merger.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
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.
Appendix I
Conditions to the Merger
1. The Merger will be conditional upon the Scheme becoming
unconditional and becoming effective, subject to the City Code, by
not later than 31 May 2004 or such later date (if any) as Taylor &
Francis and Informa may agree and the Court may allow.
2. The Scheme will be conditional upon:
(a) the passing at the Informa Extraordinary General Meeting, or
at any adjournment of such extraordinary general meeting, of
any resolution or resolutions which are necessary or, in the
opinion of Informa, desirable to approve, fund, effect and
implement the Merger and the acquisition of Taylor & Francis
and of any Taylor & Francis Shares;
(b) the approval of the Scheme by a majority in number of Taylor &
Francis Shareholders, representing 75 per cent. or more in
value present and entitled to vote, either in person or by
proxy, at the Taylor & Francis Court Meeting, or at the
adjournment of such Taylor & Francis Court Meeting;
(c) any resolutions required to approve and implement the Scheme
being duly passed by the requisite majority at the Taylor &
Francis Extraordinary General Meeting, or at any adjournment
of such extraordinary general meeting;
(d) the sanction (with or without modifications, on terms
reasonably acceptable to Informa and Taylor & Francis) of the
Scheme and confirmation of the reduction of capital involved
therein by the Court and an office copy of the Court Order
being delivered by Taylor & Francis to the Registrar of
Companies in England and Wales and registration of the Court
Order confirming the reduction of capital involved in the
Scheme by the Registrar of Companies in England and Wales; and
(e) the admission to the Official List of the new Informa Shares
becoming effective in accordance with the Listing Rules and
the admission of such shares to the London Stock Exchange's
market for listed securities becoming effective or (if
determined by Informa and Taylor & Francis and subject to the
consent of the Panel) the UK Listing Authority agreeing or
confirming its decision 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 Scheme becoming unconditional in all
respects.
3. Taylor & Francis and Informa have agreed that, subject as stated in
paragraph 4 below, the Merger will also be conditional upon (and
accordingly the necessary action to make the Scheme effective will
not be taken unless the following conditions are satisfied or,
where relevant, waived as referred to below prior to the Scheme
being sanctioned by the Court):
(a) in relation to the United Kingdom, the Office of Fair Trading
indicating in terms satisfactory to Informa and Taylor &
Francis either:
(i) that the proposed transaction does not constitute a
relevant merger situation in accordance with section 23 of
the Enterprise Act 2002; or
(ii) that the Office of Fair Trading does not intend to refer
the Merger or any part of the Merger or any matter arising
therefrom to the Competition Commission and has not made a
request to the European Commission under Article 22(3) of
the Regulation that the Merger or any part of the Merger
or any matter arising therefrom be reviewed by the
European Commission; or
(iii) that the Office of Fair Trading, having previously
announced to Informa and Taylor & Francis its intention to
refer the Merger to the Competition Commission unless
Informa or Taylor & Francis enters into certain
undertakings, has accepted undertakings agreed by Informa
and Taylor & Francis in lieu of reference of the Merger to
the Competition Commission under section 73 of the
Enterprise Act 2002;
(b) all filings (if any) in connection with the Merger and matters
arising therefrom having been made under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as
amended) and the regulations made thereunder, all or any
appropriate waiting and other time periods (including
extensions thereof) having expired, lapsed or been terminated;
(c) in relation to Germany, consent to the transaction by the
Bundeskartellamt (German Federal Cartel Office) being obtained
by way of:
(i) an explicit clearance decision within the one month period
(the “Periodâ€) referred to in section 40 (1) GWB (German
Act Against Restraints of Competition);
(ii) a tacit clearance pursuant to section 40 (1) GWB whereby
during the Period the Bundeskartellamt has neither issued
an explicit clearance nor indicated that it has initiated
main examination proceedings;
(iii) an explicit clearance decision pursuant to section 40
(2) sentence 1 GWB;
(iv) a deemed clearance pursuant to section 40 (2) sentence 2
GWB; or
(v) a clearance decision subject to conditions and obligations
pursuant to section 40 (3) GWB provided that the
conditions and obligations are reasonably satisfactory to
Informa and Taylor & Francis;
(d) the obtaining, in form and substance satisfactory to Informa
and Taylor & Francis, of all such other consents or clearances
(including deemed consents and clearances) as are agreed
between Informa and Taylor & Francis to be appropriate in
respect of the Merger, or any matters arising therefrom, under
the merger control rules of any state or jurisdiction;
(e) no central bank, government or governmental,
quasi-governmental, supranational, statutory or regulatory
body, or any court, institution, investigative body,
competition authority, association, trade agency or
professional or environmental body or (without prejudice to
the generality of the foregoing) any other person or body in
any jurisdiction (each, a “Relevant Authorityâ€) having decided
to take, instituted, implemented or threatened any action,
proceedings, suit, investigation or enquiry or enacted, made
or proposed any statute, regulation or order or otherwise
taken any other step or done any thing, and there not being
outstanding any statute, legislation or order, that would or
might:
(i) make the Merger void, illegal or unenforceable in or under
the laws of 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 Merger or otherwise materially impede,
challenge or interfere with the Merger or the
implementation of the same (or any matter arising
therefrom) or require amendment or alteration to the terms
of the Merger;
(ii) restrict, restrain, prohibit, impose additional
conditions or obligations with respect to, or otherwise
materially interfere with or delay the implementation of,
the Merger or the acquisition of any Taylor & Francis
Shares by Informa or any matters arising therefrom;
(iii) require, prevent, delay or alter the terms envisaged for
any proposed divestiture or otherwise affect the
divestiture by Informa or any of its subsidiaries,
subsidiary undertakings or associated undertakings
(including any company of which 20 per cent. or more of
the voting capital is held by the Informa Group or any
partnership, joint venture, firm or company in which any
of them may be interested) (together the “wider Informa
Groupâ€) or Taylor & Francis or any of its subsidiaries,
subsidiary undertakings or associated undertakings
(including any company of which 20 per cent. or more of
the voting capital is held by the Taylor & Francis Group
or any partnership, joint venture, firm or company in
which any of them may be interested) (together the “wider
Taylor & Francis Groupâ€) of all or any portion of their
respective businesses, assets or property or of any Taylor
& Francis Shares or other securities in Taylor & Francis
or impose any limitation on the ability of any of them to
conduct their respective businesses or exercise management
control over any member of the wider Informa Group or the
wider Taylor & Francis Group, as the case may be, or own
their respective assets or properties or any part thereof
which is material to the Informa Group or the Taylor &
Francis Group;
(iv) require any member of the wider Informa Group or the
wider Taylor & Francis Group to offer to acquire any
shares or other securities or rights thereover in any
member of the wider Taylor & Francis Group owned by any
third party (other than in the implementation of the
Merger);
(v) impose any material limitation on the ability of any
member of the wider Informa Group or any member of the
wider Taylor & Francis Group to conduct, integrate or
co-ordinate its business, or any part of it, with the
business of any other member of the wider Informa Group or
any other member of the wider Taylor & Francis Group;
(vi) result in any member of the wider Taylor & Francis Group
or any member of the wider Informa Group ceasing to be
able to carry on business under any name under which it
presently does so, to an extent which is material to the
Informa Group or the Taylor & Francis Group, as the case
may be, each such Group taken as a whole; or
(vii) otherwise adversely affect any or all of the businesses,
assets, profits, financial or trading position or
prospects of any member of the wider Informa Group or the
wider Taylor & Francis Group or the exercise of rights of
shares of any company in the Taylor & Francis Group in a
way which is material in the context of the Informa Group
or the Taylor & Francis Group, as the case may be, each
such Group taken as a whole,
and all applicable waiting periods during which such Relevant
Authority could take, institute, implement or threaten any
such action, proceeding, suit, investigation or enquiry or
otherwise intervene having expired, lapsed or been terminated;
(f) all authorisations, orders, grants, consents, clearances,
licences, permissions and approvals, in any jurisdiction,
necessary or appropriate for or in respect of the Merger or
the carrying on of the business of any member of the wider
Taylor & Francis Group or the wider Informa Group, the issue
of the new Informa Shares or any matters arising therefrom,
being obtained in a form and on terms reasonably satisfactory
to Informa and Taylor & Francis from all appropriate Relevant
Authorities or (without prejudice to the generality of the
foregoing) from any persons or bodies with whom any members of
the wider Taylor & Francis Group or the wider Informa Group
has entered into contractual arrangements and such
authorisations, orders, grants, consents, clearances,
licences, permissions and approvals remaining in full force
and effect and there being no notice or intimation of an
intention to revoke, suspend, restrict, modify or not to renew
the same; and all necessary or appropriate notification
filings in connection with the Merger having been made, all
waiting and other time periods (including extensions thereto)
under any applicable legislation and regulations in any
jurisdiction having expired, lapsed or been terminated (as
appropriate) and all necessary statutory or regulatory
obligations in any jurisdiction in respect of the Merger or
any matters arising therefrom having been complied with, in
each case where the direct consequence of a failure to make
such a notification or filing or to wait for the expiry,
termination or lapsing of any waiting period or to comply with
any such obligation or obtain any necessary authorisation
would have a material adverse effect on the Informa Group or
the Taylor & Francis Group, as the case may be, each such
Group taken as a whole;
(g) except as publicly announced by Informa or Taylor & Francis
(by the delivery of an announcement to a Regulatory
Information Service) prior to 2 March 2004 (being the date of
announcement of the Merger) or as fairly disclosed in writing
to Informa by or on behalf of Taylor & Francis or to Taylor &
Francis by or on behalf of Informa prior to 2 March 2004,
there being no provision of any agreement, instrument, permit,
lease or other instrument, licence or other arrangement to
which any member of the wider Taylor & Francis Group or wider
Informa Group is a party or by or to which any such member or
any of its assets may be bound or subject which, as a
consequence of the Merger, or the implementation of the same,
or because of a change in the control or management of Taylor
& Francis or Informa or any member of the wider Taylor &
Francis Group or Informa Group (or any matters arising
therefrom) or otherwise, could or might reasonably be expected
to result in, to an extent which is material in the context of
the wider Informa Group or wider Taylor & Francis Group, each
such Group taken as a whole:
(i) any monies borrowed by, or other indebtedness or
liabilities (actual or contingent), of any member of the
wider Taylor & Francis Group or wider Informa Group being
or becoming repayable, or capable of being declared
repayable immediately or prior to the repayment date
stated in such agreement, instrument or other arrangement
or the ability of any such member to borrow monies or
incur any indebtedness being withdrawn or materially
adversely affected;
(ii) any mortgage, charge or other security interest being
created over the whole or any part of the business,
property, assets or interests of any member of the wider
Taylor & Francis Group or wider Informa Group or any such
security (whenever arising) becoming enforceable;
(iii) any such agreement, instrument, permit, licence or other
arrangement, or any right, interest, liability or
obligation of any member of the wider Taylor & Francis
Group or wider Informa Group therein, being terminated or
adversely modified or affected or any adverse action being
taken or any onerous obligation arising thereunder;
(iv) the financial or trading position, prospects or value of
any member of the wider Taylor & Francis Group being
prejudiced or adversely affected in a way;
(v) any asset(s) or interest(s) of, or any asset the use of
which is enjoyed by, any member of the wider Informa Group
or the wider Taylor & Francis Group being or falling to be
disposed of or ceasing to be available to any member of
the wider Informa Group or the wider Taylor & Francis
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 Informa
Group or the wider Taylor & Francis Group otherwise than
in the ordinary course of business;
(vi) the rights, liabilities, obligations, interests or
business of any member of the wider Taylor & Francis Group
or wider Informa Group under any such agreement,
instrument or other arrangement in or with any other
person, firm or company (or any arrangements relating to
such interest or business) being terminated or adversely
modified or affected or any onerous obligation or
liability arising or any adverse action being taken
thereunder in a way; or
(vii) any member of the wider Taylor & Francis Group or wider
Informa Group ceasing to be able to carry on business
under which it currently does,
and no event having occurred which, under any provision of any
such arrangement, agreement, licence, permit or other
instrument, could result in any of the events or circumstances
which are referred to in paragraphs (i) to (vii) of this
Condition (g);
(h) since 31 December 2002 and except as disclosed in Informa or
Taylor & Francis' annual report and accounts for the
respective year then ended or as otherwise publicly announced
by Informa or Taylor & Francis (by the delivery of an
announcement to a Regulatory Information Service) prior to 2
March 2004 (being the date of announcement of the Merger) or
as otherwise fairly disclosed in writing to Informa by or on
behalf of Taylor & Francis or to Taylor & Francis by or on
behalf of Informa prior to 2 March 2004, no member of the
wider Informa Group or the wider Taylor & Francis Group
having:
(i) issued or agreed to issue, or authorised or proposed 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 other than as between Informa and
wholly-owned subsidiaries of Informa or between Taylor &
Francis and wholly-owned subsidiaries of Taylor & Francis
and other than any options granted as disclosed by Informa
to Taylor & Francis or by Taylor & Francis to Informa
prior to 2 March 2004 and any shares issued upon the
exercise of any options granted under any of the Informa
Option Schemes or the Taylor & Francis Share Option
Schemes as disclosed by Informa or Taylor & Francis;
(ii) purchased or redeemed or repaid or proposed the purchase,
redemption or repayment of 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 (or proposed to
recommend, declare, pay or make) any bonus, dividend or
other distribution whether payable in cash or otherwise
(other than, in the case of the wider Informa Group, to
Informa or a wholly-owned subsidiary of Informa or, in the
case of the wider Taylor & Francis Group, to Taylor &
Francis or a wholly-owned subsidiary of Taylor & Francis);
(iv) other than pursuant to the Merger, made or authorised or
proposed or announced an intention to propose any change
in its share or loan capital;
(v) other than pursuant to the Merger and other than any
acquisition or disposal in the ordinary course of business
or a transaction between Informa and a wholly-owned
subsidiary of Informa or between Taylor & Francis and a
wholly-owned subsidiary of Taylor & Francis, merged with
or demerged or acquired any body corporate, partnership or
business or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over
any assets or any right, title or interest in any assets
(including shares and trade investments) or authorised,
proposed or announced the same which, in any such case,
involves or could involve an obligation of a nature or
magnitude which is material in the context of the Merger;
(vi) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save as between
Informa and a wholly-owned subsidiary of Informa or
between Taylor & Francis and a wholly-owned subsidiary of
Taylor & Francis) incurred or increased any indebtedness
or liability (actual or contingent) of an aggregate amount
which might materially and adversely affect the financial
or trading position or the prospects of the wider Informa
Group or the wider Taylor & Francis Group, as the case may
be;
(vii) entered into, varied, or announced its intention to
enter into or vary, or authorised any agreement,
transaction, arrangement or commitment (whether in respect
of capital expenditure or otherwise) (otherwise than in
the ordinary course of business) which:
(A) is of a long-term, onerous or unusual nature or
magnitude or which involves or could involve an
obligation of such nature or magnitude; or
(B) could or is likely to materially restrict the business
of the wider Informa Group or the wider Taylor &
Francis Group, as the case may be, each such Group
taken as a whole;
(viii) other than transactions between one wholly-owned member
of the Informa Group or the Taylor & Francis Group and
another such member and other than pursuant to the Merger
or in the ordinary course of business) entered into,
implemented, effected or authorised or announced its
intention to propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or other transaction or
arrangement of a material nature to the Informa Group or
the Taylor & Francis Group, as the case may be, each such
Group taken as a whole, in respect of itself or another
member of the wider Informa Group or the wider Taylor &
Francis Group;
(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 Informa Group
or the wider Taylor & Francis Group;
(x) (other than in respect of a member of the wider Informa
Group or the wider Taylor & Francis Group which is dormant
and was solvent at the relevant time) taken or proposed
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 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 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 which is material in the
context of the Informa Group or the Taylor & Francis
Group, as the case may be, each such Group taken as a
whole, other than in the ordinary course of business;
(xiii) made any material alteration or, in the case of Taylor
& Francis only, any alteration to its memorandum or
articles of association (or equivalent constitutional
documents in respect of overseas jurisdictions of
incorporation);
(xiv) 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 employee of the wider Taylor & Francis Group or the
wider Informa Group, which is material in the context of
the wider Taylor & Francis Group or the wider Informa
Group taken as a whole;
(xv) made or agreed or consented to any significant change to
the terms of the trust deeds constituting the pension
schemes established for its directors, employees or their
dependants or the benefits which accrue, or to the
pensions which are payable, thereunder, or to the basis on
which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined or
to the basis on which the liabilities (including pensions)
of such pension schemes are funded or made, or agreed or
consented to any change to the trustees involving the
appointment of a trust corporation; or
(xvi) entered into any contract, 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 (h);
(i) since 31 December 2002 and except as disclosed in Informa or
Taylor & Francis' annual report and accounts for the
respective year then ended or as otherwise publicly announced
by Informa or Taylor & Francis (by the delivery of an
announcement to a Regulatory Information Service) prior to 2
March 2004 (being the date of announcement of the Merger) or
as otherwise fairly disclosed to Informa by or on behalf of
Taylor & Francis or to Taylor & Francis by or on behalf of
Informa prior to 2 March 2004:
(i) no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or
threatened or become pending or remained outstanding by or
against any member of the wider Taylor & Francis Group or
the wider Informa Group or to which any member of the
wider Taylor & Francis Group or the wider Informa Group is
or may become a party (whether as claimant, defendant or
otherwise);
(ii) no adverse change having occurred or deterioration in the
business, assets, financial or trading position, profits
or prospects of any member of the wider Taylor & Francis
Group or the wider Informa Group;
(iii) no enquiry or investigation by or complaint or reference
to, any Relevant Authority having been threatened,
announced, implemented or instituted or remaining
outstanding against or in respect of any member of the
wider Informa Group or the wider Taylor & Francis Group;
or
(iv) no contingent or other liability of any member of the
wider Informa Group or the wider Taylor & Francis Group
having arisen or become apparent or increased,
and which, in each case, adversely affects the Informa Group
or the Taylor & Francis Group, as the case may be, to an
extent, which is material to the Informa Group or the Taylor &
Francis Group as the case may be, each such Group taken as a
whole;
(j) except as disclosed to Informa in writing prior to 2 March
2004 (being the date of announcement of the Merger), Informa
not having discovered:
(i) that any financial, business or other information
concerning the wider Taylor & Francis Group disclosed at
any time by or on behalf of any member of the wider Taylor
& Francis Group, whether publicly, to any member of the
wider Informa Group or otherwise, is misleading or
contains misrepresentation of fact or omits to state a
fact necessary to make any information contained therein
not misleading where this misrepresentation or omission is
material in the context of the Merger;
(ii) that any member of the wider Taylor & Francis Group is
subject to any liability (actual or contingent) which is
not disclosed in Taylor & Francis' annual report and
accounts for the financial year ended 31 December 2002 and
which is material in the context of the Taylor & Francis
Group taken as a whole;
(iii) any information which materially affects the import of
any material information disclosed to Informa at any time
by or on behalf of any member of the wider Taylor &
Francis Group;
(iv) that any past or present member of the wider Taylor &
Francis Group has not complied with any applicable
legislation or regulations of any jurisdiction with regard
to the use, treatment, handling, storage, transport,
release, disposal, discharge, spillage, leak or emission
of any waste or hazardous substance or any substance
likely to impair the environment or harm human health, or
otherwise relating to environmental matters or the health
and safety of any person, or that there has otherwise been
any such use, treatment, handling, storage, transport,
release, disposal, discharge, spillage, leak or emission
(whether or not this constituted a non-compliance by any
person with any legislation or regulations and wherever
the same may have taken place) which, in any case, would
be likely to give rise to any material liability (whether
actual or contingent) or cost on the part of the wider
Taylor & Francis Group; or
(v) that circumstances exist (whether as a result of the
Merger or otherwise) which might lead to any Relevant
Authority instituting or any member of the wider Taylor &
Francis Group or the wider Informa Group might be required
to institute, an environmental audit or take any other
steps which in any such case might result in any material
actual or contingent liability to improve or install new
plant or equipment or make good, repair, re-instate or
clean up any land or other asset now or previously owned,
occupied or made use of by any member of the wider Taylor
& Francis Group which is material in the context of the
wider Taylor & Francis Group;
(k) except as disclosed to Taylor & Francis in writing prior to 2
March 2004 (being the date of announcement of the Merger),
Taylor & Francis not having discovered:
(i) that any financial, business or other information
concerning the wider Informa Group disclosed at any time
by or on behalf of any member of the wider Informa Group,
whether publicly, to any member of the wider Taylor &
Francis Group or otherwise, is misleading or contains any
misrepresentation of fact or omits to state a fact
necessary to make any information contained therein not
misleading where this misrepresentation or omission is
material in the context of the Merger;
(ii) that any member of the wider Informa Group is subject to
any liability (actual or contingent) which is not
disclosed in Informa's annual report and accounts for the
financial year ended 31 December 2002 and which is
material in the context of the Informa Group taken as a
whole;
(iii) any information which materially affects the import of
any material information disclosed to Taylor & Francis at
any time by or on behalf of any member of the wider
Informa Group;
(iv) that any past or present member of the wider Informa
Group has not complied with any applicable legislation or
regulations of any jurisdiction with regard to the use,
treatment, handling, storage, transport, release,
disposal, discharge, spillage, leak or emission of any
waste or hazardous substance or any substance likely to
impair the environment or harm human health, or otherwise
relating to environmental matters or the health and safety
of any person, or that there has otherwise been any such
use, treatment, handling, storage, transport, release,
disposal, discharge, spillage, leak or emission (whether
or not this constituted a non-compliance by any person
with any legislation or regulations and wherever the same
may have taken place) which, in any case, would be likely
to give rise to any material liability (whether actual or
contingent) or cost on the part of the wider Informa
Group; or
(v) that circumstances exist (whether as a result of the
Merger or otherwise) which might lead to any Relevant
Authority instituting or any member of the wider Informa
Group or the wider Taylor & Francis Group might be
required to institute, an environmental audit or take any
other steps which in any such case might result in any
material actual or contingent liability to improve or
install new plant or equipment or make good, repair,
re-instate or clean up any land or other asset now or
previously owned, occupied or made use of by any member of
the wider Informa Group which is material in the context
of the wider Informa Group.
4. Subject to the requirements of the Panel, Taylor & Francis and
Informa, acting together, may waive all or any of the conditions
contained in paragraphs 3(a), (b), (c) (d), (e) and (f). Informa
reserves the right to waive in whole or in part, all or any of the
conditions in paragraph 3(g), (h) and (i), so far as they relate
to Taylor & Francis, and in paragraph 3(j) above, and Taylor &
Francis reserves the right to waive in whole or in part, all or
any of the conditions in paragraph 3(g), (h) and (i) above, so far
as they relate to Informa, and in paragraph 3(k) above, for the
purposes of the Merger and the Scheme.
5. Save with the consent of the Panel, the Merger will lapse and the
Scheme will not proceed if, before the date of the Court
Meeting(s), there is a reference to the UK Competition Commission.
6. The Merger and the Scheme will be governed by English law and be
subject to the jurisdiction of the English courts to the
conditions set out above and in this document. The Rules contained
in the City Code, so far as they are appropriate, apply to the
Merger and to the Scheme
Appendix II
Definitions
"City Code" the City Code on Takeovers and Mergers
"Companies Act" or the "Act" the Companies Act 1985, as amended
"Competition Commission" the body corporate known as the Competition Commission as
established under Section 45 of the Competition Act 1998,
as amended
"Conditions" the conditions to the Merger set out in appendix I to this
announcement
"Court" the High Court of Justice of England and Wales
"Court Order" the order of the Court granted at the Court hearing
sanctioning the Scheme under section 425 of the Companies
Act and confirming the reduction of capital provided for by
the Scheme under section 137 of the Companies Act
"Deutsche Bank" Deutsche Bank AG London
"Effective Date" the date on which the Scheme becomes effective in accordance
with its terms
"Enlarged Group" Informa and its subsidiary undertakings following completion
of the Merger
"Greenhill" Greenhill & Co. International LLP
"IBC" IBC Group plc
"Implementation Agreement" the implementation agreement dated 2 March 2004 between
Informa and Taylor & Francis relating to the Scheme
"Informa" Informa Group plc and, where the context requires, all of
its subsidiary undertakings
"Informa EGM" or "Informa the extraordinary general meeting of Informa Shareholders
Extraordinary General Meeting" (and any adjournment thereof) to be convened for the
purpose of considering and, if thought fit, approving the
Merger and the change in name of Informa to T&F Informa
"Informa Group" Informa and its subsidiary undertakings
"Informa Option Schemes" the IBC Executive Share Option Scheme, the IBC Savings
Related Scheme, the LLP Group Pre Flotation Executive
Option Scheme, the Informa Savings Related Option Scheme
and the Informa Discretionary Option Scheme
"Informa Shareholders" registered holders of Informa Shares and "Informa
Shareholder" means any one of such holders
"Informa Shares" or "Informa ordinary shares of 10 pence each in the capital of Informa
Ordinary Shares"
"Listing Rules" the Listing Rules of the UK Listing Authority
"LLP" LLP Group plc
"London Stock Exchange" London Stock Exchange plc or its successor
"Marcel Dekker" the publishing business of Marcel Dekker and its
subsidiaries acquired by the Taylor & Francis Group in
January 2004
"Merger" the proposed merger of Informa and Taylor & Francis by way
of the Scheme to be set out in the Scheme Document
"new Informa Shares" Informa Shares proposed to be issued credited as fully paid
pursuant to the Scheme and the Merger
"Official List" the Official List of the UKLA
"Panel" the Panel on Takeovers and Mergers
"PJB" PJB Publications Limited
"Regulatory Information Service" any information service authorised from time to time by the
UK Listing Authority for the purpose of dissemination of
regulatory announcements required by the Listing Rules
"Scheme Document" the document to be posted to Taylor & Francis Shareholders
explaining, inter alia, the terms of the Scheme
"Scheme" or "Scheme of the proposed scheme of arrangement under section 425 of the
Arrangement" Companies Act to be set out in the Scheme Document, with or
subject to any modification thereof or in addition thereto
or condition agreed by Taylor & Francis and Informa and
which the Court may think fit to approve or impose
"Taylor & Francis" Taylor & Francis Group plc and, where the context requires,
all of its subsidiary undertakings
"Taylor & Francis Court Meeting" the meeting of Taylor & Francis Shareholders (and any
adjournment thereof) to be convened pursuant to an order of
the Court pursuant to section 425 of the Companies Act for
the purpose of considering and, if thought fit, approving
the Scheme, notice of which will be set out in the Scheme
Document
"Taylor & Francis Directors" the directors of Taylor & Francis
"Taylor & Francis EGM" or "Taylor the extraordinary general meeting of Taylor & Francis
& Francis Extraordinary General Shareholders (and any adjournment thereof) to be convened
Meeting" for the purpose of considering and, if thought fit,
approving the Scheme
"Taylor & Francis Group" Taylor & Francis and its subsidiary undertakings
"Taylor & Francis Share Option the Taylor & Francis Share Schemes and the Taylor & Francis
Schemes" Publishers, Inc. Employee Stock Purchase Plan
"Taylor & Francis Share Schemes" the Taylor & Francis Group plc Unapproved Discretionary
Share Option Scheme, the Taylor & Francis Group plc
Approved Discretionary Share Option Scheme and the Taylor &
Francis Group Savings - Related Share Option Scheme
"Taylor & Francis Shareholders" registered holders of Taylor & Francis Shares and "Taylor &
Francis Shareholder" means any of such holders
"Taylor & Francis Shares" the existing issued or unconditionally allotted and fully
paid (or credited as fully paid) ordinary shares of 5 pence
each in Taylor & Francis and any further such shares which
are unconditionally allotted or issued (including pursuant
to the exercise of options under the Taylor & Francis Share
Schemes) before the Effective Date
"T&F Informa" Informa following completion of the Merger, which will be
renamed T&F Informa plc
"Trillium Partners" Trillium Partners Limited
"UBS" UBS Limited
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland and
its dependent territories
"UKLA" or "UK Listing Authority" the Financial Services Authority acting in its capacity as
the competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking", and "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).
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