Rec. offer for Datamonitor
Informa PLC
25 June 2007
Not for release, publication or distribution in whole or in part, directly or
indirectly, in or into or from the United States, Canada, Australia or Japan or
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction
For immediate release 25 June 2007
Recommended offer for Datamonitor plc by Informa Acquisitions Limited, a member
of the Informa Group
Level of Acceptances
On 14 May 2007, Informa announced the terms of a recommended cash offer to be
made by Informa Acquisitions for Datamonitor at a price of 650 pence per
Datamonitor Share. The document setting out the full terms of the Offer (the
'Offer Document') was posted to Datamonitor Shareholders on 14 May 2007.
The Board of Informa Acquisitions announces that as at 1.00 p.m. on 25 June
2007, being the second closing date of the Offer, valid acceptances of the Offer
had been received in respect of a total of 15,974,664 Datamonitor Shares
representing 22.1 per cent. of the existing issued share capital of Datamonitor.
None of these acceptances were received from persons acting in concert with
Informa Acquisitions or Informa.
This total includes valid acceptances of the Offer received in respect of a
total of 9,687,944 Datamonitor Ordinary Shares, representing approximately 13.4
per cent of the issued share capital of Datamonitor for which irrevocable
undertakings to accept the Offer had been received.
No Increase Statement and Extension of Offer
Informa announces that the Offer remains at 650 pence per Datamonitor Share and
will not be increased except that Informa Acquisitions reserves the right
(without any obligation to do so) to increase the Offer only in circumstances
where a third party announces a competing offer for, scheme of arrangement, or
other combination with, Datamonitor.
Informa further announces that the Offer, which remains subject to the terms and
conditions set out in the Offer Document, has been extended and will remain open
for acceptance until 1.00 p.m. on 13 July 2007. Under the rules of the Takeover
Code, if the Offer is not, or has not been declared, unconditional as to
acceptances by that date, the Offer will lapse.
Shareholders are reminded that the Offer is subject, amongst other things, to
Informa Acquisitions obtaining acceptances of the Offer in respect of a minimum
of 90 per cent. of the Datamonitor Shares to which the Offer relates, or such
lower percentage as Informa Acquisitions may decide, provided that it has
received acceptances in respect of, or acquired more than, 50 per cent. of the
voting rights exercisable at general meetings of Datamonitor.
No Other Offers or Approaches
The Board of Datamonitor announces that it has not received any proposal or
approach from a third party and has not had any requests for information under
Rule 20.1 of the City Code.
Recommendation
In the opinion of the Datamonitor Directors, the Offer represents a certain,
fair and reasonable value today giving Datamonitor Shareholders an opportunity
to realise their return following a period of strong performance by Datamonitor.
The Datamonitor Directors, who have been so advised by LongAcre Partners,
financial adviser to Datamonitor, consider the terms of the Offer to be fair and
reasonable. In providing such advice, LongAcre Partners have taken into account
the commercial assessments of the Datamonitor Directors. Accordingly, the
Datamonitor Directors unanimously recommend that Datamonitor Shareholders accept
the Offer, as all of the Datamonitor Directors have done in respect of their
entire beneficial holdings of Datamonitor Shares, which in total amount to
9,687,994 Datamonitor Shares, representing, in aggregate, approximately 13.4
per cent. of the existing issued share capital of Datamonitor.
General
Save as set out in this announcement, neither Informa, nor Informa Acquisitions
nor any person acting in concert with Informa or Informa Acquisitions, has an
interest in or right to subscribe for relevant securities of Datamonitor or has
any short position in relation to relevant securities of Datamonitor (whether
conditional or absolute and whether in money or otherwise) including any short
position under a derivative, any agreement to sell or any delivery obligation
or right to require another person to purchase or take delivery of any relevant
securities of Datamonitor.
Save for the irrevocable undertakings described in the Offer Document, neither
Informa, nor Informa Acquisitions nor any person acting in concert with Informa
or Informa Acquisitions has borrowed or lent any relevant securities nor has
any arrangement in relation to relevant securities been made. For these
purposes, 'arrangement' includes any indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature, relating to
relevant securities which is, or may be, an inducement to deal or refrain from
dealing in such securities.
Datamonitor Shareholders who wish to accept the Offer, but have not yet done so,
are strongly encouraged (in the case of Datamonitor Shares which are not held in
CREST) to complete and return a Form of Acceptance or (in the case of
Datamonitor Shares held in uncertificated form (that is, held in CREST)) to take
the action set out in paragraph 14 of the letter from Informa in Part II of the
Offer Document, in each case as soon as possible and, in any event, by not
later than 1.00 p.m. on 13 July 2007.
All times referred to in this announcement are London times.
Terms defined in the Offer Document have the same meanings in this announcement.
The terms 'acting in concert' and 'relevant securities' have the same meanings
as in the City Code.
Enquiries
Informa Tel: +44 20 7017 5000
Peter Rigby
David Gilbertson
Anthony Foye
Susanna Kempe
Greenhill (financial adviser to Informa) Tel: +44 20 7198 7400
Simon Borrows
Peter Bell
Merrill Lynch (joint broker to Informa) Tel: +44 20 7628 1000
Mark Astaire
Andrew Osborne
ABN Amro Hoare Govett (joint broker to Informa) Tel: +44 20 7678 8000
Sara Hale
Caroline Harris
Maitland (PR adviser to Informa) Tel: +44 20 7379 5151
William Clutterbuck
Emma Burdett
Datamonitor Tel: +44 20 7675 7260
Bernard Cragg, Chairman
Michael Danson, Chief Executive Officer
LongAcre Partners (financial adviser to Datamonitor) Tel: +44 20 7759 4600
Eric Lawson-Smith
Zeph Sequeira
Numis (broker to Datamonitor) Tel: +44 20 7260 1000
David Poutney
Chris Wilkinson
Hudson Sandler (PR adviser to Datamonitor) Tel: +44 20 7796 4133
Nick Lyon
James White
This announcement is not intended to and does not constitute, or form any part
of, any offer to sell or any solicitation of any offer to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction. Any acceptance or other response to the Offer should be made only
on the basis of the information contained or referred to in the Offer Document
and (in the case of Datamonitor Shares held in certificated form) the Form of
Acceptance. The laws of relevant jurisdictions may affect the availability of
the Offer to persons not resident in the United Kingdom. The Offer Document is
available for public inspection and has also been posted on Informa's website.
Greenhill, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Informa and Informa
Acquisitions and no-one else in connection with the Acquisition and will not be
responsible to anyone other than Informa and Informa Acquisitions for providing
the protections afforded to clients of Greenhill nor for providing advice in
relation to the Acquisition or any other matters referred to in this
announcement.
LongAcre Partners, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Datamonitor and no
one else in connection with the Offer and will not be responsible to anyone
other than Datamonitor for providing the protections afforded to clients of
LongAcre Partners nor for providing advice in relation to the Offer.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are located. In particular, the Offer will not be made directly or indirectly
into the United States, Canada, Australia or Japan. Persons who are not resident
in the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements.
Unless otherwise determined by Informa Acquisitions and permitted by applicable
law and regulation, the Offer is not being, and will not be, made, directly or
indirectly, in or into or by the use of the mails of, or by any other means
(including, without limitation, electronic mail, facsimile transmission, telex,
telephone, internet or other forms of electronic communication) of interstate or
foreign commerce of, or any facility of a national securities exchange of any
jurisdiction where to do so would violate the laws of that jurisdiction and will
not be capable of acceptance by any such use, means or facility or from within
any such jurisdiction. Accordingly, unless otherwise determined by Informa
Acquisitions, copies of this announcement are not being, and must not be,
directly or indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any such jurisdiction and persons receiving this
announcement (including, without limitation, custodians, nominees and trustees)
must not mail or otherwise distribute or send it in, into or from such
jurisdiction, as doing so may invalidate any purported acceptance of the Offer.
Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or any other related document to
any jurisdiction outside the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their jurisdiction.
The Loan Notes that may be issued pursuant to the Offer are not, and will not
be, registered under the United States Securities Act of 1933, as amended, or
under the relevant securities laws of any state, district or other jurisdiction
of the United States. Accordingly, Loan Notes may not be offered, sole, resold
or delivered, directly or indirectly, in, into or from the United States (or to
any residents thereof) if to do so would constitute a violation of the relevant
laws of such jurisdiction. In addition, the relevant clearances and
registrations have not been, and will not be, sought to enable the Loan Notes to
be offered in compliance with the applicable securities laws of Canada,
Australia or Japan (or any province or territory thereof, if applicable) or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction. Accordingly, Loan Notes may not be offered, sold, resold
or delivered, directly or indirectly, in, into or from Canada, Australia or
Japan (or to any residents thereof) or any other jurisdiction (or to residents
in that jurisdiction) if to do so would constitute a violation of the relevant
laws of such jurisdiction.
Further details in relation to Overseas Shareholders are contained in the Offer
Document.
In accordance with normal UK market practice, Informa Acquisitions or any person
acting on its behalf may from time to time make certain market or private
purchases of, or arrangements to purchase, directly or indirectly, Datamonitor
Shares other than pursuant to the Offer. Any information about such purchases
will be publicly announced as required by law or regulation in the UK.
This information is provided by RNS
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