Information  X 
Enter a valid email address

EMAP PLC (0II3)

  Print      Mail a friend       Annual reports

Friday 01 February, 2008

EMAP PLC

Offer Document Posted


Not for release, publication or distribution, in whole or in part, in, into or 
   from any jurisdiction where to do so would constitute a violation of the    
              relevant laws or regulations of such jurisdiction.               

                                   Emap plc                                    

                             Recommended Proposals                             
                            for the acquisition of                             
                      EMAP PLC ("Emap" or the "Company")                       

                                      by                                       

                              EDEN BIDCO LIMITED                               

                                to be effected                                 

                      by means of a Scheme of Arrangement                      

                  under Section 425 of the Companies Act 1985                  

                          Posting of Scheme Document                           

London, UK - 1 February 2008: Further to the announcement made by Eden Bidco
Limited on 21 December 2007 of a recommended offer for Emap plc (EMA.L) to be
made by Eden Bidco Limited, Emap announces that it has today posted to Emap
Shareholders (and, for information only, participants in the Emap Share Plans)
a circular relating to the Acquisition (the "Scheme Document").

The Scheme Document contains the terms of the Acquisition and notices of the
Court Meeting and General Meeting necessary to implement the Scheme. Subject to
obtaining the approval of Emap Shareholders and the Court and the satisfaction,
or where applicable the waiver, of the Conditions, the Scheme is expected to be
effective on 20 March 2008.

The Court Meeting and General Meeting will be held at the Holiday Inn, Coram
Street, London WC1N 1HT on 25 February 2008. The Court Meeting will commence at
11.00am and the General Meeting at 11.15am (or, if later, as soon as the Court
Meeting has been concluded or adjourned).

The expected timetable of principal events is as follows:

Event:                                               Time/Date (2008)        
                                                                     
Latest time for lodging the Form of Proxy                            
for the:                                                             
                                                                     
- Court Meeting                                      11.00 a.m. on 23
                                                          February(1)
                                                                     
- General Meeting                                    11.15 a.m. on 23
                                                          February(1)
                                                                     
Voting Record Time                           6.00 p.m. on 23 February
                                                                     
Court Meeting                                        11.00 a.m. on 25
                                                             February
                                                                     
General Meeting                                      11.15 a.m. on 25
                                                          February(2)
                                                                     
Expected ex dividend date for the Special                     5 March
Dividend                                                             
                                                                     
Expected record date for the Special                          7 March
Dividend                                                             
                                                                     
Latest time for receipt of the Form of          3.00 p.m. on 13 March
Election or TTE instructions from                                    
Shareholders wishing to elect for the Loan                           
Note Alternative                                                     
                                                                     
Court hearing to sanction the Scheme                      14 March(3)
                                                                     
Last day of dealings in, and for                          18 March(3)
registration of transfers of, Shares                                 
                                                                     
Scheme Record Time                           6.00 p.m. on 18 March(3)
                                                                     
Court hearing to confirm Capital Reduction                19 March(3)
                                                                     
Expected payment date for the Special                     by 19 March
Dividend                                                             
                                                                     
Effective Date of the Scheme                              20 March(3)
                                                                     
Cancellation of Listing of Shares                         20 March(3)
                                                                     
Latest date for despatch of cheques/         Within 14 days after the
settlement in CREST/despatch of Loan Note              Effective Date
Certificates                                                         

(1) A WHITE Form of Proxy for the Court Meeting not so lodged may be handed to
the Company's Registrars, Equiniti, at the Court Meeting before the taking of
the poll. However, the BLUE Form of Proxy for the General Meeting must be
lodged by 11.15 a.m. on 23 February 2008 or it will be invalid.

(2) The General Meeting will commence at 11.15 a.m. or, if later, as soon
thereafter as the Court Meeting has been concluded or adjourned.

(3) These dates are indicative only and will depend, amongst other things, on
the dates upon which the Court sanctions the Scheme and the associated
reduction of capital and whether the Conditions are either satisfied or, if
capable of waiver, waived.

All times referred to in this document are London times unless otherwise
stated.

Copies of the Scheme Document are available for inspection during normal
business hours on any Business Day at the offices of Allen & Overy LLP, One
Bishops Square, London E1 6AO, as soon as practicable after this announcement
up to and including the Effective Date (or, if applicable, the date that the
Scheme lapses or is withdrawn).

Copies of the Scheme Document will also be available for inspection at the UK
Listing Authority's Document Viewing Facility at The Financial Services
Authority, 25 North Colonnade, Canary Wharf, London E14 5HS (Tel: 020 7066
1000) from 4 February 2008.

In addition, the Scheme Document will also be available on Emap's website
(http://www.emap.com) as soon as practicable after this announcement.

Terms defined in the Scheme Document shall have the same meaning in this
announcement.

                                   - ends -                                    

Enquiries:

Emap plc 020-7278-1452

Alun Cathcart, Executive Chairman

Ian Griffiths, Group Finance Director

Joanna Copestake, Interim Investor Relations Director

Brunswick Group 020-7404-5959

Patrick Handley

Fiona Laffan

Citi and Lazard, each of which is regulated in the United Kingdom by the
Financial Services Authority, are acting exclusively for Emap and no one else
in connection with the Acquisition and will not be responsible to anyone other
than Emap for providing the protections afforded to their respective clients or
for providing advice in relation to the Acquisition or in relation to any of
the matters described in this document.

This announcementis not intended to, and does not constitute or form any part
of, an offer or invitation to sell or subscribe for or purchase any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made solely through the
Scheme Document, which will contain the full terms and conditions of the
Acquisition (including details of how to vote in respect of the Acquisition).
Emap Shareholders are advised to read the formal documentation in relation to
the Acquisition carefully, once it has been received.

The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable requirements. 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 Loan Notes to be issued in connection with the Acquisition have not been,
nor will they be, registered under the US Securities Act or under the
securities laws of any jurisdiction of the United States and will not be listed
on any stock exchange. Further, the relevant clearances have not been, and will
not be, obtained from the securities commission of any province of Canada, no
prospectus has been lodged with, or registered by, the Australian Securities
and Investments Commission, the Companies Office in New Zealand or the Japanese
Ministry of Finance and the Loan Notes have not been, and nor will they be,
registered under or offered in compliance with applicable securities laws of
any state, province, territory or jurisdiction of Canada, Australia, New
Zealand or Japan. Accordingly, the Loan Notes may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Canada,
Australia, New Zealand or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of, or require registration
thereof, in such jurisdiction or to, or for the account or benefit of, a person
located in the United States, Canada, Australia, New Zealand or Japan.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or
becomes, "interested" (directly or indirectly) in one per cent.or more of any
class of "relevant securities" of Emap, all "dealings" in any "relevant
securities" of Emap(including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the Business Day following
the date of the relevant transaction. This requirement will continue until the
Effective Date or until the date on which the Scheme lapses or is otherwise
withdrawn (or, if Eden Bidco elects to effect the Acquisition by way of a
takeover offer, until the date on which any such offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends). If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Emap, they will be deemed to
be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Emapby Eden Bidco or Emap, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on
the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.



                                                                                                                                                                                                  

a d v e r t i s e m e n t