Posting of Offer Document
Future PLC
14 March 2005
14 March 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
AUSTRALIA, CANADA OR JAPAN
Recommended Offer (the 'Offer')
by
Morgan Stanley & Co. Limited ('Morgan Stanley') on behalf of
Future plc ('Future') (or by Future in the United States) for
Highbury House Communications plc ('Highbury')
Posting of Offer Document, Listing Particulars and Circular
Future announces that the Offer Document in relation to the recommended share
offer (with a Partial Cash Alternative) made by Morgan Stanley, on behalf of
Future (or by Future in the United States), to acquire the whole of the issued
and to be issued ordinary share capital of Highbury was posted to Highbury
Shareholders on Friday 11 March 2005, together with the Listing Particulars, the
Form of Acceptance and Future's Annual Report for the financial period ended 30
September 2004.
Forms of Acceptance should be completed, signed and returned in accordance with
the instructions set out in the Offer Document and on the Form of Acceptance, so
as to be received as soon as possible and, in any event, by no later than 3.00
p.m. (London time) on Friday 1 April 2005.
The Listing Particulars and Circular, which includes a notice convening Future's
Extraordinary General Meeting to be held at 11.00 a.m. on Thursday 31 March 2005
to approve the Acquisition, were also posted to Future Shareholders on Friday 11
March 2005..
Copies of the Listing Particulars and Circular have been submitted to the UK
Listing Authority, and will shortly be available for inspection at the UK
Listing Authority's Document Viewing Facility, which is situated at:
Document Viewing Facility, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Terms used in this announcement shall have the meanings given to them in the
announcement of the Offer dated 14 February 2005.
-Ends-
General Enquiries:
Future plc Highbury House Communications plc
Greg Ingham, Chief Executive Mark Simpson, Chief Executive Officer
John Bowman, Finance Director Owen Davies, Finance Director
Tel: 01225 442 244 Tel: 020 7608 6600
Morgan Stanley & Co. Limited Close Brothers
(Financial adviser to Future) (Financial adviser to Highbury)
John Krumins, Managing David Bezem, Director
Director Tel: 020 7655 3100
Tom Hill, Vice President
Tel: 020 7425 5000
UBS Investment Bank Panmure Gordon, a division of Lazard
(Broker to Future) & Co.,Limited
Adrian Haxby, Managing Director (Broker to Highbury)
Jonathan Evans, Director Marianne Woods, Director
Tel: 020 7568 1000 Tel: 020 7187 2000
Hogarth Partnership College Hill
(Financial PR advisers to (Financial PR advisers to Highbury)
Future) Adrian Duffield
James Longfield Tom Baldock
Georgina Briscoe Tel: 020 7457 2020
Tel: 020 7357 9477
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a solicitation of any vote
or approval in any jurisdiction, nor will there be any sale, issuance or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law.
Morgan Stanley & Co. Limited is acting for Future and no-one else in connection
with the Offer, and will not be responsible to anyone other than Future for
providing the protections afforded to its clients nor for providing advice in
relation to the Offer.
UBS Investment Bank is acting for Future and no-one else in connection with the
Offer, and will not be responsible to anyone other than Future for providing the
protections afforded to its clients nor for providing advice in relation to the
Offer.
Close Brothers Corporate Finance, which is regulated by the Financial Services
Authority, is acting for Highbury and no-one else in connection with the Offer
and will not be responsible to anyone other than Highbury for providing the
protections afforded to its customers nor for providing advice in relation to
the Offer.
Panmure Gordon, a division of Lazard & Co., Limited is acting for Highbury and
no-one else in connection with the Offer, and will not be responsible to anyone
other than Highbury for providing the protections afforded to its clients nor
for providing advice in relation to the Offer.
Unless otherwise determined by Future and except to the extent permitted by
applicable laws, the Offer is not being made, directly or indirectly, in or into
Australia, Canada or Japan and the Offer is not capable of acceptance from or
within these jurisdictions. Accordingly, neither the Offer Document nor the
accompanying Form of Acceptance nor the Listing Particulars nor the accompanying
documents nor any related document are being, and no such document may be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from Australia, Canada or Japan and persons
receiving such documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in, into or from Australia,
Canada or Japan, if to do so would violate applicable laws in such jurisdiction.
The ability of Highbury Shareholders who are not resident in the United Kingdom
or the United States to accept the Offer may be affected by the laws of the
relevant jurisdictions in which they are located. Such persons should inform
themselves of, and observe, any applicable requirements.
The New Future Shares have not been, and will not be, registered under the US
Securities Act or under the securities laws of any state of the United States;
have not been, and will not be, qualified for sale or resale under the
securities laws of any province or territory of Canada; and no prospectus in
relation to them has been, or will be, lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance. Accordingly, the New Future Shares are not being and will not be
offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada or Japan or any other jurisdiction or to or for the account or
benefit of any residents of Australia, Canada or Japan if to do so would
constitute a violation of the laws of, or require registration thereof in, the
relevant jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange