Offer Document Posted
Informa PLC
14 May 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
14 May 2007
Recommended offer for Datamonitor plc ('Datamonitor') by Informa Acquisitions
Limited ('Informa Acquisitions'), a member of the Informa Group
Following the announcement earlier today by Informa regarding the recommended
cash offer at a price of 650 pence per Datamonitor Share by Informa Acquisitions
for Datamonitor (the 'Announcement'), Informa and Datamonitor announce that
the Offer Document is being posted to Datamonitor Shareholders today together
with the Form of Acceptance.
The Offer will initially remain open for acceptance until 1.00 p.m. on 4 June
2007. The procedure for acceptance of the Offer is set out in paragraph 14 of
Part II of the Offer Document and, in respect of certificated Datamonitor
Shares, is further described in the accompanying Form of Acceptance.
The Offer Document and the Form of Acceptance will be available for inspection
during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) at the offices of CMS Cameron McKenna LLP at Mitre House, 160
Aldersgate Street, London EC1A 4DD.
Any capitalised term used but not defined in this announcement is as defined in
the Offer Document.
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 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 will be available for public inspection and will also be 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 will be 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.
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 Osbourne
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 information is provided by RNS
The company news service from the London Stock Exchange