Rec Offer Unconditional
Informa PLC
13 July 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 13 July 2007
Recommended offer for Datamonitor declared unconditional in all respects
Offer declared unconditional in all respects
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 Offer Document containing details of the offer was posted
to Datamonitor Shareholders the same day.
The Board of Informa announces that as at 1.00pm on 13 July 2007 valid
acceptances of the Offer had been received in respect of a total of 54,865,761
Datamonitor Shares representing 76.05 per cent. of the existing issued share
capital of Datamonitor.
The Offer was conditional on Informa Acquisitions receiving valid acceptances in
respect of not less than 90 per cent. (or such lower percentage as Informa
Acquisitions may decide) of Datamonitor Shares to which the Offer relates,
subject to Informa Acquisitions acquiring or agreeing to acquire (whether
pursuant to the Offer or otherwise) more than 50 per cent. of Datamonitor
Shares. Informa Acquisitions announces that it has elected to waive the
requirement to receive acceptances of not less than 90 per cent. and that,
having acquired or agreed to acquire 76.05 per cent. of Datamonitor Shares, the
Offer is declared unconditional as to acceptances.
In addition, following receipt of approval of the Offer by the German Federal
Cartel Office, Informa announces that (all other conditions to the Offer having
been satisfied or waived) the Offer is now unconditional in all respects.
David Gilbertson, Chief Executive, said:
'Datamonitor is a model example of a company that slots neatly into Informa.
We are delighted that the vast majority of Datamonitor shareholders have
accepted the offer. Both companies provide customers with data and analysis that
is essential and unique - information they cannot do without. As part of the
Informa group we believe Datamonitor will be able to market to our 20
million-strong contact database, take part in our 10,000+ events each year and
use our global sales infrastructure across 43 countries. Combining the
businesses will enhance growth prospects and margins. '
None of the acceptances referred to above were received from persons acting in
concert with Informa Acquisitions or Informa. The total acceptances includes
valid acceptances of the Offer received in respect of a total of 12,021,327
Datamonitor Ordinary Shares, representing approximately 16.7 per cent. of the
issued share capital of Datamonitor for which irrevocable undertakings to accept
the Offer had been received.
Closing date of the Offer
On 25 June 2007, the Board of Informa Acquisitions announced that the Offer had
been extended to remain open for acceptance until 1.00 p.m. on 13 July 2007.
Following the Offer being declared unconditional in all respects by the Board of
Informa Acquisitions, the Offer will remain open until further notice.
Settlement of consideration
Settlement of cash consideration due under the Offer will be despatched (or, in
respect of Datamonitor Shares held in uncertificated form, credited through
CREST) on or before 27 July in respect of Datamonitor Shares for which
acceptances of the Offer, valid in all respects, have already been received or,
in respect of Datamonitor Shares held in uncertificated form, for which
Electronic Acceptances have already been validly made. Settlement of cash
consideration in respect of valid acceptances received or made after 13 July
2007 will be despatched (or, in respect of Datamonitor Shares held in
uncertificated form, credited through CREST) within 14 days of such acceptances
being received. As regards any valid acceptances of the Offer that contain an
election for the Loan Note Alternative, definitive certificates in respect of
that election will be despatched within 14 days of such acceptance being
received.
De-listing and compulsory acquisition of Datamonitor Shares
If Informa Acquisitions receives acceptances under the Offer in respect of, or
otherwise acquires, 90 per cent. or more of Datamonitor Shares to which the
Offer relates, Informa Acquisitions intends to exercise its rights pursuant to
the provisions of sections 979 to 982 (inclusive) of the Companies Act 2006 to
acquire compulsorily the remaining Datamonitor Shares, in respect of which the
Offer has not been accepted, in each case on the same terms as the Offer.
Following the Offer being declared unconditional in all respects Informa
Acquisitions will now procure that Datamonitor makes applications to cancel the
listing of Datamonitor Shares from the UKLA's Official List and to cancel
admission to trading in Datamonitor Shares on the London Stock Exchange's market
for listed securities. Delisting will significantly reduce the liquidity and
marketability of any Datamonitor Shares not acquired under the Offer at that
time.
It is anticipated that the cancellation of listing on the Official List and of
admission to trading on the London Stock Exchange will take effect on 10 August
2007.
It is currently intended that, following the cancellation of the listing of the
Datamonitor Shares on the Official List and the cancellation of admission to
trading of Datamonitor Shares on the London Stock Exchange's market for listed
securities, Datamonitor may be re-registered as a private company under the
relevant provisions of the Companies Act 1985.
Further acceptances
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.
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.
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
The company news service from the London Stock Exchange