Recommended Acquisition
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 acquisition of Datamonitor plc ('Datamonitor') by Informa
Acquisitions Limited ('Informa Acquisitions'), a member of the Informa Group
Summary
• The Boards of Informa and Datamonitor are pleased to announce that they have
reached agreement on the terms of a recommended offer for Datamonitor by
Informa Acquisitions at a price of 650 pence per Datamonitor Share in cash,
valuing the fully diluted(1) ordinary share capital of Datamonitor at
approximately £502m.
(1) Refer to Bases and Sources in Appendix 2 for definition of 'fully diluted'
• Datamonitor is a leading global provider of market intelligence through
on-line data, analysis and forecasting platforms. Through its research-based
proprietary databases and wealth of expertise, Datamonitor provides clients
with objective, high quality data, analysis and in-depth forecasts for six
industry sectors: Automotive, Consumer (including Retail), Energy, Financial
Services, Healthcare and Technology/Telecoms. This electronic, high value
content helps its clients make better, more timely decisions.
• Datamonitor represents an attractive opportunity consistent with Informa's
strategy of providing high value, specialist content through a variety of
delivery formats to identified communities of business interest, globally.
• Highly complementary business models
• Scalable technology platforms
• Significant cross-over revenue opportunities with Informa through sales,
marketing and product development synergies
• Further resilience and visibility in Informa's revenue mix across each of
its three divisions, through Datamonitor's high renewing subscription
models
• Enhanced growth prospects and margins for Informa
• Expected annualised cost savings of £3m
• As a result of revenue and cost synergies, the Informa Directors expect
that the effect of the Acquisition on Informa's adjusted earnings per share
will be neutral in 2007 and will be enhancing in the first full year(2) and
expect that the post-tax return on invested capital will exceed Informa's cost
of capital in the second full year.
(2) This statement should not be interpreted to mean that the future earnings
per share of Informa will necessarily be greater than those for the relevant
preceding financial period
• The price of 650 pence for each Datamonitor Share represents:
• a premium of approximately 35.7 per cent. to the average Closing
Price of 479.2 pence per Datamonitor Share for the 12 months prior to
11 May 2007, being the last business day prior to this announcement;
• a premium of approximately 2.2 per cent. to the Closing Price of
636.0 pence per Datamonitor Share on 11 May 2007, being the last business
day prior to this announcement;
• an enterprise value which is a multiple of approximately 7.3 times
Datamonitor's revenue for the year ended 31 December 2006 of £70.4m;
• an enterprise value which is a multiple of approximately 31.7 times
Datamonitor's reported EBITDA for the year ended 31 December 2006 of
£16.2m; and
• an enterprise value which is a multiple of approximately 18.6 times
the consensus of analysts' estimates of Datamonitor's EBITDA of £27.5m for
the year ending 31 December 2007(3).
(3) Refer to Bases and Sources in Appendix 2 for the definition of 'consensus of
analysts' estimates of Datamonitor's EBITDA'
• The Board of Datamonitor, who have been so advised by LongAcre Partners,
Datamonitor's financial adviser, consider the terms of the Offer to be fair
and reasonable. In providing their advice, LongAcre Partners have taken into
account the commercial assessments of the Board of Datamonitor. Accordingly,
the Datamonitor Directors unanimously recommend that Datamonitor Shareholders
accept the Offer as they intend to do in respect of their own entire
beneficial holdings of Datamonitor Shares.
• Informa Acquisitions has received irrevocable undertakings to accept (or
procure acceptance of) the Offer from the Datamonitor Directors in respect of
9,687,994 Datamonitor Shares representing, in aggregate, 13.4 per cent. of
Datamonitor's issued ordinary share capital.
• Michael Danson, CEO of Datamonitor, has committed to purchase £5 million of
Informa Shares in the 30 days following the Offer becoming or being declared
wholly unconditional and to hold those shares until the announcement of the
preliminary results for Informa for the year ending 31 December 2008.
• A Loan Note Alternative will be made available.
• Further information on the terms and conditions to which the Offer will be
subject are set out in Appendix 1 and will be set out in the Offer Document,
which Informa expects to post to Datamonitor Shareholders as soon as
practicable although the Offer is not being made directly or indirectly in or
into the United States, Canada, Australia or Japan.
Commenting on the Acquisition, David Gilbertson, Managing Director of Informa,
said:
'Datamonitor is a model example of a company that slots neatly into the Informa
group. Both companies provide business customers with data and analysis that is
essential and unique - information they cannot do without.
'Datamonitor will enable us to extend our range of high value, specialist
information products by adding greater depth of proprietary data in our core
sectors, such as healthcare, financial services and telecoms; as well as take us
further into the technology and energy sectors. 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.'
Peter Rigby, Chief Executive of Informa, added:
'The team at Datamonitor has built a terrific business information company that
nicely complements our publishing, events and performance improvement
businesses. As part of Informa, we believe Datamonitor can accelerate growth and
provide data to a wider range of clients. Additionally, Datamonitor's
subscription-based business is strongly cash generative, economically resilient
and characterised by robust renewal rates.'
Commenting on the Acquisition, Bernard Cragg, Chairman of Datamonitor, said:
'Informa and Datamonitor together make an excellent combination. This is an
excellent outcome for our shareholders. Like us, Informa has enjoyed the
benefits of a clear strategy executed well, with sustained investment in the
product range. It is the right home for Datamonitor. Together the two businesses
will be stronger and have greater potential.'
Greenhill is acting as lead financial adviser to Informa and Informa
Acquisitions in connection with the Acquisition. Merrill Lynch is acting as
joint broker and has provided certain financial advice to Informa. Hoare Govett
is acting as joint broker.
LongAcre Partners is acting as financial adviser to Datamonitor in connection
with the Acquisition. Numis is acting as corporate broker to Datamonitor.
There will be an analyst and shareholder conference call at 9:00am today. Please
contact Sian Stanley at Maitland for details.
+44 20 7379 5151, sstanley@maitland.co.uk
Informa trading update
Trading during the first months of 2007 continues to be good. As reported in the
preliminary results for the year ended 31 December 2006, which were issued on 14
March, all areas of the business started the year strongly and they continue to
trade ahead of last year in constant currency terms. Informa has had some
notable highlights in events, with a highly successful annual energy event in
Germany adding to the success of SuperReturn (private equity) and the Arab
Health event in Dubai which Informa reported in March. In publishing, high
renewal rates across Informa's subscription titles and databases have continued.
The performance improvement (PI) sector continues to perform well, with
continued success with its expansion plans, in particular with the Asian
business based in Singapore and growing operations in the Middle East.
The Board of Informa remains confident that 2007 will be another successful
year. The combination of organic and acquisitive growth is a solid base for
further progress. Informa has a balanced configuration of businesses across
markets, formats and geographical regions, providing enhanced growth
capabilities in an economic upturn and defensive qualities in a downturn.
This summary should be read in conjunction with the full text of the attached
announcement and the Appendices thereto. Appendix 1 sets out the conditions and
certain further terms of the Offer. Appendix 2 contains source notes relating to
certain information contained in this announcement. Certain terms used in this
announcement are defined in Appendix 4 to the announcement.
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
Terms used in this summary but not defined herein shall have the meaning given
to them in the full text of the announcement.
The Offer Document and the Form of Acceptance will be posted to Datamonitor
Shareholders (other than those in a Restricted Jurisdiction) as soon as
practicable.
The Datamonitor Directors accept responsibility for the information contained in
this announcement relating to Datamonitor, the Datamonitor Group, the
Datamonitor Directors and the members of their immediate families, related
trusts and persons connected with them (save in each case for information on
Informa's future plans for Datamonitor, the Datamonitor Group, and its
management and employees). To the best of the knowledge and belief of the
Datamonitor Directors (who have taken all reasonable care to ensure that such is
the case), the information contained in this document for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The Informa Directors and the Informa Acquisitions Directors accept
responsibility for the information contained in this announcement save for the
information for which responsibility is taken by the Datamonitor Directors as
referred to above. To the best of the knowledge and belief of the Informa
Directors and the Informa Acquisitions Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
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.
Forward-looking statements
This announcement includes certain 'forward looking statements'. These
statements are based on the current expectations of the management of
Datamonitor, Informa and Informa Acquisitions (as applicable) and are naturally
subject to uncertainty and changes in circumstances. The forward looking
statements contained herein may include statements about the expected effects on
Informa, Informa Acquisitions or Datamonitor of the Offer, the expected timing
and scope of the Offer, anticipated earnings enhancements, estimated cost
savings and other synergies, costs to be incurred in achieving synergies, other
strategic options and all other statements in this document other than
historical facts. Forward looking statements include, without limitation,
statements typically containing words such as 'intends', 'expects',
'anticipates', 'targets', 'estimates' and words of similar import. By their
nature, forward looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward looking
statements. These factors include, but are not limited to, the satisfaction of
the conditions to the Offer, and Informa Acquisitions' ability to successfully
integrate the operations and employees of Datamonitor, as well as additional
factors, such as changes in economic conditions, changes in the level of capital
investment, success of business and operating initiatives and restructuring
objectives, customers' strategies and stability, changes in the regulatory
environment, fluctuations in interest and exchange rates, the outcome of
litigation, government actions and natural phenomena such as floods, earthquakes
and hurricanes. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward looking statements.
Neither Datamonitor nor Informa, nor Informa Acquisitions undertakes any
obligation to update publicly or revise forward looking statements, whether as a
result of new information, future events or otherwise, except to the extent
legally required.
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 1% or more of any class of 'relevant
securities' of Datamonitor, all 'dealings' in any 'relevant securities' of
Datamonitor, (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 London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the 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
Datamonitor, 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 Datamonitor by Informa Acquisitions, Informa or Datamonitor, or
by any of their respective 'associates', must be disclosed by no later than
12.00 noon (London time) on the London 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 Panel's website at http://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.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
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 acquisition of Datamonitor plc ('Datamonitor') by Informa
Acquisitions Limited ('Informa Acquisitions'), a member of the Informa Group
1. Introduction
The Boards of Informa and Datamonitor are pleased to announce that they have
reached agreement on the terms of a recommended offer for all of the issued and
to be issued ordinary share capital of Datamonitor. Under the terms of the Offer
to be made by Informa Acquisitions, Datamonitor Shareholders will receive 650
pence in cash for each Datamonitor Share, valuing Datamonitor's fully diluted
ordinary share capital at approximately £502m.
Informa Acquisitions is a recently incorporated private limited company formed
specifically for the purpose of making the Offer and is an indirect wholly-owned
subsidiary of Informa.
Informa provides specialist, high value information to the global academic &
scientific, professional, and commercial markets via publishing, performance
improvement and events. At the heart of every Informa product and service is
research-based, proprietary information for an expert audience. Informa
publishes over 2,000 subscription based products and services delivered both
electronically and in hardcopy, and 45,000 books. Every year Informa produces
over 10,000 events around the world, powered by a marketing database of over 20
million contacts. Informa's brands include Lloyd's List, Routledge, Taylor &
Francis, IIR, IBC, AchieveGlobal, ESI and Euroforum. Informa operates in over 70
countries, employing more than 7,500 people.
Datamonitor is a leading global provider of market intelligence through online
data, analysis and forecasting platforms. Through its research-based proprietary
databases and wealth of expertise, Datamonitor provides clients with objective,
high quality data, analysis and in-depth forecasts for six industry sectors:
Automotive, Consumer (including Retail), Energy, Financial Services, Healthcare
and Technology/Telecoms. This electronic, high value content helps its clients
make better, more timely decisions. Datamonitor has its headquarters in London
and has regional offices in other cities including New York, Chicago, Sydney and
Tokyo. Datamonitor employs approximately 1,400 people.
2. The Offer
The Offer will be for the entire issued and to be issued ordinary share capital
of Datamonitor and will be subject to the conditions and further terms set out
in Appendix 1 to this announcement and to the conditions and further terms to be
set out in the Offer Document and (in respect of certificated Datamonitor
Shares) in the Form of Acceptance. The Offer will be made on the following
basis:
For each Datamonitor Share 650 pence in cash
The price of 650 pence for each Datamonitor Share represents:
• a premium of approximately 35.7 per cent. to the average Closing
Price of 479.2 pence per Datamonitor Share for the 12 months prior to 11 May
2007, being the last business day prior to this announcement;
• a premium of approximately 2.2 per cent. to the Closing Price of 636.0 pence
per Datamonitor Share on 11 May 2007, being the last business day prior to
this announcement;
• an enterprise value which is a multiple of approximately 7.3 times
Datamonitor's revenue for the year ended 31 December 2006 of £70.4m;
• an enterprise value which is a multiple of approximately 31.7 times
Datamonitor's reported EBITDA for the year ended 31 December 2006 of £16.2m;
and
• an enterprise value which is a multiple of approximately 18.6 times
the consensus of analysts' estimates of Datamonitor's EBITDA of £27.5m for
the year ending 31 December 2007(4).
(4) Refer to Bases and Sources in Appendix 2 for the definition of 'consensus of
analysts' estimates of Datamonitor's EBITDA'
Datamonitor also has 18,897 deferred shares of 10 pence each ('Datamonitor
Deferred Shares') in issue to which the Offer will not extend. No offer will be
made for the Datamonitor Deferred Shares.
3. Background to and reasons for the Offer
The Directors of Informa believe that the Acquisition represents an attractive
opportunity consistent with Informa's strategy of delivering high-value,
specialist content to its clients across the globe. Datamonitor is a high
quality business information company, providing its clients with research-based,
in-depth industry intelligence and objective analysis. Datamonitor's products,
which are offered almost entirely in electronic format through its online
databases and 'Knowledge Centres', provide important business intelligence for
its clients' strategic planning, marketing and new product development teams.
Datamonitor provides predominantly proprietary data and content on six key
industry sectors: Automotive, Consumer (including Retail), Energy, Financial
Services, Healthcare and Technology/Telecoms. The well respected 'Datamonitor'
brand is underpinned by its strong client base of over 6,000 companies and has
high subscription renewal rates.
The Informa Directors believe that Datamonitor has strong growth prospects, and
the Informa Directors believe that with the backing of Informa this growth can
be accelerated. With its strong track record of acquiring businesses, Informa
believes that it is well positioned to support Datamonitor through the next
phase of its development. The Informa Directors believe that the Acquisition
will provide multiple opportunities to leverage Datamonitor's product offering
and knowledge base to the benefit of Informa's existing clients, while enhancing
Datamonitor's growth through Informa's international sales network and global
infrastructure.
The principal benefits of the Acquisition to Informa are:
• Highly complementary business models
The Datamonitor business is believed by the Informa Directors to be
complementary to Informa's. Both are centred on the provision of high value
content. The Informa Directors believe that there is also a strong sector fit as
Informa provides an extensive range of its products and services in the same
sectors in which Datamonitor operates, with particular strengths in healthcare,
financial services and technology/telecoms.
• Significant sales and marketing revenue opportunities with Informa
The Informa Directors believe that Datamonitor will have the opportunity to
market to the names on Informa's 20 million contact database; speak, exhibit and
sponsor at Informa's 10,000+ events annually; and cross-sell to Informa's
extensive key account client list.
• Intellectual property and content expertise synergies
The Informa Directors believe that Datamonitor's analysts will provide a
research source for Informa conferences and an analytic / diagnostic source for
Informa's performance improvement business. They also believe that Datamonitor's
product expansion plans will be enhanced by accelerating the development of new
data sets in niche segments of Datamonitor's existing industry sectors where
Informa has significant expertise.
• Enhancing Datamonitor's international expansion
The Informa Directors believe that Datamonitor's sales force will benefit from
Informa's existing global infrastructure with offices and local market expertise
in 43 countries.
• Increased resilience and visibility in Informa's revenue mix through
Datamonitor's resilient business
With its largely subscription-based income stream Datamonitor is expected by the
Informa Directors to be resilient to the effects of changes in the economic
cycle. Contributing to each of Informa's divisions, the highly renewing
subscriber base will add accelerated growth to the Academic & Scientific
division and greater resilience and visibility to both the Professional and
Commercial divisions.
• Enhanced growth prospects and margins
The Informa Directors believe that the combination of Datamonitor's existing
high growth opportunities and high margins with the significant cross-over
revenue opportunities will improve Informa's growth rate and its overall
operating margin.
• Cost savings
The Informa Directors believe that the Acquisition will generate annualised cost
savings of £3 million with expected one-off costs of £1 million.
4. Financial effects of the Acquisition
The Board of Informa believes that the Acquisition will complement the Informa
Group's strong medium-term organic growth and continued high cash generation. As
a result of revenue and cost synergies, the Board of Informa expects that the
effect of the Acquisition on Informa's adjusted earnings per share will be
neutral in 2007 and will be enhancing in the first full year(5) and it expects
that the post-tax return on invested capital will exceed Informa's cost of
capital in the second full year. In addition, the Board of Informa believes that
the associated cashflows resulting from the Acquisition will generate a positive
net present value.
(5) This statement should not be interpreted to mean that the future earnings
per share of Informa will necessarily be greater than those for the relevant
preceding financial period
The Informa Directors expect that the ratio of net debt to earnings before
interest, tax, depreciation, amortisation and exceptional items will be
approximately 4.9 times at completion of the Acquisition and expect that the
strong cash generation of the combined business will result in rapid debt
pay-down. Excluding the effect of any other potential acquisitions, this ratio
is expected to fall to below 3.75 times by the end of the first full year
following the Acquisition.
5. Recommendation
The Board of Datamonitor, who have been so advised by LongAcre Partners,
Datamonitor's financial adviser, consider the terms of the Offer to be fair and
reasonable. In providing their 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 they intend to do in respect of their own entire beneficial
holdings of Datamonitor Shares.
6. Background to and reasons for the Recommendation
The Datamonitor Shares were admitted to the Official List and to trading on the
London Stock Exchange's market for listed securities in November 2000 at a price
of 165 pence per Datamonitor Share. Since that time, Datamonitor has achieved
substantial growth in both revenue and profitability.
The Offer represents(6):
(6) Please see Appendix 2 for the Bases and Sources of statements set out in
this paragraph
• a total shareholder return (with gross dividends reinvested) of
approximately 506.8 per cent. over the three years ended on 11 May 2007 (the
last business day prior to the date of this announcement), which equates to an
annual return of approximately 82.4 per cent. over the same period;
• a premium of approximately 35.7 per cent. over the average Closing
Price of 479.2 pence per Datamonitor Share for the 12 months prior to this
announcement;
• an enterprise value which is a multiple of approximately 7.3 times
Datamonitor's revenue for the year ended 31 December 2006 of £70.4m;
• an enterprise value which is a multiple of approximately 31.7 times
Datamonitor's reported EBITDA for the year ended 31 December 2006 of £16.2m;
and
• an Offer value which is a multiple of approximately 46.7 times reported
diluted earnings per share, for the year ended 31 December 2006 of 13.9
pence.
The above multiples are at a significant premium to the trading multiples of the
principal comparable companies listed in the UK, Europe and US within the B2B
publishing sector. Similarly, the enterprise value of the Offer as a multiple to
Datamonitor's reported 2006 EBITDA compares favourably to the relevant EBITDA
acquisition multiples of relevant comparable transactions.
The Offer also represents an enterprise value which is a multiple of
approximately 28.4 times Datamonitor's normalised EBITDA for the year ended 31
December 2006 of £18.0m (earnings before interest, tax, depreciation, goodwill
amortisation, reorganisation costs and the charge relating to share-based
payment transactions) and a multiple of approximately 41.1 times normalised
diluted earnings per share, adjusted for the impact of amortisation of acquired
intangible assets, share based payments, net financial income and reorganisation
costs and applying a normalised tax charge of 30 per cent. for the year ended 31
December 2006 of 15.8 pence.
In addition to valuation parameters, the Datamonitor Directors also considered
Datamonitor's ability to continue to grow, sustain historic growth rates and
deliver acceptable returns to its shareholders as an independent company. A
number of potential options, including an ability to consider transformational
acquisitions and consolidate the database B2B sector, would be hindered by
Datamonitor's relatively small size, competition for assets from other industry
players and valuation ratings in the sector. The Datamonitor Directors also
believe that an aggressive acquisition strategy to enable Datamonitor to compete
effectively with larger capitalised industry players on a longer term basis
would potentially expose Datamonitor to a greater degree of financial risk.
Given the above, 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.
7. Irrevocable Undertakings and commitment to purchase Informa Shares
The Datamonitor Directors have given irrevocable undertakings to accept (or
procure acceptance of) the Offer to Informa Acquisitions in respect of their
entire beneficial holdings of Datamonitor Shares amounting, in total, to
9,687,994 Datamonitor Shares representing, in aggregate, 13.4 per cent. of
Datamonitor's issued ordinary share capital. These undertakings remain binding
in the event of a competing offer being made for Datamonitor unless the Offer
lapses or is withdrawn.
Further details of these irrevocable undertakings are set out in Appendix 3 to
this announcement.
Michael Danson, Chief Executive Officer of Datamonitor, has committed to
purchase £5 million of Informa Shares in the 30 days following the Offer
becoming or being declared wholly unconditional and to hold those shares until
the announcement of the preliminary results for Informa for the year ending 31
December 2008.
8. Information on Informa Acquisitions
Informa Acquisitions, a wholly-owned indirect subsidiary of Informa, was formed
for the purpose of making the Acquisition. The entire issued share capital of
Informa Acquisitions is held by Informa Acquisitions Holdings Limited, which is
wholly-owned by Informa. Both Informa Acquisitions and Informa Acquisitions
Holdings Limited are private limited companies registered in England and Wales
and were incorporated on 30 April 2007. Neither Informa Acquisitions nor Informa
Acquisitions Holdings Limited have traded since incorporation, nor have they
entered into any obligations, other than in connection with the Acquisition and
the financing of the Acquisition. The directors of Informa Acquisitions and
Informa Acquisitions Holdings Limited are officers of Informa.
9. Financial information relating to Informa
For the year ended 31 December 2006, on an IFRS basis and from continuing
operations, Informa reported revenues of £1,039.1m (2005: £729.3m) and profit
before taxation of £86.5m (2005: £61.0m). Net assets as at 31 December 2006 were
£932.0m (2005: £926.0m) and gross assets were £2,384.8m (2005: £2,349.4m). As at
11 May 2007 Informa had a market capitalisation of approximately £2.6 billion.
10. Informa trading update
Trading during the first months of 2007 continues to be good. As reported in the
preliminary results for the year ended 31 December 2006, which were issued on 14
March, all areas of the business started the year strongly and they continue to
trade ahead of last year in constant currency terms. Informa has had some
notable highlights in events, with a highly successful annual energy event in
Germany adding to the success of SuperReturn (private equity) and the Arab
Health event in Dubai which Informa reported in March. In publishing, high
renewal rates across Informa's subscription titles and databases have continued.
The performance improvement (PI) sector continues to perform well, with
continued success with its expansion plans, in particular with the Asian
business based in Singapore and growing operations in the Middle East.
The Board of Informa remains confident that 2007 will be another successful
year. The combination of organic and acquisitive growth is a solid base for
further progress. Informa has a balanced configuration of businesses across
markets, formats and geographical regions, providing enhanced growth
capabilities in an economic upturn and defensive qualities in a downturn.
11. Financial information relating to Datamonitor
For the year ended 31 December 2006, Datamonitor reported a normalised profit
before tax, amortisation of acquired intangible assets, reorganisation costs and
the charge relating to share-based payment transactions and net financial income
of approximately £16.8m on revenues of approximately £70.4m and had gross assets
as at that date of approximately £113.8m. Datamonitor Shares are traded on the
London Stock Exchange.
Datamonitor performed strongly in the first quarter of 2007. The integration of
Ovum plc, acquired in December 2006 for a total consideration of approximately
£41.0m, inclusive of fees and net of share option proceeds, is progressing well,
with performance in line with management expectations.
12. Financing of the Offer
The cash consideration payable by Informa Acquisitions will be funded using a
new debt facility of £1,450 million from The Royal Bank of Scotland plc which
will also refinance the existing bank facilities of Informa and Datamonitor.
Greenhill confirms that it is satisfied that sufficient resources are available
to Informa Acquisitions to satisfy in full the consideration payable under the
Offer.
13. Directors, management, employees and location
Informa attaches great importance to the skills and experience of the existing
management and employees of Datamonitor. Accordingly, Informa has given
assurances to the Datamonitor Directors that the existing employment rights of
all employees of Datamonitor, including pension rights, will be fully
safeguarded.
The Datamonitor Directors (save for Michael Danson and Simon Pyper) have agreed
to resign from the board of Datamonitor upon the Offer becoming or being
declared unconditional in all respects.
Michael Danson, Datamonitor Chief Executive Officer, will remain with
Datamonitor as its Chief Executive Officer for a period of twelve months to
assist with the integration of Datamonitor within the enlarged group.
Informa has no immediate plans to change the locations of Datamonitor
operational places of business.
Informa's proposals for the Datamonitor Capital Appreciation Plan are set out in
paragraph 15 below.
14. The Loan Note Alternative
As an alternative to all or part of the cash consideration to which they would
otherwise be entitled under the Offer, accepting Datamonitor Shareholders, other
than Restricted Overseas Persons, will, subject to the conditions and further
terms set out in the Offer Document and (in respect of certificated Datamonitor
Shares) the Form of Acceptance, be entitled to elect to receive Loan Notes to be
issued by Informa Acquisitions on the following basis:
for each £1 of cash consideration £1 nominal of Loan Notes
The Loan Notes will be issued by Informa Acquisitions, credited as fully paid,
in amounts and integral multiples of £1 and the balance of any entitlement that
is not a whole multiple of £1 will be disregarded and not issued. The Loan Notes
will constitute direct, unsecured and unsubordinated obligations of Informa
Acquisitions and will be guaranteed as to payment of principal by The Royal Bank
of Scotland plc. The Loan Notes will bear interest at a rate of 1 per cent.
below twelve-month sterling LIBOR to be determined on the first business day of
each interest period. Interest will be payable by yearly instalments in arrears
(less any tax where deduction thereof is required by law) on 31 December in each
year up to and including 31 December 2009 (each an 'interest payment date'). The
first payment of interest will be made on 31 December 2007. On 31 December 2007,
interest will be paid in respect of the period from (and including) the date of
issue of the relevant Loan Notes to (but excluding) 31 December 2007. The Loan
Notes will be redeemable, on not less than 14 days' notice, in whole for cash at
par at the option of noteholders on a date being either 30 June or 31 December
in any year between the first date on which all of the relevant holding of Loan
Notes has been in issue for more than six months and 31 December 2009 (both
dates inclusive) (a 'redemption date').
Unless Informa Acquisitions decides otherwise, no Loan Notes will be issued by
Informa Acquisitions unless the aggregate nominal value of all Loan Notes to be
issued as a result of valid elections for the Loan Note Alternative exceeds £5
million. If such aggregate nominal value is less than £5 million, any such
election shall, unless Informa Acquisitions decides otherwise, be void and the
relevant Datamonitor Shareholders will be deemed to have elected for cash.
Informa Acquisitions may redeem all (but not some only) of the Loan Notes (so
long as they have all been in issue for at least six months) if at any time less
than £5 million of the Loan Notes remains outstanding. Informa Acquisitions may
purchase any Loan Notes which have been in issue for more than six months at a
price by tender available to all holders of Loan Notes alike, or otherwise by
agreement with any holders of Loan Notes. The Loan Notes may be redeemed in
accordance with their terms. If not previously redeemed, the final redemption
date will be 31 December 2009. Any Loan Notes outstanding on the final
redemption date will be redeemed at par together with any accrued interest (less
any tax where deduction thereof is required by law) on that date. In relation to
any redemption date falling on or after the first anniversary of the date of
issue of each of the relevant Loan Notes, the Loan Notes may be redeemed, at the
option of the holder or the issuer, in US dollars. The Loan Notes will not be
transferable (other than by a noteholder to a spouse/civil partner, parent,
child, certain family members or a family trust of any of them) and no
application will be made for them to be listed on, or dealt on, any stock
exchange or other trading facility.
The Loan Notes that may be issued in connection with 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, sold, 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 or obtained, nor have any steps been taken, nor will any steps be
taken, to enable the Loan Notes to be publicly offered in compliance with
applicable securities laws of Australia, Canada or Japan (or any province or
territory thereof, if applicable) or any other jurisdiction. Accordingly, the
Loan Notes may not be offered, sold, resold or delivered, directly or
indirectly, in, into or from Australia, Canada or Japan (or to any residents
thereof) or any other jurisdiction (or to any residents in that jurisdiction) if
to do so would constitute a violation of the relevant laws of that jurisdiction.
The Loan Note Alternative is conditional upon the Offer becoming or being
declared unconditional in all respects. The Loan Note Alternative will remain
open for acceptance for as long as the Offer remains open for acceptance.
Greenhill has advised that, based on market conditions on 11 May 2007 (being the
latest practicable date prior to this announcement), in its opinion the value of
the Loan Notes (if the Loan Notes had been in issue) would have been not less
than 98p per £1 nominal value.
Further details of the Loan Notes will be contained in the Offer Document.
15. Datamonitor Share Schemes and Datamonitor Long Term Incentive Plans
The Offer will extend to any Datamonitor Shares unconditionally allotted or
issued or unconditionally allotted and fully paid (or credited as fully paid)
before the date on which the Offer closes (or, subject to the City Code, by such
earlier date as Informa Acquisitions may decide), including Datamonitor Shares
issued pursuant to the exercise of options or release of awards under the
Datamonitor Share Schemes.
Participants in the Datamonitor Share Schemes will be written to separately and
appropriate proposals will be made to such participants in due course.
In relation to the Datamonitor Capital Appreciation Plan ('CAP'), Informa
intends to amend the rules of the plan so as to fix the value of the
entitlements at the value of 650 pence per Datamonitor Share, to be satisfied in
cash at the time of vesting, but otherwise broadly to leave the operation of the
scheme unchanged so far as is practicable and to deal with discretionary matters
under the scheme in a reasonable manner.
16. Disclosure of interests in Datamonitor relevant securities
As at the date of this announcement, neither Informa, Informa Acquisitions, nor
any of the Informa Directors or the Informa Acquisitions Directors, nor, so far
as Informa, Informa Acquisitions or the Informa Directors or the Informa
Acquisitions Directors are aware, any person acting in concert with Informa or
Informa Acquisitions for the purposes of the Acquisition, owns or controls any
Datamonitor Shares or any securities convertible or exchangeable into
Datamonitor Shares or any rights to subscribe for or purchase the same, or holds
any options (including traded options) in respect of, or has any option to
acquire, any Datamonitor Shares or has entered into any derivatives referenced
to Datamonitor Shares ('Relevant Datamonitor Securities') which remain
outstanding or has a short position (including a short position under a
derivative, an agreement to sell or a delivery obligation or right to acquire
another person to take delivery), nor does any such person have any arrangement
in relation to Relevant Datamonitor Securities. For these purposes,
'arrangement' includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature, relating to Relevant
Datamonitor Securities which may be an inducement to deal or refrain from
dealing in such shares and any borrowing or lending of Relevant Datamonitor
Securities that have been on-lent or sold.
In view of the requirement of confidentiality and therefore the availability to
Informa Acquisitions of all relevant persons who are presumed to be acting in
concert with Informa Acquisitions to provide information, it has not been
possible to ascertain all of the interests and dealings in Datamonitor Shares of
all relevant persons who are presumed to be acting in concert with Informa
Acquisitions for the purposes of the Offer. Any such additional interest(s) or
dealing(s) will be discussed with the Panel and, if appropriate, will be
disclosed in the Offer Document or announced if so requested by the Panel.
17. Inducement Fees
As a pre-condition to Informa Acquisitions agreeing to announce the Offer,
Datamonitor has agreed to pay a fee to Informa of £5,018,236 (inclusive of any
non-recoverable VAT) if, following the date of this announcement, the Offer
lapses or is withdrawn:
(a) following the announcement of an independent competing offer (with or
without pre-conditions), which becomes or is declared unconditional in all
respects or is otherwise completed or implemented; or
(b) following the Datamonitor Directors (or any of them), or any committee
thereof, withdrawing, or modifying in any manner adverse to Informa or the
success or the likely success of the Offer, their recommendation to
Datamonitor Shareholders to accept the Offer; or
(c) in circumstances where the Panel finds that there has been a breach of Rule
21.1 of the City Code by Datamonitor.
However, Datamonitor shall only be liable to pay a fee under paragraph (b) above
if and to the extent a further independent competing offer is made and
subsequently lapses or is withdrawn, or does not become or is not declared
wholly unconditional in all respects and the offeror thereunder is obliged to
make a payment to Datamonitor.
Under the terms of that agreement, Informa has agreed to pay a fee to
Datamonitor of £2,509,118 (inclusive of any non-recoverable VAT) if, following
the date of this announcement, either the Offer lapses or is withdrawn or does
not become or is not declared wholly unconditional in all respects, or the Offer
is not made by means of the posting of the Offer Document within 28 days of the
date of this announcement, in each case save in circumstances where Datamonitor
is liable to pay or has paid a fee to Informa as described in the paragraph
above.
18. Delisting, cancellation of trading, compulsory acquisition
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.
If the Offer becomes or is declared unconditional in all respects, and
sufficient acceptances under the Offer are received, Informa Acquisitions
intends to 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 would 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 no earlier
than 20 business days after either (i) the date(s) on which Informa Acquisitions
has, by virtue of its shareholdings and acceptances of the Offer, acquired or
agreed to acquire issued ordinary share capital carrying 75 per cent. of the
voting rights of the Datamonitor Shares, or (ii) the first date(s) of issue of
compulsory acquisition notices under section 979 of the Companies Act 2006.
Informa will notify Datamonitor Shareholders when the relevant events set out
above have occurred and confirm that the notice period has commenced and the
anticipated date of cancellation.
Following the Offer becoming or being declared unconditional, Datamonitor may be
re-registered as a private company under the relevant provisions of the
Companies Act 1985.
19. Further details of the Offer
There are no agreements or arrangements to which Informa is a party which relate
to the circumstances in which it may or may not invoke or seek to invoke a
condition of the Offer.
20. Overseas Shareholders
The availability of the Offer to Datamonitor Shareholders who are not resident
in the United Kingdom may be affected by the laws of their relevant
jurisdiction. Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction.
Full details in relation to Overseas Shareholders will be contained in the Offer
Document.
Datamonitor Shareholders who are in any doubt regarding such matters should
consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.
21. Datamonitor issued share capital
In accordance with Rule 2.10 of the Code, Datamonitor confirms that it has
72,144,664 Datamonitor Shares in issue (of which 5,326,168 are held in an
employee share ownership trust) and has outstanding 10,385,135 options to
acquire Datamonitor Shares. The International Securities Identification Number
for Datamonitor Shares is GB0009757112. Datamonitor also has 18,897 Datamonitor
Deferred Shares in issue to which the Offer will not extend. No offer will be
made for the Datamonitor Deferred Shares.
The Offer will be subject to the conditions and further terms set out in
Appendix 1.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2.
Certain terms used in this announcement are defined in Appendix 4.
The Datamonitor Directors accept responsibility for the information contained in
this announcement relating to Datamonitor, the Datamonitor Group, the
Datamonitor Directors and the members of their immediate families, related
trusts and persons connected with them (save in each case for information on
Informa's future plans for Datamonitor, the Datamonitor Group, and its
management and employees). To the best of the knowledge and belief of the
Datamonitor Directors (who have taken all reasonable care to ensure that such is
the case), the information contained in this document for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The Informa Directors and the Informa Acquisitions Directors accept
responsibility for the information contained in this announcement save for the
information for which responsibility is taken by the Datamonitor Directors as
referred to above. To the best of the knowledge and belief of the Informa
Directors and the Informa Acquisitions Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
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.
Forward-looking statements
This announcement includes certain 'forward looking statements'. These
statements are based on the current expectations of the management of
Datamonitor, Informa and Informa Acquisitions (as applicable) and are naturally
subject to uncertainty and changes in circumstances. The forward looking
statements contained herein may include statements about the expected effects on
Informa, Informa Acquisitions or Datamonitor of the Offer, the expected timing
and scope of the Offer, anticipated earnings enhancements, estimated cost
savings and other synergies, costs to be incurred in achieving synergies, other
strategic options and all other statements in this document other than
historical facts. Forward looking statements include, without limitation,
statements typically containing words such as 'intends', 'expects',
'anticipates', 'targets', 'estimates' and words of similar import. By their
nature, forward looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward looking
statements. These factors include, but are not limited to, the satisfaction of
the conditions to the Offer, and Informa Acquisitions' ability to successfully
integrate the operations and employees of Datamonitor, as well as additional
factors, such as changes in economic conditions, changes in the level of capital
investment, success of business and operating initiatives and restructuring
objectives, customers' strategies and stability, changes in the regulatory
environment, fluctuations in interest and exchange rates, the outcome of
litigation, government actions and natural phenomena such as floods, earthquakes
and hurricanes. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward looking statements.
Neither Datamonitor nor Informa, nor Informa Acquisitions undertakes any
obligation to update publicly or revise forward looking statements, whether as a
result of new information, future events or otherwise, except to the extent
legally required.
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 1% or more of any class of 'relevant
securities' of Datamonitor, all 'dealings' in any 'relevant securities' of
Datamonitor, (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 London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the 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
Datamonitor, 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 Datamonitor by Informa Acquisitions, Informa or Datamonitor, or
by any of their respective 'associates', must be disclosed by no later than
12.00 noon (London time) on the London 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 Panel's website at http://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.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
Appendix 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
PART A: CONDITIONS OF THE OFFER
The Offer complies with the rules and regulations of the FSA and the City Code.
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 1.00 p.m. on the First Closing Date (or such later time(s) and/or
date(s) as Informa Acquisitions may, with the consent of the Panel or in
accordance with the City Code, decide) in respect of not less than 90 per cent.
(or such lower percentage as Informa Acquisitions may decide) in nominal value
of the Datamonitor Shares to which the Offer relates provided that this
condition shall not be satisfied unless Informa Acquisitions and/or any of its
wholly-owned subsidiaries shall have acquired or agreed to acquire, whether
pursuant to the Offer or otherwise, Datamonitor Shares carrying in aggregate
more than 50 per cent. of the voting rights then normally exercisable at general
meetings of Datamonitor (including for this purpose, to the extent (if any)
required by the Panel, any voting rights attaching to any Datamonitor Shares
which may be unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances, whether pursuant to the exercise of
any outstanding conversion or subscription rights or otherwise). For the
purposes of this condition:
(i) the Datamonitor Shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or conversion
rights or otherwise, shall be deemed to carry the voting rights they will carry
on being entered into the register of members of Datamonitor;
(ii) the expression 'Datamonitor Shares to which the Offer relates' shall be
construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006; and
(iii) valid acceptances shall be deemed to have been received in respect of the
Datamonitor Shares which are treated for the purposes of section 979 of the
Companies Act 2006 as having been acquired or contracted to be acquired by
Informa Acquisitions by virtue of acceptances of the Offer;
(b) approval under the German Act against Restraints of Competition (Gesetz
gegen Wettbewerbsbeschrankungen) (the 'GWB') from the German Federal Cartel
Office (Bundeskartellamt) (the 'GFCO') having been obtained or the applicable
waiting periods under the German Act against Restraints of Competition having
expired or been terminated without action from the German Federal Cartel Office;
(c) save as Disclosed, there being no provision of any agreement, arrangement,
licence, permit, lease or other instrument to which any member of the Wider
Datamonitor Group is a party or by or to which any such member or any of its
assets would be reasonably likely to be bound, entitled or subject, which as a
consequence of the Offer or the proposed acquisition of any shares or other
securities in Datamonitor or because of a change in the control or management of
the Wider Datamonitor Group or otherwise, would or could reasonably be expected
to result in, to an extent which is or would reasonably be expected to be
material in the context of the Wider Datamonitor Group taken as a whole:
(i) any monies borrowed by or any other indebtedness (actual or contingent) of,
or grant available to any such member, being or becoming repayable or capable of
being declared repayable immediately or earlier than their or its stated
maturity date or repayment date or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or being capable
of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit, lease or instrument or
the interest or business of any such member or the rights, liabilities,
obligations or interests of any such member thereunder being terminated or
adversely modified or affected or any obligation or liability arising or any
adverse action being taken or arising thereunder;
(iii) any assets or interests of any such member being or falling to be disposed
of or charged or any right arising under which any such asset or interest could
be required to be disposed of or charged or could cease to be available to any
such member otherwise than in the ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
such member or any such mortgage, charge or other security interest (whenever
arising or having arisen) becoming enforceable;
(v) the rights, liabilities, obligations or interests of any such member in, or
the business of any such member with, any person, firm or body (or any
arrangement(s) relating to any such interest or business) being terminated,
adversely modified or adversely affected;
(vi) the value of any such member or its financial or trading position or
prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any name
under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any such member;
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit, lease or other instrument to which any member of
the Wider Datamonitor Group is a party or by or to which any such member or any
of its assets may be bound, entitled or subject, could reasonably be expected by
Informa Acquisitions to result in any of the events or circumstances as are
referred to in sub-paragraphs (i) to (viii) of this condition (c) in each case
to an extent which is material in the context of the Wider Datamonitor Group
taken as a whole
(d) no central bank, government, government department or governmental, quasi-
governmental, supranational, statutory, regulatory, environmental or
investigative body, court, stock exchange, trade agency, association,
institution or any other body or person whatsoever in any jurisdiction (each, a
'Third Party') having decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference, or having
required any action to be taken or having enacted, made or proposed any statute,
regulation, decision or order, and there not continuing to be outstanding any
statute, regulation, decision or order, which would or would reasonably be
expected by Informa Acquisitions to:
(i) require, prevent or materially delay the divestiture, or adversely alter the
terms envisaged for any proposed divestiture by any member of the Wider Informa
Group or any member of the Wider Datamonitor Group of all or any material
portion of their respective businesses, assets or property or impose any
material limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own any of their respective material assets or
material properties or any part thereof;
(ii) result in a material delay in the ability of Informa Acquisitions, or
render it unable, to acquire some or all of the Datamonitor Shares or require a
material divestiture by Informa Acquisitions or any member of the Wider Informa
Group of any securities in Datamonitor;
(iii) impose any material limitation on, or result in a material delay in, the
ability of any member of the Wider Informa Group directly or indirectly to
acquire or to hold or to exercise effectively any rights of ownership in respect
of shares or loans or securities convertible into shares or any other securities
(or the equivalent) in any member of the Wider Datamonitor Group or the Wider
Informa Group or to exercise, directly or indirectly, voting or management
control over any such member;
(iv) otherwise materially and adversely affect the business, assets, liabilities
profits or prospects of any member of the Wider Datamonitor Group;
(v) make the Offer, its implementation or the acquisition or proposed
acquisition by Informa Acquisitions or any member of the Wider Informa Group of
any shares or other securities in, or control or management of, Datamonitor
void, illegal and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, materially restrain, prevent, restrict,
prohibit, or delay the same, or impose additional material conditions or
obligations with respect to, or otherwise materially impede or challenge or
require material amendment of the Offer or the acquisition by Informa
Acquisitions or any member of the Wider Informa Group of any shares or other
securities in Datamonitor;
(vi) require any member of the Wider Informa Group or the Wider Datamonitor
Group to acquire, or to offer to acquire, any shares or other securities (or the
equivalent) or interest in any member of the Wider Datamonitor Group or the
Wider Informa Group owned by any third party (other than in the implementation
of the Offer);
(vii) impose any material limitation on the ability of any member of the Wider
Datamonitor Group to co-ordinate its business, or any part of it, with the
businesses of any other member of the Wider Datamonitor Group and/or the Wider
Informa Group; or
(viii) result in any member of the Wider Datamonitor Group ceasing to be able to
carry on business under any name under which it presently does so,
in each case to an extent which is material in the context of the Offer, or the
Wider Informa Group or the Wider Datamonitor Group taken as a whole (as the case
may be), and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could institute, implement
or threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the Offer or
proposed acquisition of any shares or securities in Datamonitor having expired,
lapsed or been terminated;
(e) all filings or applications which are reasonably considered necessary by
Informa Acquisitions or which are required by law having been made in connection
with the Offer and all statutory or regulatory obligations in any jurisdiction
having been complied with in connection with the Offer or the acquisition by any
member of the Wider Informa Group of any shares or other securities in, or
control of, Datamonitor in circumstances where non-compliance would have a
material adverse effect on the Wider Informa Group or the Wider Datamonitor
Group taken as a whole (as the case may be) or would be material in the context
of the Offer and all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals
('authorisations') required by law in respect of the Offer or the proposed
acquisition of any shares or other securities in, or control of, Datamonitor by
any member of the Wider Informa Group having been obtained in terms and in a
form reasonably satisfactory to Informa Acquisitions from all appropriate Third
Parties or persons with whom any member of the Wider Datamonitor Group has
entered into contractual arrangements, in each case where the absence of such
authorisations would have a material adverse effect on the Wider Informa Group
or the Wider Datamonitor Group taken as a whole (as the case may be) or would be
material in the context of the Offer, and all such authorisations which are
reasonably considered by Informa Acquisitions to be necessary to carry on the
business of any member of the Wider Datamonitor Group as currently carried on
remaining in full force and effect and all filings necessary for such purpose
having been made and there being no notice or intimation of any intention to
revoke or not to renew any of the same and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;
(f) save as Disclosed, no member of the Wider Datamonitor Group having, since
31 December 2006:
(i) save for Datamonitor Shares issued pursuant to the exercise of options
granted under the Datamonitor Share Schemes, issued or agreed to issue,
authorised or proposed the issue of additional shares or securities of any
class;
(ii) save for the grant of options under the Datamonitor Share Schemes, issued
or agreed to issue, authorised or proposed the issue of securities convertible
into shares of any class or rights, warrants or options to subscribe for, or
acquire, any such shares or convertible securities;
(iii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares (including treasury shares) or other
securities or reduced or made or authorised any other change to any part of its
share capital;
(iv) save as between Datamonitor and wholly-owned subsidiaries of Datamonitor
('Intra-Datamonitor Group Transactions') recommended, declared, paid or made or
proposed to recommend, declare, pay or make any bonus, dividend or other
distribution to any shareholder whether payable in cash or otherwise;
(v) save for Intra-Datamonitor Group Transactions, merged with or demerged from
any body corporate or partnership or, other than in the ordinary course of
business, acquired or disposed of or transferred, mortgaged, charged or created
any security interest over, any asset or any right, title or interest in any
asset (including shares and trade investments) or authorised, proposed or
announced any intention to propose the same which, in any case, is material in
the context of the Wider Datamonitor Group taken as a whole;
(vi) save for Intra-Datamonitor Group Transactions, made or authorised or
proposed or announced an intention to propose any change in its loan capital;
(vii) save for Intra-Datamonitor Group Transactions, issued, authorised or
proposed the issue of any debentures or incurred or increased any indebtedness
or liability (actual or contingent) or proposed to do any of the foregoing;
(viii) entered into, implemented, effected, authorised, proposed or announced
any reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement in respect of itself or another member of the Wider Datamonitor
Group that is material in the context of the Wider Datamonitor Group;
(ix) entered into, or varied any material terms of, any agreement with any of
the directors or senior executives of Datamonitor;
(x) entered into, varied or (in a manner which is materially prejudicial to the
Wider Datamonitor Group taken as a whole) terminated, or authorised, proposed or
announced its intention to enter into, vary or (in a manner which is materially
prejudicial to the Wider Datamonitor Group taken as a whole) terminate any
agreement, transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude;
(B) is or would reasonably be expected to be materially restrictive to the
business of any member of the Wider Datamonitor Group; or
(C) is outside of the ordinary course of business and is material in the context
of the Wider Datamonitor Group taken as a whole;
(xi) terminated or varied the terms of any agreement or arrangement between any
member of the Datamonitor Group and any other person in a manner which would or
would reasonably be expected to have a material adverse effect on the financial
position or prospects of the Datamonitor Group taken as a whole;
(xii) taken any corporate action or had any legal proceedings started or
threatened against it or petition presented or order made for its winding-up
(voluntary or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrative receiver, administrator, trustee or similar
officer of all or any of its assets or revenues or any analogous proceedings in
any jurisdiction or had any such person appointed in any jurisdiction;
(xiii) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xiv) waived, settled or compromised any claim otherwise than in the ordinary
course of business where such claim is not material in the context of the
business of the Wider Datamonitor Group taken as a whole;
(xv) made any alteration to its memorandum or articles of association or other
incorporation documents or, except for any change required by reason of a
concurrent change in applicable law, regulation or generally accepted accounting
practice, to any method of accounting or accounting practice used by it on the
date hereof and which, in any case, is materially adverse in the context of the
Wider Datamonitor Group taken as a whole; or
(xvi) entered into or varied any contract, commitment, arrangement or agreement
or passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced any intention to, or proposed to, effect any of the
transactions, matters or events referred to in this condition (f),
(g) since 31 December 2006 and save as Disclosed:
(i) no material adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of any member of
the Wider Datamonitor Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Datamonitor Group is or may become
a party (whether as a claimant, defendant or otherwise) and no enquiry or
investigation by or complaint or reference to any Third Party against or in
respect of any member of the Wider Datamonitor Group having been instituted,
announced or threatened by or against or remaining outstanding against or in
respect of any member of the Wider Datamonitor Group which in any such case
would reasonably be expected to adversely affect any member of the Wider
Datamonitor Group;
(iii) no contingent or other liability having arisen or become apparent to
Informa Acquisitions, which would be likely to adversely affect any member of
the Wider Datamonitor Group; and
(iv) no steps having been taken which are likely to result in the withdrawal
(without replacement), cancellation, termination or modification of any material
licence held by any member of the Wider Datamonitor Group which is necessary for
the proper carrying on of its business,
in each case to an extent which is material in the context of Informa
Acquisitions and its subsidiary undertakings taken as a whole or the Wider
Datamonitor Group taken as a whole (as the case may be);
(h) (i) save as Disclosed, Informa Acquisitions not having discovered: (a) that
any financial, business or other information concerning the Wider Datamonitor
Group as contained in the information publicly disclosed at any time by or on
behalf of any member of the Wider Datamonitor Group is materially misleading,
contains a material misrepresentation of fact or omits to state a fact necessary
to make that information not materially misleading which, in any case, is
material in the context of the Wider Datamonitor Group taken as a whole; or (b)
that any member of the Wider Datamonitor Group, or any partnership, company or
other entity in which any member of the Wider Datamonitor Group has a
significant economic interest and which is not a subsidiary undertaking of
Datamonitor is subject to any liability (contingent or otherwise) which is
material in the context of the Wider Datamonitor Group taken as a whole; or
(ii) since 31 December 2006 and save as Disclosed, Informa Acquisitions not
having discovered any information which adversely affects the import of any
information Disclosed at any time by or on behalf of any member of the Wider
Datamonitor Group and which, in any such case, is material in the context of the
Wider Datamonitor Group taken as a whole.
Informa Acquisitions reserves the right to waive, in whole or in part, all or
any of the above conditions, except condition (a). Conditions (b) to (h)
(inclusive) must be fulfilled by midnight on the 21st day after the later of the
First Closing Date and the date on which condition (a) is fulfilled (or in each
such case such later date as Informa Acquisitions may, with the consent of the
Panel, decide). Informa Acquisitions shall be under no obligation to waive or
treat as satisfied any of the conditions (b) to (h) (inclusive) by a date
earlier than the latest date specified above for the satisfaction thereof,
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.
If Informa Acquisitions is required by the Panel to make an offer for
Datamonitor Shares under the provisions of Rule 9 of the City Code, Informa
Acquisitions may make such alterations to any of the above conditions as are
necessary to comply with the provisions of that Rule.
The Offer will lapse if the Acquisition is referred to the Competition
Commission in the UK before 1.00 p.m. on the later of the First Closing Date and
the date on which the Offer becomes or is declared unconditional as to
acceptances.
If the Offer lapses, it will cease to be capable of further acceptance.
Datamonitor Shareholders who have already accepted the Offer shall then cease to
be bound by acceptances delivered on or before the date on which the Offer
lapses.
PART B: CERTAIN FURTHER TERMS OF THE OFFER
The Offer will be made on the terms and will be subject to the conditions which
are set out in this Appendix 1, those terms which will be set out in the Offer
Document and the Form of Acceptance and such further terms as may be required to
comply with the provisions of the City Code. The Offer and any acceptance of the
Offer will be governed by English law. This announcement does not constitute an
offer or invitation to purchase any securities.
The Datamonitor Shares will be acquired by Informa Acquisitions fully-paid up
and free from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and other third party rights or interests of any nature whatsoever
and together with all rights now or hereafter attaching thereto, including the
right to receive and retain all dividends and other distributions (if any)
declared, made or paid on or after the date on which the Offer is made.
The Offer is not being and will not be made, directly or indirectly, in or into,
or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, electronic mail, telex or telephone)
of interstate or foreign commerce of, or any facilities of a national securities
exchange of the United States, Canada, Australia or Japan and the Offer will not
be capable of acceptance by any such use, means, instrumentality or facility,
directly or indirectly from or within the United States, Canada, Australia or
Japan.
Accordingly, copies of this announcement and any other documents related to the
Offer are not being, and must not be, mailed or otherwise distributed or sent in
or into or from the United States, Canada, Australia or Japan and persons
receiving this announcement, the Form of Acceptance or such other documents
(including custodians, nominees and trustees) must not distribute or send them
in, or into or from, the United States, Canada, Australia or Japan.
Appendix 2
Bases and Sources
1 Unless otherwise stated:
(a) financial information relating to Informa has been extracted or derived
(without any adjustment) from the consolidated audited annual report and
accounts for Informa for the year ended 31 December 2006; and
(b) financial information relating to Datamonitor has been extracted or derived
(without any adjustment) from the consolidated audited annual reports and
accounts for Datamonitor for the years ended 31 December 2004, 2005 and 2006,
save as described below in 4.
2 The total equity value of the Offer is calculated based on a
fully diluted share capital of Datamonitor of 77,203,631 Datamonitor Shares.
This in turn is calculated on the basis of:
the number of issued Datamonitor Shares, being 72,144,664 Datamonitor Shares;
and the 6,955,135 'in the money' options outstanding under the Datamonitor Share
Schemes (and which are expected to become exercisable as a consequence of the
Offer), less the 5,326,168 Datamonitor Shares held by the Datamonitor employee
share ownership trust. plus the options over 3,430,000 Datamonitor Shares held
under the Datamonitor Capital Appreciation Plan ('CAP') (notwithstanding that
the CAP options are not currently vested as the applicable performance target
has not yet been met).
Whilst the CAP options are included for the purposes of calculating the total
equity value of the Offer, Informa intends to amend the rules of the plan so as
to fix the value of the entitlements at the value of 650 pence per Datamonitor
Share, to be satisfied in cash at the time of vesting, but otherwise broadly to
leave the operation of the scheme unchanged so far as is practicable.
3 For the purposes of calculating the Offer enterprise value, the
net debt of Datamonitor of £16.5m is as at 31 December 2006 and includes
minority interests of £1.9m and deferred consideration of £0.9m. The Offer
enterprise value is calculated net of share option proceeds of £5.7m.
4 The consensus of analysts' estimates of EBITDA for Datamonitor
for the year ending 31 December 2007 of £27.5m is calculated on the basis of:
the arithmetic average of £27.7m, being the forecast from Investec Securities,
18 January 2007; £27.4m, being the forecast from Numis Securities, 27 February
2007; and £27.4m, being the forecast from Altium Securities, 30 April 2007.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
The following holders of Datamonitor Shares have given irrevocable undertakings
to accept the Offer:
Name Number of Datamonitor Percentage of issued share
Shares capital of Datamonitor
Bernard Cragg 100,000 0.1386%
Tony Allen 5,000 0.0069%
Peter Harkness 7,500 0.0104%
Graham Albutt 20,000 0.0277%
Michael Murphy 67,000 0.0929%
Michael Danson 9,488,494 13.1520%
Total 9,687,994 13.4286%
Appendix 4
Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise.
'Acquisition' the proposed acquisition of Datamonitor by
Informa Acquisitions pursuant to the Offer
'Australia' the Commonwealth of Australia, its territories
and possessions
'Board' as the context requires, the board of
directors of Informa Acquisitions, the board
of directors of Informa or the board of
directors of Datamonitor
'Canada' Canada, its provinces and territories and all
areas under its jurisdiction and political
sub-divisions thereof
'City Code' the City Code on Takeovers and Mergers
'Closing Price' the closing middle market quotation of a
Datamonitor Share as derived from the Daily
Official List on any particular day
'Competition Commission' the UK Competition Commission
'Daily Official List' the Daily Official List of the London Stock
Exchange
'Datamonitor Directors' the directors of Datamonitor as at the date of
this announcement
'Datamonitor Group' Datamonitor and its subsidiary undertakings
'Datamonitor Shares' includes: (a) the existing unconditionally
allotted or issued and fully paid ordinary
shares of 10 pence each in the capital of
Datamonitor; and (b) any further ordinary
shares of 10 pence each in the capital of
Datamonitor which are unconditionally allotted
or issued and fully paid, or credited as fully
paid, before the date on which the Offer
closes (or before such earlier date as,
subject to the City Code, Datamonitor may
determine not being earlier than (i) the date
on which the Offer becomes or is declared
unconditional as to acceptances or (ii) if
later, the First Closing Date) but excludes
any treasury shares
'Datamonitor Shareholders' registered holders of Datamonitor Shares
'Datamonitor Share Schemes' each of: (a) the Datamonitor Long Term
Incentive Plan; (b) the Datamonitor Capital
Appreciation Plan; (c) the Datamonitor 2000
No. 2 Share Option Plan; and (d) the
Datamonitor 2000 Inland Revenue Approved Share
Option Plan
'Disclosed' (i) as disclosed in Datamonitor's report and
accounts for the year ended 31 December 2006;
(ii) as publicly announced by Datamonitor by
the delivery of an announcement to an
authorised Regulatory Information Service
prior to the date of this announcement; (iii)
as disclosed in this announcement; or (iv) as
otherwise fairly disclosed in writing to
Informa, Informa Acquisitions or their
advisers by or on behalf of Datamonitor prior
to the date of this announcement
'EBITDA' earnings before interest, tax, depreciation
and amortisation
'First Closing Date' the twenty-first day after the posting of the
Offer Document
'Form of Acceptance' the form of acceptance, election and authority
that will accompany the Offer Document
'FSA' Financial Services Authority
'Greenhill' Greenhill & Co. International LLP, a limited
liability partnership registered in England
with registered number OC300796
'Informa' Informa plc a company incorporated in England
and Wales with registered number 3099067
'Informa Acquisitions' Informa Acquisitions Limited a company
incorporated in England and Wales with
registered number 6231595
'Informa Acquisitions the directors of Informa Acquisitions as at
Directors' the date of this announcement
'Informa Directors' the directors of Informa as at the date of
this announcement
'Informa Group' Informa and its subsidiary undertakings
'Informa Shares' ordinary shares of 10 pence each in the share
capital of Informa
'Informa Shareholders' registered holders of Informa Shares
'Japan' Japan, its cities, prefectures, territories
and possessions
'LIBOR' the British Bankers' Association Interest
Settlement Rate for the offering of sterling
deposits for a period of twelve months
displayed on the appropriate page of the
Telerate screen at or about 11.00 a.m (London
time) on the first day of the relevant
interest period or, if such day is not a
business day, on the next succeeding business
day
'Loan Note(s)' the unsecured guaranteed loan notes of £1 each
to be issued by Informa Acquisitions pursuant
to the Loan Note Alternative
'Loan Note Alternative' the loan note alternative whereby eligible
Datamonitor Shareholders who validly accept
the Offer may elect to receive Loan Notes
'London Stock Exchange' London Stock Exchange plc
'LongAcre Partners' LongAcre Partners Limited a company
incorporated in England and Wales with
registered number 3902703
'Offer' the recommended offer to be made by Informa
Acquisitions to acquire the entire issued and
to be issued ordinary share capital of
Datamonitor on the terms and subject to the
conditions that will be set out in the Offer
Document and the Form of Acceptance and, where
the context so requires, any subsequent
revision, variation, extension or renewal
thereof
'Offer Document' the formal document to be sent to holders of
Datamonitor Shares containing, inter alia, the
terms and conditions of the Offer
'Offer Period' the period beginning on and including the date
of this announcement and ending on the later
of (i) 1.00 p.m. on the First Closing Date;
(ii) the time and date on which the Offer
becomes or is declared unconditional as to
acceptances; and (iii) the time and date on
which the Offer lapses or is withdrawn
'Official List' the Official List of the UKLA
'Overseas Shareholders' Datamonitor Shareholders who are resident in
or nationals or citizens of jurisdictions
outside the UK or who are nominees of, or
custodians or trustees for, citizens or
nationals of countries other than the UK
'Panel' the Panel on Takeovers and Mergers
'Regulatory Information any of the services set out in Appendix 3 to
Service' the Listing Rules of the UKLA from time to
time
'Restricted Overseas Persons' a person (including an individual,
partnership, unincorporated syndicate, limited
liability company, unincorporated
organisation, trust, trustee, executor,
administrator or other legal representative)
in, or resident in, or any person whom Informa
Acquisitions believes to be in, or resident
in, or with a registered address in the United
States, Australia, Canada or Japan and any
custodian, nominee or trustee holding
Datamonitor Shares for persons in such
jurisdictions and persons in any other
jurisdiction (other than persons in the UK)
whom Informa Acquisitions is advised to treat
as restricted overseas persons in order to
observe the laws of such jurisdiction or to
avoid the requirement to comply with any
governmental or other consent or any
registration, filing or other formality which
Informa Acquisitions regards as unduly
onerous
'UK' the United Kingdom of Great Britain and
Northern Ireland and its dependent
territories
'UKLA' the UK Listing Authority, being the Financial
Services Authority Limited acting in its
capacity as the competent authority for the
purposes of Part VI of the Financial Services
and Markets Act 2000
'United States' or 'US' the United States of America, its territories
and possessions, any state of the United
States of America and the District of
Columbia
'Wider Datamonitor Group' Datamonitor and its subsidiary undertakings,
associated undertakings and any other
undertaking in which Datamonitor and/or such
undertakings (aggregating their interests)
have a substantial interest
'Wider Informa Group' Informa and its subsidiary undertakings,
associated undertakings and any other
undertaking in which Informa and/or such
undertakings (aggregating their interests)
have a substantial interest
All references to legislation in this announcement are to English legislation
unless the contrary is indicated. Any reference to any provision of any
legislation shall include any amendment, modification, re-enactment or extension
thereof.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
For the purposes of this announcement, subsidiary, subsidiary undertaking,
associated undertaking, undertaking and parent undertaking have the respective
meanings given to them by the Companies Act 1985 (but for this purpose ignoring
paragraph 20(1)(b) of Schedule 4A to the Companies Act 1985) and 'substantial
interest' means the direct or indirect interest of twenty (20) per cent. or more
of the equity share capital (as defined in the Companies Act 1985) of any
undertaking.
This information is provided by RNS
The company news service from the London Stock Exchange
IIFSREVISLID