Termination of Discussions
Wilmington Group Plc
21 August 2006
21 August 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA,
CANADA, JAPAN OR UNITED STATES
PROPOSED MERGER OF METAL BULLETIN PLC ('METAL BULLETIN') AND
WILMINGTON GROUP PLC ('WILMINGTON')
Following the announcement by Metal Bulletin on 9 August 2006 that its board was
revoking its recommendation of the proposed merger of Metal Bulletin and
Wilmington, the adjournment sine die of the Metal Bulletin extraordinary general
meeting on 10 August 2006 and the subsequent announcement by Wilmington that the
Wilmington court meeting and extraordinary general meeting on 10 August 2006 had
accordingly been adjourned sine die, Wilmington announces that Wilmington and
Metal Bulletin have terminated discussions regarding the proposed merger and that
Wilmington and Metal Bulletin have agreed that the implementation agreement dated
8 May 2006 between them relating to the proposed merger be terminated with
immediate effect.
As a result of the withdrawal of the Metal Bulletin board's recommendation of the
proposed merger, Wilmington has received a sum of £1.4 million pursuant to the
inducement fee agreement dated 5 May 2006 between Wilmington and Metal Bulletin.
Wilmington and Metal Bulletin have also agreed that their respective directors
(and their connected persons) and shareholders who have given irrevocable
undertakings to vote in favour of resolutions to approve and implement the
proposed merger be released from such undertakings with immediate effect.
The Panel on Takeovers and Mergers has confirmed to Wilmington that, upon this
announcement being made, the 'offer period' for the purposes of the proposed
merger will come to an end and, accordingly, the requirement under Rule 8 of
the City Code to disclose dealings in any 'relevant securities' of Wilmington
will cease to apply.
Enquiries:
Weber Shandwick +44 20 7067 0700
PR adviser
Nick Oborne
Helen Thomas
Hoare Govett +44 20 7678 8000
Financial adviser
Justin Jones
Stephen Bowler
Corporate broker
Sara Hale
John Fishley
Marshall Securities +44 20 7490 3788
Rule 3 adviser
Robert Luetchford
Ian Tibbs
Responsibility
The directors of Wilmington accept responsibility for the information contained
in this announcement and, to the best of their knowledge and belief (having
taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
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 Wilmington or Metal Bulletin, all 'dealings' in any 'relevant
securities' of Wilmington or Metal Bulletin, (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 p.m. (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 Wilmington or Metal Bulletin, 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 Wilmington or Metal Bulletin by Wilmington or Metal Bulletin, 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 Takeover 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.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE SOLICITATION OF ANY VOTE
OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER
OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
This information is provided by RNS
The company news service from the London Stock Exchange
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