Informa plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
OR INTO AUSTRALIA, CANADA, JAPAN OR UNITED STATES
Statement regarding approach
The Board of Informa plc ('Informa' or the 'Company') notes the recent press speculation regarding the approach made by Providence Equity LLP, The Carlyle Group and Hellman & Friedman (the 'Consortium').
The Company confirms that a proposal was made to the Board of Informa on 26 June 2008 at a price of 506 pence per Informa ordinary share. The proposed price assumes that no dividends or other distributions are declared and paid subsequent to the final dividend for the year ended 31 December 2007.
Discussions continue to be at an early stage and there can be no certainty that an offer will be made.
This announcement is made without the approval of the Consortium and therefore there can be no certainty as to the terms as to which any offer will be made.
A further announcement will be made in due course.
Enquiries:
Informa Peter Rigby Adam Walker
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Telephone: +44 (0) 20 7017 5000 |
Greenhill & Co. International LLP (Financial adviser to Informa) Simon Borrows Rachel Clark
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Telephone: +44 (0) 20 7198 7400 |
Hoare Govett (Corporate broker to Informa) Paul Nicholls Sara Hale
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Telephone: +44 (0) 20 7678 8000 |
Merrill Lynch (Corporate broker to Informa) Mark Astaire
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Telephone: +44 (0) 20 7628 1000 |
Maitland (PR adviser to Informa) William Clutterbuck
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Telephone: +44 (0) 20 7379 5151 |
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Informa, all 'dealings' in any 'relevant securities' of Informa (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until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.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 Informa, 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 Code, all 'dealings' in 'relevant securities' of Informa by any potential offeror or Informa, 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 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 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.