2008 News Releases
Possible merger with Informa plc
08 June
NOT FOR RELEASE,PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
The Board of United Business Media plc ("United Business Media")
notes the announcement today by Informa plc ("Informa") and
confirms that discussions, which are at an early stage, are taking
place between United Business Media and Informa regarding the
commercial merits of an all-share merger.
This announcement is made with the approval of Informa, however
there can be no certainty that the proposed transaction will
proceed. Shareholders will be kept informed of developments and a
further announcement will be made in due course.
- Ends -
Investor Contacts
Nigel
Wilson
+44 20 7921 5019
Andrew
Crow
+44 20 7921 5940
Media Contacts
Peter
Bancroft
+44 20 7921 5961
Chris
Barrie
+44 20 7282 2943 (Citigate)
Merrill Lynch International
Richard
Taylor
+44 20 7995 2052
Simon
Fraser
+44 20 7996 2606
Merrill Lynch International is acting exclusively for United
Business Media in connection with the proposed transaction and no
one else and will not be responsible to anyone other than United
Business Media for providing the protections afforded to clients of
Merrill Lynch International or for providing advice in relation to
the proposal or any other transaction, arrangement or matter
referred to in this announcement.
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 or United Business Media, all
“dealings” in any “relevant securities” of
that company (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 (or, if implemented by a scheme of arrangement, such
scheme becomes effective), lapses or is otherwise withdrawn or on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 or United Business
Media, 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 or United Business Media by Informa or United Business
Media, 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.
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