13 Dec 2016 16:44
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATION OF SUCH JURISDICTION
13 December 2016
FOR IMMEDIATE RELEASE
EUROMONEY INSTITUTIONAL INVESTOR PLC
("Euromoney" or the "Company")
Publication of Circular
On 8 December 2016, the Company announced that its parent company Daily Mail and General Trust plc ("DMGT") had agreed to sell c.10 per cent. of Euromoney's issued share capital to certain institutional investors by means of an accelerated bookbuild (the "Placing"); and that, conditional on the approval of the Company's independent shareholders, Euromoney had agreed with DMGT and a wholly-owned subsidiary of DMGT to buyback c.15 per cent. of the Company's issued share capital by means of an off-market share buyback (the "Buyback").
On 9 December 2016, DMGT announced that it had committed to sell c. 13.0 million ordinary shares in the Company at a price of £9.75 pence per share in the Placing and the Company announced that it proposed to buyback c.19.2 million shares from DMGT at a price of £9.75 per share in the Buyback.
The Board today announces the publication of a circular (the "Circular") containing a notice of general meeting of the Company's shareholders to be convened at 11 a.m. on 29 December 2016 at UBS, 5 Broadgate, London, EC2M 2QS (the "General Meeting"). At the General Meeting, the Company's independent shareholders will be asked to approve ordinary resolutions to authorise the Buyback as a "related party transaction" under Chapter 11 of the Listing Rules and as an off-market purchase pursuant to section 694 of the Companies Act 2006. The procedures and timings for shareholders to vote on these resolutions are set out in the notice of the General Meeting in the Circular.
The Circular and a Form of Proxy in relation to the General Meeting are being posted today, and the Circular will shortly be available for viewing, subject to regulatory requirements, on the Euromoney website at www.euromoneyplc.com/investor-relations/. A copy of the Circular will also be submitted to the National Storage Mechanism and will shortly be available at www.morningstar.co.uk/uk/NSM.
Enquiries:
Euromoney Institutional Investor PLC
Colin Jones, Finance Director
+44 (0) 20 7779 8666; cjones@euromoneyplc.com
FTI Consulting
Charles Palmer, Senior Managing Director
+44 (0) 20 3727 1400; euromoney@fticonsulting.com
Ondra
Michael Tory, Partner
+44 (0) 20 7082 8750
HSBC
Oliver Smith, Managing Director
+44 (0) 20 7991 8888
HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as joint financial adviser and as sponsor (in relation to the advice required under LR 13.6.1(5)) to Euromoney and no one else in connection with the Buyback or any other matter referred to in this announcement. In connection with such matters, HSBC, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Euromoney for providing advice in relation to the Buyback or any other matter referred to in this announcement. This does not exclude or limit any responsibilities which HSBC may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.
Ondra LLP (''Ondra''), which is authorised and regulated by the Financial Conduct Authority in the UK is acting as financial adviser to Euromoney and no one else in connection with the Buyback or any other matter referred to in this announcement. In connection with such matters, Ondra, its affiliates, and its or their respective partners, directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Euromoney for providing advice in relation to the Buyback or any other matter referred to in this announcement. This does not exclude or limit any responsibilities which Ondra may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.