Wilmington Regulatory News (WIL)

21 Aug 2006 07:00

Metal Bulletin PLC21 August 2006 21 August 2006 METAL BULLETIN PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPANOR UNITED STATES PROPOSED MERGER OF METAL BULLETIN PLC ("METAL BULLETIN") AND WILMINGTON GROUPPLC ("WILMINGTON") Following the announcement by Metal Bulletin on 9 August 2006 that its board wasrevoking its recommendation of the proposed merger of Metal Bulletin andWilmington, the adjournment sine die of the Metal Bulletin extraordinary generalmeeting on 10 August 2006 and the subsequent announcement by Wilmington that theWilmington court meeting and extraordinary general meeting on 10 August 2006had accordingly been adjourned sine die, Metal Bulletin announces that MetalBulletin and Wilmington have terminated discussions regarding the proposedmerger and that Metal Bulletin and Wilmington have agreed that theimplementation agreement dated 8 May 2006 between them relating to the proposedmerger be terminated with immediate effect. As a result of the withdrawal ofthe Metal Bulletin board's recommendation of the proposed merger, a sum of £1.4million has been paid to Wilmington pursuant to the inducement fee agreementbetween Metal Bulletin and Wilmington dated 5 May 2006. Metal Bulletin and Wilmington have also agreed that their respective directors(and their connected persons) and shareholders who have given irrevocableundertakings to vote in favour of resolutions to approve and implement the proposed merger be released from such undertakings with immediate effect. ENDS Enquiries: Metal Bulletin plc Tel: 020 7827 9977Tom Hempenstall, Chief ExecutiveLeslie-Ann Reed, Finance Director Arden Partners Tel: 020 7423 8900Chris FieldingSteve Pearce Trillium Partners Tel: 020 7866 6044Philip MastriforteRichard Finston Financial Dynamics Tel: 020 7831 3113Charles Palmer Responsibility The directors of Metal Bulletin accept responsibility for the informationcontained in this announcement and, to the best of their knowledge and belief(having taken all reasonable care to ensure that such is the case), theinformation contained in this announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information. Dealing Disclosure RequirementsUnder 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 "relevantsecurities" of Wilmington, Metal Bulletin or Euromoney Institutional InvestorPLC ("Euromoney"), all "dealings" in any "relevant securities" of Wilmington,Metal Bulletin or Euromoney, (including by means of an option in respect of, ora derivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the London Business Dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer/merger becomes, or is declared, unconditionalas to acceptances, lapses or is otherwise withdrawn or on which the "offerperiod" otherwise ends. If two or more persons act together pursuant to anagreement or understanding, whether formal or informal, to acquire an "interest"in "relevant securities" of Wilmington, Metal Bulletin or Euromoney, they willbe 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 "relevantsecurities" of Wilmington, Metal Bulletin or Euromoney by Wilmington, MetalBulletin or Euromoney, or by any of their respective "associates", must bedisclosed by no later than 12.00 noon (London time) on the London Business Dayfollowing the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, 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 economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired 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 ANOFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE SOLICITATION OF ANY VOTEOR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFEROF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION INCONTRAVENTION OF APPLICABLE LAW. This information is provided by RNS The company news service from the London Stock Exchange