Wilmington Regulatory News (WIL)

10 Jul 2006 13:32

Metal Bulletin PLC10 July 2006 10 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN OR UNITED STATES PROPOSED RECOMMENDED MERGER OF METAL BULLETIN AND WILMINGTON TO ESTABLISH BULLETIN GROUP, A NEW FORCE IN SPECIALIST BUSINESS INFORMATION Further to the announcement dated 26 June 2006 regarding the recommended mergerof Metal Bulletin and Wilmington, the Boards of Metal Bulletin and Wilmingtonannounce that the formal documents relating to the Merger are being posted toshareholders today. The Merger is to be effected by way of a scheme ofarrangement. Upon the Scheme becoming effective, Wilmington Shareholders willreceive 0.6606 of a new Metal Bulletin Share for each Wilmington Share. Metal Bulletin shareholders will receive a Circular, convening an extraordinarygeneral meeting of Metal Bulletin on 2 August 2006 to approve the Merger,together with a Prospectus relating to the Merger and the issue of new MetalBulletin Shares. Wilmington shareholders will receive a Scheme Document containing details of thescheme of arrangement and notices convening a Court Meeting and an ExtraordinaryGeneral Meeting on 2 August 2006 to approve the Merger. If the resolutions are approved, the London Stock Exchange and the UK ListingAuthority will be requested respectively to suspend trading in Wilmington Shareson the London Stock Exchange's market for listed securities with effect from theclose of business on the day of the Court Hearing and suspend the listing of theWilmington Shares from the Official List with effect from 7.00 a.m. on theScheme Effective Date. The expected timetable is set out below:Event 2006 Latest time for receipt of Form of Proxy for the Metal Bulletin EGM 9.30 a.m. on 31 July Latest time for receipt of Form of Proxy for the Wilmington Court Meeting 10.00 a.m. on 31 July(Note 1) Latest time for receipt of Form of Proxy for the Wilmington EGM 10.15 a.m. on 31 July Wilmington Voting Record Time 6.00 p.m. on 31 July Metal Bulletin EGM 9.30 a.m. on 2 August Wilmington Court Meeting 10.00 a.m. on 2 August Wilmington EGM (Note 2) 10.15 a.m. on 2 August Last day of dealings in Wilmington Shares (Note 3) 12 September Wilmington Hearing Date (Note 3) 12 September Scheme Record Time (Note 3) 6.00 p.m. on 12 September Suspension of trading in Wilmington Shares (Note 3) 7.00 a.m. on 13 September Scheme Effective Date (Note 3) 13 September Commencement of dealings on the London Stock Exchange in the new Metal 14 SeptemberBulletin Shares (Note 3) Notes: (1) The Form of Proxy for the Wilmington Court Meeting may, alternatively, behanded to Wilmington's Registrars on behalf of the Chairman of the WilmingtonCourt Meeting at the start of the Wilmington Court Meeting. (2) The Wilmington EGM will commence at 10.15 a.m. on 2 August 2006 or, iflater, as soon as the Wilmington Court Meeting has been concluded or adjourned. (3) These dates are indicative only and will depend, inter alia, on the datesupon which the Conditions are either satisfied or waived, the Court sanctionsthe Scheme and confirms the associated reduction of capital, and the Court Ordersanctioning the Scheme and confirming the reduction of capital is delivered tothe Registrar of Companies and, in respect of the reduction of capital, isregistered by the Registrar of Companies. Enquiries:Metal Bulletin +44 20 7827 9977 Wilmington +44 20 7422 6800Tom Hempenstall Charles Brady Trillium Partners +44 20 7866 6044 Hoare Govett +44 20 7678 8000Lead financial adviser Financial adviserStephen Routledge Justin JonesPhilip Mastriforte Stephen BowlerRichard Finston Corporate broker Sara Hale John Fishley Arden Partners +44 20 7398 1638 Marshall Securities +44 20 7490 3788Sponsor, financial adviser and corporate broker Rule 3 adviserChris Fielding Robert Luetchford Steve Pearce John Webb Financial Dynamics +44 20 7831 3113 Weber Shandwick +44 20 7067 0700PR adviser PR adviserTim Spratt Nick OborneCharlie Palmer Helen Thomas Additional information: Copies of the Wilmington Scheme Document, the Metal Bulletin Circular and theMetal Bulletin Prospectus have been submitted to the UK Listing Authority andwill be available shortly for inspection by the public at the UK ListingAuthority's Document Viewing Facility which is situated at: The FinancialServices Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS (tel.no. +44 (0)20 7676 1000) during normal business hours on any weekday (Saturdays,Sundays and public holidays excepted) until the Scheme becomes effective. Terms used in this announcement shall have the same meaning as in the Prospectusdated 10 July 2006. This information is provided by RNS The company news service from the London Stock Exchange