Wilmington Regulatory News (WIL)

4 Aug 2006 11:01

Wilmington Group Plc04 August 2006 4 August 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN OR UNITED STATES PROPOSED RECOMMENDED MERGER OF METAL BULLETIN PLC ("METAL BULLETIN") AND WILMINGTON GROUP PLC ("WILMINGTON") Wilmington notes the announcement by Euromoney Institutional Investor PLC ("Euromoney") today of a recommended final cash offer for Metal Bulletin (the "Euromoney Offer"). The Board of Metal Bulletin has recommended Metal Bulletin Shareholders to accept the Euromoney Offer which is conditional, inter alia, on the proposed merger with Wilmington not being implemented and none of the resolutions proposed or to be proposed at the Metal Bulletin Extraordinary General Meeting (or any adjournment thereof) being passed. A further announcement will be made as appropriate. Weber Shandwick +44 20 7067 0700PR adviserNick OborneHelen Thomas Hoare Govett +44 20 7678 8000Financial adviserJustin JonesStephen Bowler Corporate brokerSara HaleJohn Fishley Marshall Securities +44 20 7490 3788Rule 3 adviserRobert LuetchfordJohn Webb Responsibility The directors of Wilmington accept responsibility for the information containedin this announcement and, to the best of their knowledge and belief (havingtaken all reasonable care to ensure that such is the case), the informationcontained in this announcement is in accordance with the facts and does not omitanything likely to affect the import of such information. Dealing Disclosure Requirements Under 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 or Metal Bulletin, all "dealings" in any "relevantsecurities" of Wilmington or Metal Bulletin, (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 p.m. (London time) on the LondonBusiness Day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Wilmington or Metal Bulletin, 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 or Metal Bulletin by Wilmington or Metal Bulletin, orby any of their respective "associates", must be disclosed by no later than12.00 noon (London time) on the London Business Day following the date of therelevant 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