RNS Number:9792M
TF Informa PLC
Part 3 : For preceding part double-click [nRN1A9792M]
Greenhill & Co. International LLP, which is regulated in the United Kingdom by
the Financial Services Authority, is acting for T&F Informa plc and no one else
in connection with the Acquisition and will not be responsible to anyone other
than T&F Informa plc for providing the protections afforded to clients of
Greenhill & Co. International LLP or for providing advice in relation to the
Acquisition or the Rights Issue.
Hoare Govett Limited, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for T&F Informa plc as sole broker and underwriter
(in connection with the Rights Issue) no one else in connection with the
Acquisition and Rights Issue and will not be responsible to anyone other than T&
F Informa plc for providing the protections afforded to clients of Hoare Govett
Limited or for providing advice in relation to the Acquisition or the Rights
Issue.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE
SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY
SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN
ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OR IRELAND OR THE REPUBLIC OF
SOUTH AFRICA.
Appendix I
Definitions
"ABN AMRO Bank" ABN AMRO Bank N.V.
"Acquisition" the proposed acquisition by the Company of the entire issued share
capital of IIR
"Acquisition Agreement" the agreement dated 31 May 2005 entered into by the Company and the
current shareholders of IIR in relation to the Acquisition, details
of which are contained in Appendix II of this announcement
"Admission" admission of the New Shares, nil paid, to (i) the Official List of
the UK Listing Authority and (ii) trading on the London Stock
Exchange's market for listed securities becoming effective in
accordance with, respectively, the Listing Rules and the Admission
and Disclosure Standards
"Admission and Disclosure Standards" the requirements contained in the publication "Admission and
Disclosure Standards" dated April 2004 containing, amongst other
things, the admission requirements to be observed by companies
seeking admission to trading on the London Stock Exchange's market
for listed securities
"Circular" the circular to be issued to Shareholders in connection with the
Acquisition and Rights Issue comprising a Prospectus and a Class One
Circular
"CRC Press" the publishing business of CRC Press
"Directors" or "Board" the directors of the Company
"EBITA" earnings before interest, tax and amortisation of goodwill
"Enlarged Group" the Group as enlarged by the Acquisition
"Events" the events business division of IIR
"Excluded Assets" those assets and businesses of IIR which are excluded from the terms
of the Acquisition
"Extraordinary General Meeting" or " the extraordinary general meeting of the Company that will be held
EGM" to approve, inter alia, the Acquisition
"Greenhill" Greenhill & Co. International, LLP
"Group" or the "T&F Informa Group" the Company and its subsidiary undertakings or, where the context
requires, some of them
"Hoare Govett" Hoare Govett Limited
"IFRS" International Financial Reporting Standards
"IIR" or the "IIR Group" IIR Holdings Limited, a Bermuda exempted company including, where
the context requires, some or all of its subsidiary undertakings
"Informa " Informa Group plc, being the entity that was renamed T&F Informa plc
upon completion of the Merger
"Issue Price" 265 pence per New Share
"Listing Rules" the listing rules made by the UK Listing Authority in accordance
with section 74 of the Financial Services and Markets Act 2000
"London Stock Exchange" London Stock Exchange PLC
"Marcel Dekker" the publishing business of Marcel Dekker and its subsidiaries
"Merger" the merger of Informa and Taylor & Francis effected by way of a
scheme of arrangement pursuant to section 425 of the Companies Act
1985 and completed on 10 May 2004
"MMS" MMS Group Holdings Limited
"New Facility" the facility being made available to the Company, partly in
connection with the Acquisition, details of which are contained in
Appendix II of this announcement
"New Facility Agreement" the agreement dated 31 May 2005 entered into by the Company and ABN
AMRO Bank in relation to the New Facility
"New Shares" or "New Ordinary Shares" the new ordinary shares of 10 pence each in the capital of the
Company to be issued pursuant to the Rights Issue
"Ordinary Shares" or "Shares" ordinary shares of 10 pence in the capital of the Company
"PJB" PJB Publications Limited
"PI" performance improvement and consulting
"Prospectus" the Prospectus to be issued by the Company in connection with the
Rights Issue
"Prospectus Directive" Directive 2003/71/EC on the prospectus to be published when
securities are offered to the public or admitted to trading and
amending Directive 2001/34/EC, of 4 November 2003
"Provisional Allotment Letter" or "PAL the renounceable provisional allotment letter to be issued to
" Qualifying non-CREST Shareholders (other than certain Overseas
Shareholders)
"Qualifying non-CREST Shareholders" Qualifying Shareholders holding Shares in certificated form
"Qualifying Shareholders" Shareholders on the register of members of the Company at the Record
Date
"Rights Issue" means the offer by way of rights to Qualifying Shareholders to
subscribe for New Shares, on the terms and conditions set out in the
Circular and, in the case of Qualifying non-CREST Shareholders only,
the Provisional Allotment Letter
"Shareholders" the holders of Ordinary Shares
"Taylor & Francis" Taylor & Francis Group plc, being the entity that merged with
Informa, pursuant to the terms of the Merger
"T&F Informa" or the "Company" T&F Informa plc and, where the context requires, all of its
subsidiary undertakings
"Underwriting Agreement" the conditional underwriting agreement dated 1 June 2005 entered
into by the Company and Hoare Govett in connection with the Rights
Issue
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States, its territories and possessions, any State of the
United States and the District of Columbia, and all other areas
subject to its jurisdiction
Appendix II
Summary of the Terms of the Acquisition Agreement and New Facility Agreement
Acquisition Agreement
The Acquisition Agreement is governed by the laws of the State of New York, USA
and is conditional upon:
(a) the applicable waiting period in respect of any notification under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) in the USA
having expired or been terminated;
(b) competition clearance in respect of the Transaction from the German
Federal Cartel Office;
(c) approval of the Acquisition by the Bermuda Monetary Authority;
(d) approval from the US government to the acquisition of
Robbins-Gioia, Inc by T&F Informa (as part of the Acquisition); and
(e) the passing of the Resolution to be proposed at the EGM.
The purchase price payable by T&F Informa to the Sellers shall be US$1.4 billion
in respect of:
(a) the Acquisition;
(b) repayment of certain indebtedness of IIR
(together the "Preliminary Purchase Price").
The Preliminary Purchase Price is subject to an upward or downward adjustment
prior to Completion on a dollar for dollar basis in respect of working capital
(the "Estimated Purchase Price") determined on the basis of a projected balance
sheet and an assumed working capital requirement of US$5 million. The Estimated
Purchase Price is subject to a further adjustment (on a dollar for dollar basis)
in respect of working capital, to be based on a final balance sheet to be
prepared by the Buyer with 60 days following Completion (the "Purchase Price").
Completion of the Acquisition Agreement will take place on the first business
day following the satisfaction or waiver of all the conditions precedent.
Lord Laidlaw has given T&F Informa certain warranties and indemnifications. On
Completion, a retention of US$35 million from the Estimated Purchase Price (the
"Retention Amount") shall be paid into a retention account to satisfy potential
claims under such warranties and indemnifications. The aggregate liability of
Lord Laidlaw for warranty claims has been limited to US$35 million (other than
in respect of tax claims, for which an uncapped tax indemnity has been given by
him). The balance (if any) of the Retention Amount shall be released on 30 June
2006, after which non-tax claims may no longer be made.
T&F Informa has given certain warranties and indemnifications to Lord Laidlaw,
including in relation to its financing arrangements in respect of the
Acquisition. T&F Informa has also agreed to indemnify the selling shareholders
against any personal liability to them arising from the operation of the
business following Completion. These obligations have been provided without
limitation in time or amount.
Lord Laidlaw and Chris Maybury (the chief executive of IIR) will enter into
non-competition and non-solicitation covenants for a period of three and two
years from the date of Completion respectively.
New Facility Agreement
New Facility Agreement
New Facility Agreement
Pursuant to the terms of the New Facility Agreement, ABN AMRO Bank (the "Bank")
has agreed to make available to the Company (and its nominated subsidiaries,
subject to the terms and conditions contained therein), multi-currency credit
facilities (the "Facilities") of up to £1,250 million for the purposes of (i)
financing the Acquisition, (ii) the repayment of existing debt within the Group
or the IIR Group (if any) and (iii) general corporate purposes. The Facilities
are split into three: "Facility A", "Facility B" and "Facility C".
Facility A is a £550 million multi-currency term loan facility, which is
available from the date of signing of the Acquisition Agreement (the "Execution
Date") until 31 October 2004 and repayable in instalments until five years after
the Execution Date. Facility B is a £400 million multi-currency revolving
credit facility which is available for five years from the Execution Date. All
loans comprising Facility B must be repaid in full five years after the
Execution Date. Facility C is a £300 million multi-currency bridge facility,
which is available from the Execution Date to 31 October 2005 and is repayable
in full 18 months from the Execution Date.
Pursuant to the New Facility Agreement, the availability of each Facility is
subject to the satisfaction of all conditions to funding (including conditions
precedent, representations and warranties, covenants and events of default)
usual for facilities of this nature but is subject to certain funds provisions
consistent with terms applicable in connection with a UK public company
takeover. The Facilities will be secured by guarantees by certain subsidiaries
of both the Company and IIR. The Bank is entitled to call for pledges over
shares of material subsidiaries if Facility C remains outstanding 90 days after
Completion and the Rights Issue has not been fully underwritten by Hoare Govett
for a certain amount.
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(3) Financial information regarding IIR has been extracted from the audited
consolidated financial statements of IIR Holdings Limited and adjusted to
reflect businesses and assets that will be transferred out of IIR prior to
completion of the Acquisition Agreement. This financial information is subject
to further adjustment to present it on a basis consistent with T&F Informa's
accounting policies and International Financial Reporting Standards (IFRS). It
is not anticipated that other than as disclosed in this announcement these
adjustments will be material. A circular containing a prospectus will be posted
to shareholders in due course which will include adjusted financial information
relating to IIR.
(4) This statement should not be interpreted to mean that the future earnings
per share of T&F Informa will necessarily match or exceed its historical
published earnings per share.
(5) Corporate Training Market 2005: Forecast & Analysis published by Simba
Information, a Bowker Company
This information is provided by RNS
The company news service from the London Stock Exchange
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